PetroKazakhstan announce Fourth Quarter and Year 2003 Financial Results


CALGARY, Alberta, March 4, 2004 (PRIMEZONE) -- PetroKazakhstan Inc. ("PetroKazakhstan") announces its financial results for the three months ending December 31, 2003 and for the year ended December 31, 2003. All amounts are expressed in U.S. dollars unless otherwise indicated.


 HIGHLIGHTS:

 * Record year of production, earnings and cash flow
 * Completion of significant capital projects including the KAM
   pipeline, the Kumkol gas-fired power plant and the Shymkent VGO
   production unit
 * Material reduction of transportation costs
 * Expansion of transportation routes including CPC and new routes to
   China and Iran
 * Appraisal of North Nurali discovery
 * Adoption of a regular quarterly dividend policy


 FINANCIAL HIGHLIGHTS:



  (in millions       Three Months ended       Year ended December 31
  of US$ except         December 31
  per share
  amounts)                2003          2002         2003         2002

  Gross Revenue        310,648      256,659     1,117,324      825,350
  Net income            90,320       45,138       317,488      162,568
  Per share               1.16         0.56          4.06         2.01
   (basic)
  Per share               1.11         0.54          3.92         1.93
   (diluted)
  Cash flow            111,539       56,380       399,931      216,794
  Per share               1.43         0.70          5.12         2.68
   (basic)
  Per share               1.38         0.67          4.92         2.57
   (diluted)

  Weight Average
  Shares Outstanding

  Basic             77,827,328   80,291,859    78,149,903   80,853,597
  Diluted           81,110,704   83,572,269    81,292,206   84,200,536

  Shares            77,920,226   78,956,875    77,920,226   78,956,857
  Outstanding
  at End of Period

The Company announces fourth-quarter 2003 net income of $90.3 million ($1.16 per share) after one-time tax charges of $8.7 million compared with $45.1 million ($0.56 per share) for the same period in 2002. Cash flow for the fourth quarter of 2003 was $111.5 million ($1.43 per share) versus $56.4 million ($0.70 per share) for the same period in 2002.

For the year ended December 31, 2003, net income was $317.5 million ($4.06 per share) compared with net income of $162.6 million ($2.01 per share) in 2002. Cash flow for the year was $399.9 million ($5.12 per share) compared to $216.8 million ($2.68 per share) for 2002.

The Company had record net income in 2003. Higher production, improvements in the Company's transportation costs and higher prices all contributed to the higher earnings.

As at December 31, 2003 there were approximately 1.9 million barrels of non-Free Carrier Agreement ("non-FCA") sales incomplete and in inventory, this reflects the dramatic increase of non-FCA sales. This led to the deferral of an estimated $15.6 million of net income (or $0.20 per share) into the first quarter of 2004. By the end of 2003 there were no crude oil sales sold on an FCA basis.

UPSTREAM OPERATIONS REVIEW

Production

As previously announced, for the fourth quarter 2003, production averaged 164,559 barrels of oil per day ("bopd") and for the year as a whole production averaged 151,349 bopd. This represents an 11.4% increase versus 2002.

Production costs were $1.19 per barrel, as compared to $1.22 in 2002.

Current production is reduced by some 20,000 bopd down to a current rate of 145,000 bopd, due to technical issues regarding the production regime of 19 border wells between Kumkol South (PetroKazakhstan 100% owned and operated) and Kumkol North (PetroKazakhstan and LUKoil joint venture, operated by Turgai Petroleum). A technical solution, which calls for monitoring of well pressures without loss of production or reserves from Kumkol South and would allow the currently shut in wells to resume production without delay, has been presented to the competent technical authorities and is waiting for ratification.

Exploration and Appraisal

Two further wells were drilled to delineate the North Nurali field. NN6, located to the west at a deeper horizon encountered 5 zones in the expected sand intervals but flow rates could not be obtained from the tight reservoir. Fracture stimulation is being designed to evaluate commerciality. As previously disclosed, fracture stimulation increased production from 300 bopd to 1,500 bopd in the North Nurali 2 well. NN8, drilled to delineate the southern extent of the field encountered wet sands. Further appraisal wells and fracture stimulation are planned after new seismic interpretation. A pilot production phase will be initiated in the second quarter of 2004 with extended periods of production in preparation for the design and implementation of full field development.

An exploration well was drilled in the Dongelek prospect in the Saralyn graben, previously designated as Lead A to the north of the Kumkol field. Reservoir quality sands were found but were water bearing.

A deep well in the Aryskum field will be drilled in March.

Well Kyzylkiya 34 ("KK34"), drilled in the newly acquired License 952 (the "Kolzhan License") to a depth of 1,530 meters, flowed light oil at rates up to 350 bopd on a restricted choke. Reservoir pressure and fluid analysis confirms direct communication with the main Kyzylkiya field to the south.

Reserve Report

National Instrument 51-101 (Standards of Disclosure for Oil and Natural Gas Activities) in Canada has redefined the manner in which companies are required to report their reserves. NI 51-101 establishes new and stricter definitions for proven, probable and possible reserves. Although eligible for an exemption from the standards imposed by NI 51-101, the Company has continually sought to provide the highest level of disclosure to its shareholders and as such has complied with the new policy.

Under the new standards, total proved reserves have decreased by 7.8 million barrels from 356.3 to 348.5 million barrels. Proved plus Probable reserves have decreased from 518.3 million barrels to 490.0 million barrels as of January 1, 2004. This represents an 86% and 49% replacement of 2003 production (55.24 million barrels) for the proved and proved plus probable categories respectively. Corresponding reserve life indices are 6.3 and 8.9 years.

Additionally gas reserves of 5.5 million barrels oil equivalent (boe) are now recognized as the development plans for these reserves are underway, following the start-up of the new 55 megawatt gas-fired power plant at Kumkol.

Fundamentally PetroKazakhstan does not see a decrease in its reserve base but rather views the 2003 reserves as a more conservative estimate of the Company's resource base. The independent assessment by McDaniel & Associates Consultants Ltd. increases PetroKazakhstan's reserves in a number of key areas but reduces reserves or does not credit the company with reserves that in the past would have been added to the resource base. In particular, while the Company is pleased with the results of its appraisal program in North Nurali, the independent reserve auditors have not recognized this success at this stage.

McDaniel & Associates estimate that PetroKazakhstan's proved plus probable plus possible reserves as of January 1, 2004 is now 725.3 million barrels. The Company will continue to focus on the movement of reserves from the possible category to the probable and proved categories. A continuation of our successful exploration program will be key to these reserve enhancements. Five year finding and development costs were $1.85/bbl for proved reserves plus probable reserves and $1.54/bbl for proved reserves.

TRANSPORTATION OF CRUDE OIL TO EXPORT MARKETS

The Company has continued to successfully expand the options available with regard to the export of crude oil. Shipments to Iran continue and are expected to grow to their contractual maximum of 21,200 bopd (one million tonnes) by mid 2004. The capacity at Rey terminal will be further increased during the first half of 2004 to ensure there is sufficient spare capacity to handle the fluctuations in rail car arrival. Additionally, exports by our Turgai Joint Venture (50%) through the Caspian Pipeline Consortium ("CPC") pipeline started in October 2003, increased steadily and will reach 31,000 bopd (gross) in March 2004.

REFINERY OPERATIONS AND REFINED PRODUCT SALES

The Shymkent refinery continued to achieve further gains in operating efficiency particularly through energy savings and yield improvements.

Refining costs were $0.51 per barrel as compared to $0.80 per barrel in 2002.

The Vacuum Distillation Unit (VDU) was completed and started successfully in test mode. The production of Vacuum Gas Oil (VGO) will reduce the production of mazut, a low value product which is in excess supply in the region and will add value as VGO is a highly desirable and high value feedstock for refineries equipped with catalytic cracker units. Over the last two years and prior to the start-up of the VDU, the mazut yield had been reduced from 42% to approximately 30%. Subject to market conditions, the VDU provides the flexibility to reduce the mazut yield as low as 14 %.

Product prices for the full year 2003 returned approximately to the levels seen in 2001 after their decline in 2002. This return reflected increases in Russian refined product prices and strong economic growth in the region.

DIVIDEND POLICY

The Board of Directors has decided to introduce a regular quarterly dividend policy, following recent trends in its peers group.

The first regular quarterly dividend was declared at Canadian $0.15 per share to shareholders of record on April 16, 2004, and will be paid on May 3, 2004.

ANNUAL GENERAL MEETING

PetroKazakhstan advises that the Annual General Meeting of Shareholders will be held at 11:00 am Mountain time (1:00 p.m. Eastern) on Tuesday, May 4, 2004 at the Hyatt Regency Hotel on Stephen Avenue Walk, 700 Centre Street S.E., Calgary, Alberta, Canada. Only shareholders of record on April 2, 2004 will be entitled to vote.

MANAGEMENT DISCUSSION AND ANALYSIS ("MD&A")

A full MD&A of the Fourth Quarter of 2003 is available on the Company's website and can also be obtained on application from the Company.

PetroKazakhstan Inc. is a vertically integrated, international energy company, celebrating its seventh year of operations in the Republic of Kazakhstan. It is engaged in the acquisition, exploration, development and production of oil and gas, refining of oil and the sale of oil and refined products.

PetroKazakhstan shares trade on the New York Stock Exchange, The Toronto Stock Exchange, the London Stock Exchange, and the Frankfurt exchange under the worldwide symbol PKZ. The Company's website can be accessed at www.petrokazakhstan.com.

The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.

This news release contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statements as a result of various factors. You are referred to our Annual Report on Form 20-F and our other filings with the U.S. Securities and Exchange Commission and the Canadian securities commissions for a discussion of the various factors that may affect our future performance and other important risk factors concerning us and our operations.

INTERIM CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS, (DEFICIT)

(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)

UNAUDITED



                      Three months ended                Years ended
                         December 31                    December 31
                           2003   2002               2003        2002
  REVENUE
  Crude oil             180,754     161,508       621,126     481,114
  Refined products      121,557      92,163       481,326     332,639
  Service fees            7,341       2,147        11,532       9,646
  Interest income           996         841         3,340       1,951
                        310,648     256,659     1,117,324     825,350
  EXPENSES
  Production             15,555      18,927        65,516      60,596
  Royalties and          28,146      25,005        82,295      68,714
  taxes
  Transportation         53,396      63,670       224,987     163,801
  Refining                4,618       4,114        15,539      21,721
  Crude oil and          14,066      22,913        56,460      73,327
  refined product
  purchases
  Selling                 7,390       4,529        26,540      23,253
  General and            18,135      16,609        58,489      58,879
  administrative
  Interest and            6,818       9,395        35,579      35,473
  financing costs
  Depletion and          21,107      16,024        81,985      45,088
  depreciation
  Foreign exchange      (1,757)         462       (5,333)       2,233
  (gain) loss
                        167,474     181,648       642,057     553,085

  INCOME BEFORE         143,174      75,011       475,267     272,265
  UNUSUAL ITEMS

  UNUSUAL ITEMS
  Arbitration                 -           -             -       7,134
  settlement

  INCOME BEFORE         143,174      75,011       475,267     265,131
  INCOME TAXES

  INCOME TAXES
  (Note 12)
  Current provision      56,236      36,102       165,379     100,808
  Future income tax     (3,898)     (6,625)       (9,938)       (313)

                         52,338      29,477       155,441     100,495
  NET INCOME BEFORE
  NON-CONTROLLING        90,836      45,534       319,826     164,636
  INTEREST

  NON-CONTROLLING           516         396         2,338       2,068
  INTEREST

  NET INCOME             90,320      45,138       317,488     162,568

  RETAINED EARNINGS
  (DEFICIT),            294,733      48,877        78,821    (66,366)
  BEGINNING OF YEAR

  Normal Course               -    (15,186)      (11,232)    (17,350)
  Issuer Bid
  Preferred share           (8)         (8)          (32)        (31)
  dividends

  RETAINED              385,045      78,821       385,045      78,821
  EARNINGS, END OF
  YEAR

  BASIC NET INCOME         1.16        0.56          4.06        2.01
  PER SHARE (Note 13)

  DILUTED NET              1.11        0.54          3.92        1.93
  INCOME PER SHARE
  (Note 13)


 INTERIM CONSOLIDATED BALANCE SHEETS

 (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

 UNAUDITED


                                                     2003       2002
  ASSETS
  CURRENT
  Cash (Note 5)                                    184,660     74,796
  Accounts receivable (Note 6)                     150,293     92,431
  Inventory                                         36,920     40,529
  Prepaid expenses                                  44,901     44,594
  Current portion of future income tax asset        14,697      9,049
                                                   431,471    261,399

  Deferred charges                                   6,729      5,321
  Restricted cash (Note 7)                          35,468          -
  Future income tax asset                           24,815     24,529
  Property, plant and equipment                    527,136    405,479

  TOTAL ASSETS                                   1,025,619    696,728

  LIABILITIES
  CURRENT
  Accounts payable and accrued liabilities          88,422     90,522
  Short-term debt (Note 9)                          73,225     16,307
  Prepayments for crude oil and refined              6,652      3,540
  products
                                                   168,299    110,369

  Long-term debt (Note 10)                         246,655    281,797
  Provision for future site restoration costs        6,567      4,167
  Future income tax liability                       13,012     17,015
                                                   434,533    413,348

  Non-controlling interest                          13,091     10,753
  Preferred shares of subsidiary                        80         83

  COMMITMENTS AND CONTINGENCIES (Note 17)

  SHAREHOLDERS' EQUITY
  Share capital (Note 11)                          191,695    193,723
  Contributed surplus (Notes 2, 11)                  1,175          -
  Retained earnings                                385,045     78,821
                                                   577,915    272,544

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     1,025,619    696,728




 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

 (EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)

 UNAUDITED

                         Three months ended               Years ended
                                December 31               December 31
                          2003         2002         2003         2002

  OPERATING
  ACTIVITIES
  Net income            90,320       45,138      317,488      162,568
  Items not
  affecting cash:
  Depletion and         21,107       16,024       81,985       45,088
  depreciation
  Amortization of          374          389        3,936        1,402
  deferred charges
  Non-controlling          516          396        2,338        2,068
  interest
  Other non-cash         3,120        1,058        4,122        5,981
  charges
  Future income        (3,898)      (6,625)      (9,938)        (313)
  tax

  Cash flow            111,539       56,380      399,931      216,794

  Changes in          (15,119)      (6,268)     (60,581)     (37,816)
  non-cash
  operating
  working capital
  items (Note 15)

  Cash flow from        96,420       50,112      339,350      178,978
  operating
  activities

  FINANCING
  ACTIVITIES
  Short-term debt,     (2,575)     (45,331)        5,806     (26,610)
  net (Note 15)
  Purchase of                -     (20,483)     (14,848)     (23,549)
  common shares
  (Note 11)
  Long-term debt      (70,176)     (34,272)       12,364     (17,658)
  (Notes 10, 15)
  Deferred charges        (41)      (2,850)      (3,642)      (2,850)
  paid
  Proceeds from            796          677        1,588        1,417
  issue of share
  capital, net of
  share issuance
  costs
  Preferred share          (8)          (8)         (32)         (31)
  dividends

  Cash flow (used     (72,004)    (102,267)        1,236     (69,281)
  in) from
  financing
  activities


  INVESTING
  ACTIVITIES
  Restricted cash            -            -     (35,468)            -
  (Note 7)
  Capital             (74,990)     (35,293)    (196,470)    (136,852)
  expenditures
  Proceeds from              -            -        1,258            -
  sale of
  property, plant
  and equipment
  Long-term                  -            -            -       40,000
  investment
  Acquisition of          (38)            -         (38)      (2,853)
  subsidiary, net
  of cash acquired
  Purchase of                -          (2)          (4)          (8)
  preferred shares
  of subsidiary

  Cash flow used      (75,028)     (35,295)    (230,722)     (99,713)
  in investing
  activities

  (DECREASE)
  INCREASE IN CASH    (50,612)     (87,450)      109,864        9,984

  CASH, BEGINNING      235,272      162,246       74,796       64,812
  OF PERIOD

  CASH, END OF         184,660       74,796      184,660       74,796
  PERIOD

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN UNITED STATES DOLLARS, TABULAR AMOUNTS IN THOUSANDS OF DOLLARS EXCEPT WHERE INDICATED OTHERWISE)

UNAUDITED

1 SIGNIFICANT ACCOUNTING POLICIES

The interim consolidated financial statements of PetroKazakhstan Inc. ("PetroKazakhstan" or the "Corporation") have been prepared by management, in accordance with generally accepted accounting principles in Canada. PetroKazakhstan Inc. was formerly known as Hurricane Hydrocarbons Ltd. Its main operating subsidiaries Hurricane Kumkol Munai ("HKM") and Hurricane Oil Products ("HOP") were renamed PetroKazakhstan Kumkol Resources ("PKKR") and PetroKazakhstan Oil Products ("PKOP"), respectively. Certain information and disclosures normally required to be included in the notes to the annual financial statements have been omitted or condensed. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in PetroKazakhstan's Annual Report for the year ended December 31, 2002. The accounting principles applied are consistent with those as set out in the Corporation's annual financial statements for the year ended December 31, 2002.

The presentation of certain amounts for previous periods has been changed to conform with the presentation adopted for the current period.

2 CHANGES IN ACCOUNTING STANDARDS

Effective January 1, 2002 the Corporation adopted the recommendations of the Canadian Institute of Chartered Accountants regarding stock based compensation. The Canadian Institute of Chartered Accountants revised their recommendations and effective January 1, 2004 recognition of compensation expense using the fair value of the equity instrument granted is required. The Corporation has adopted this recommendation on a prospective basis, effective January 1, 2003 as provided under the transitional provisions. Accordingly, the Corporation has recognized compensation expense for all common stock options granted to employees and non-executive directors on or after January 1, 2003 using the estimated fair value. The Corporation has recorded compensation expense of $1.2 million in general and administrative expenses within the consolidated statements of income and retained earnings for the three months and year ended December 31, 2003 with a corresponding increase in contributed surplus within shareholder's equity. Compensation expense for options granted on or after January 1, 2003 is recognized as compensation expense over the vesting period of the respective options. For common share options granted prior to January 1, 2003 the Corporation discloses the pro forma impact on net income and net income per share as if the estimated fair value of common stock options granted had been recognized as an expense.

3 SEGMENTED INFORMATION

On a primary basis, the business segments are:


 * Upstream comprising the exploration, development and production of
   crude oil and natural gas.
 * Downstream comprising refining and the marketing of refined
   products and the management of the marketing of crude oil.

Upstream results include revenue from crude oil sales to Downstream, reflected as crude oil purchases in Downstream, as this presentation properly reflects segment results. This revenue is eliminated on consolidation.

The consolidated income tax impact of non-deductible interest expense of $2.6 million for the year ended December 31, 2003 ($7.5 million - 2002) has been allocated to Corporate.


 Three Months Ended December 31, 2003


               Upstream Downstream Corporate Eliminations Consolidated
  REVENUE
  Crude oil     205,519          -         -     (24,765)      180,754
  Refined        34,676    102,152         -     (15,271)      121,557
  products
  Service fees    5,868      1,256       217            -        7,341
  Interest          217        112       667            -          996
  income
                246,280    103,520       884     (40,036)      310,648

  EXPENSES
  Production     15,555          -         -            -       15,555
  Royalties      29,160    (1,014)         -            -       28,146
  and taxes
  Transportati   53,421       (25)         -            -       53,396
  on
  Refining            -      4,618         -            -        4,618
  Crude oil      23,132     30,970         -     (40,036)       14,066
  and refined
  product
  purchases
  Selling         2,630      4,760         -            -        7,390
  General and     9,185      6,375     2,575            -       18,135
  administrative
  Interest        6,109        695        14            -        6,818
  and
  financing
  costs
  Depletion      16,263      4,744       100            -       21,107
  and
  depreciation
  Foreign         4,910    (7,840)     1,173            -      (1,757)
  exchange
  loss (gain)
                160,365     43,283     3,862     (40,036)      167,474

  INCOME         85,915     60,237   (2,978)            -      143,174
  (LOSS)
  BEFORE
  INCOME TAXES

  INCOME TAXES
  Current        43,023     13,277      (64)            -       56,236
  provision
  Future        (18,079)    14,181         -            -      (3,898)
  income tax
                 24,944     27,458      (64)                    52,338

  NON-CONTROLLING
  INTEREST            -        516         -            -          516
  NET INCOME     60,971     32,263   (2,914)            -       90,320
  (LOSS)

There were no sales to an individual customer in excess of 10% of consolidated revenue.

Revenue eliminations are intersegment revenue.


  Three months ended                Export    Domestic    Consolidated
  December 31, 2003

                  Crude oil        164,544      16,210         180,754
                  Refined           31,348      90,209         121,557
                  products


  As at December 31,    Upstream  Downstream  Corporate  Consolidated
  2003

           Total         721,859     157,474    146,286      1,025,619
           assets
           Total         387,087      45,383      2,063        434,533
           liabilities
           Capital        71,362       7,509        248         79,119
           expenditures
           in the
           quarter





  Three Months Ended December 31, 2002

               Upstream Downstream Corporate Eliminations Consolidated

  REVENUE
  Crude oil     181,236          -         -     (19,728)      161,508
  Refined         6,345     87,885         -      (2,067)       92,163
  products
  Service fees    1,471        657        19            -        2,147
  Interest         (21)        116       746            -          841
  income
                189,031     88,658       765     (21,795)      256,659

  EXPENSES
  Production     18,927          -         -            -       18,927
  Royalties      19,057      5,948         -            -       25,005
  and taxes
  Transportation 63,660         10         -            -       63,670
  Refining            -      4,114         -            -        4,114
  Crude oil      17,609     27,099         -     (21,795)       22,913
  and refined
  product
  purchases
  Selling           795      3,734         -            -        4,529
  General and    12,108      5,401     (900)            -       16,609
  administrative
  Interest and    2,728        349     6,318            -        9,395
  financing
  costs
  Depletion      11,484      4,516        24            -       16,024
  and
  depreciation
  Foreign           140        235        87            -          462
  exchange loss
                146,508     51,406     5,529     (21,795)      181,648

  INCOME         42,523     37,252   (4,764)            -       75,011
  (LOSS)
  BEFORE
  INCOME TAXES

  INCOME TAXES
  Current        22,085     11,928     2,089            -       36,102
  provision
  Future         (7,770)     1,145         -            -      (6,625)
  income tax
                 14,315     13,073     2,089            -       29,477

  NON-CONTROLLING
  INTEREST            -        396         -            -          396
  NET INCOME     28,208     23,783   (6,853)            -       45,138
  (LOSS)

There were no sales to an individual customer in excess of 10% of consolidated revenue.



  Three months ended                  Export   Domestic   Consolidated
  December 31, 2002

                   Crude oil         145,916     15,592        161,508
                   Refined            15,605     76,558         92,163
                   products


  As at December 31,     Upstream  Downstream  Corporate  Consolidated
  2002

           Total assets   493,920     169,071     33,737       696,728
           Total          148,247      36,859    228,242       413,348
           liabilities
           Capital         36,990       1,765      (212)        38,543
           expenditures
           in the quarter




   Year Ended December 31, 2003

               Upstream Downstream Corporate Eliminations Consolidated

  REVENUE
  Crude oil     729,607          -         -    (108,481)      621,126
  Refined        77,618    441,200         -     (37,492)      481,326
  products
  Service fees    9,086      2,191       255            -       11,532
  Interest          936        416     1,988            -        3,340
  income
                817,247    443,807     2,243    (145,973)    1,117,324
  EXPENSES
  Production     65,516          -         -            -       65,516
  Royalties      80,046      2,249         -            -       82,295
  and taxes
  Transportati  223,000      1,987         -            -      224,987
  on
  Refining            -     15,539         -            -       15,539
  Crude oil      55,467    146,966         -    (145,973)       56,460
  and refined
  product
  purchases
  Selling        10,508     16,032         -            -       26,540
  General and    32,721     20,285     5,483            -       58,489
  administrative
  Interest       24,226      2,576     8,777            -       35,579
  and
  financing
  costs
  Depletion      62,954     18,849       182            -       81,985
  and
  depreciation
  Foreign         2,632    (9,863)     1,898            -      (5,333)
  exchange
  loss (gain)
                557,070    214,620    16,340    (145,973)      642,057

  INCOME        260,177    229,187  (14,097)            -      475,267
  (LOSS)
  BEFORE
  INCOME TAXES

  INCOME TAXES
  Current       108,350     52,670     4,359            -      165,379
  provision
  Future       (25,900)     15,962         -            -      (9,938)
  income tax
                 82,450     68,632     4,359            -      155,441

  NON-CONTROLLING
  INTEREST            -      2,338         -            -        2,338

  NET INCOME    177,727    158,217  (18,456)            -      317,488
  (LOSS)

There were no sales to an individual customer in excess of 10% of consolidated revenue.



  Year ended December 31, 2003     Export    Domestic    Consolidated

                  Crude oil        596,673      24,453         621,126
                  Refined          113,700     367,626         481,326
                  products


  As at December 31,    Upstream  Downstream  Corporate  Consolidated
  2003
           Total         721,859     157,474    146,286      1,025,619
           assets
           Total         387,087      45,383      2,063        434,533
           liabilities
           Capital       183,134      19,070      1,009        203,213
           expenditures
           for the year




  Year Ended December 31, 2002

               Upstream Downstream Corporate Eliminations Consolidated

  REVENUE
  Crude oil     566,033          -         -     (84,919)      481,114

  Refined        97,761    266,420         -     (31,542)      332,639
  products
  Processing      5,610      3,423       613            -        9,646
  fees
  Interest and      282        217     1,452            -        1,951
  other income
                669,686    270,060     2,065    (116,461)      825,350

  EXPENSES
  Production     60,596          -         -            -       60,596
  Royalties      61,400      7,314         -            -       68,714
  and taxes
  Transportation 163,791        10         -            -      163,801
  Refining            -     21,721         -            -       21,721
  Crude oil      68,758    121,030         -    (116,461)       73,327
  and refined
  product
  purchases
  Selling         6,815     16,438         -            -       23,253
  General and    37,093     17,216     4,570            -       58,879
  administrative
  Interest and    9,023      1,514    24,936            -       35,473
  financing
  costs
  Depletion      31,647     13,347        94            -       45,088
  and
  depreciation
  Foreign         1,024        995       214            -        2,233
  exchange loss
                440,147    199,585    29,814    (116,461)      553,085

  INCOME        229,539     70,475  (27,749)            -      272,265
  (LOSS)
  BEFORE
  UNUSUAL ITEMS

  UNUSUAL ITEM
  Arbitration     7,134          -         -            -        7,134
  settlement

  INCOME
  BEFORE        222,405     70,475  (27,749)            -      265,131
  INCOME TAXES

  INCOME TAXES
  Current        71,981     26,463     2,364            -      100,808
  provision
  Future            256      (569)         -            -        (313)
  income tax
                 72,237     25,894     2,364            -      100,495

  NON-CONTROLLING
  INTEREST            -      2,068         -            -        2,068

  NET INCOME    150,168     42,513  (30,113)            -      162,568
  (LOSS)

Included in Upstream crude oil revenue are sales to one customer in the amount of $103.0 million.



  Year ended December 31, 2002        Export   Domestic   Consolidated

                   Crude oil         445,290     35,824        481,114
                   Refined            53,711    278,928        332,639
                   products


  As at December 31,     Upstream  Downstream  Corporate  Consolidated
  2002

           Total assets   493,920     169,071     33,737       696,728
           Total          148,247      36,859    228,242       413,348
           liabilities
           Capital        131,875       8,227          -       140,102
           expenditures
           for the year

4 JOINT VENTURES

The Corporation has the following interests in two joint ventures:

a) a 50% equity shareholding with equivalent voting power in Turgai Petroleum CJSC ("Turgai"), which operates the northern part of the Kumkol field in Kazakhstan.

b) a 50% equity shareholding with equivalent voting power in LLP Kazgermunai ("Kazgermunai"), which operates three oil fields in Kazakhstan: Akshabulak, Nurali and Aksai.

The following amounts are included in the Corporation's consolidated financial statements as a result of the proportionate consolidation of its joint ventures before consolidation eliminations:



                                 Three months ended December 31, 2003
                                    Turgai     Kazgermunai      Total

  Revenue                             28,325         36,400     64,725
  Expenses                            22,721         27,339     50,060
  Net income                           5,604          9,061     14,665
  Cash flow from                      10,701         13,419     24,120
  operating activities
  Cash flow used in                        -        (3,301)    (3,301)
  financing activities
  Cash flow used in                 (20,436)       (10,789)   (31,225)
  investing activities

The revenue for the three months ended December 31, 2003 includes $5.4 million of crude oil sales made by Turgai to Downstream. This amount was eliminated on consolidation.



                                  Three months ended December 31, 2002
                                       Turgai   Kazgermunai      Total

  Revenue                              20,143        15,262     35,405
  Expenses                             15,938        10,958     26,896
  Net income                            4,205         4,304      8,509
  Cash flow from                       15,654         7,648     23,302
  operating activities
  Cash flow used in                         -      (17,454)   (17,454)
  financing activities
  Cash flow used in                  (19,211)       (4,805)   (24,016)
  investing activities

The revenue for the three months ended December 31, 2002 includes $1.9 million price adjustments reducing export sales for the third quarter 2002. In addition, included in Turgai's revenue for the three months 2002 is $20.6 million of crude oil sales made by Turgai and $0.5 million of crude oil sales made by Kazgermunai to Downstream. These amounts were eliminated on consolidation.



                                         Year ended December 31, 2003
                                    Turgai     Kazgermunai      Total

  Cash                                 8,370         10,432     18,802
  Current assets,                     26,890         32,875     59,765
  excluding cash
  Capital assets, net                 82,682         66,397    149,079
  Current liabilities                 76,533         11,260     87,793
  Long-term debt                           -         37,743     37,743
  Revenue                            118,167        111,860    230,027
  Expenses                            81,623         76,675    158,298
  Net income                          36,544         35,185     71,729
  Cash flow from                      58,566         39,089     97,655
  operating activities
  Cash flow used in                        -        (9,317)    (9,317)
  financing activities
  Cash flow used in                 (50,503)       (22,193)   (72,696)
  investing activities

The revenue for the year ended December 31, 2003 includes $35.9 million of crude oil sales made by Turgai to Downstream and $2.5 million of crude oil sales made by Turgai to Upstream. These amounts were eliminated on consolidation.

The revenue for the year ended December 31, 2003 includes $0.5 million of crude oil sales made by Kazgermunai to Upstream and no crude oil sales to Downstream. This amount was eliminated on consolidation.



                                          Year ended December 31, 2002
                                       Turgai   Kazgermunai      Total

  Cash                                    307         2,854      3,161
  Current assets,                      14,248        14,743     28,991
  excluding cash
  Capital assets, net                  41,602        58,853    100,455
  Current liabilities                  24,909         4,798     29,707
  Long-term debt                            -        45,231     45,231
  Revenue                              72,938        48,284    121,222
  Expenses                             47,241        37,431     84,672
  Net income                           25,697        10,853     36,550
  Cash flow from                       25,420        19,264     44,684
  operating activities
  Cash flow used in                         -      (15,837)   (15,837)
  financing activities
  Cash flow used in                  (26,613)      (12,089)   (38,702)
  investing activities

The revenue for the year ended December 31, 2002 includes $55 million of crude oil sales made by Turgai and $6.3 million of crude oil sales made by Kazgermunai to Downstream. These amounts were eliminated on consolidation.

5 CASH

As at December 31, 2002 cash included $5.7 million of cash dedicated to a margin account for the Corporation's hedging program, which was released on January 2, 2003, when PKKR entered into a new facility agreement (Note 10).

6 ACCOUNTS RECEIVABLE



 Accounts receivable consist of the following:


                                             2003      2002

            Trade                           78,330   61,085
            Value added tax recoverable     14,816    1,718
            Due from Turgai                 37,231   17,357
            Other                           19,916   12,271
                                           150,293   92,431

7 RESTRICTED CASH

Restricted cash is $10.5 million of cash dedicated to a debt service reserve account for the Corporation's Term Facility (nil as at December 31, 2002). This cash is not available for general corporate purposes until the Term Facility is repaid in full (please refer to Note 10).

Restricted cash balance as at December 31, 2003 includes $25.0 million of cash dedicated to a margin account for the hedging program (Note 10).

8 ACCOUNTS PAYABLE



 Accounts payable consist of the following:


                                       2003      2002

                   Trade              66,115   67,167
                   Crude royalties    16,133   15,929
                   Taxes payable           -    4,729
                   Other               6,174    2,697
                                      88,422   90,522


 9     SHORT-TERM DEBT


                                               2003      2002
          Working capital facilities               -    3,268
          Current portion of term facility    35,692        -
          Current portion of term loans        2,039    2,039
          Joint venture loan payable          11,000   11,000
          PKOP bonds (Note 10)                24,494        -
                                              73,225   16,307

The Corporation has four working capital facilities available totaling $72 million, that are revolving, three of the facilities are unsecured with one of the facilities secured by a mortgage on our office building in Almaty and the facilities have interest rates ranging from LIBOR plus 3.5% per annum to 14% per annum.

10 LONG-TERM DEBT



 Long-term debt is represented by:

                                         2003       2002

                Term facility           71,384         -
                9.625% Notes           125,000         -
                12% Notes                    -   208,210
                Kazgermunai debt        37,743    45,231
                Term loans              12,528    15,194
                PKOP bonds                   -    13,162
                                       246,655   281,797

Term facility

On January 2, 2003, PetroKazakhstan Kumkol Resources ("PKKR") entered into a $225.0 million term facility secured by crude oil export contracts. This facility is repayable in 42 equal monthly installments commencing July 2003. The facility bears interest at a rate of LIBOR plus 3.25% per annum. PKKR has drawn $190.0 million under this facility and has chosen not to utilize the remainder. PKKR has the right to repay the facility prior to its maturity, under certain terms and conditions and is required to make mandatory prepayments when the price of crude oil exceeds $24 Brent for the preceding month. As at December 31, 2003 PKKR has repaid principal in the amount of $82.9 million, representing a $50.0 million early repayment, $8.8 million of mandatory prepayments and $24.1 million representing monthly installment repayments. When mandatory prepayments are made, monthly installments are recalculated taking into account the prepayment. The mandatory prepayments also form a cumulative prepayment credit, which may, at the option of the Corporation, be used to reduce the amount of a required monthly installment by up to 65% in the event that average Brent oil prices fall below $17.0 for the preceding month.

The estimated prepayment amount for 2004, using forward Brent prices and minimum assigned volumes is $14.0 million. This amount has not been classified as current in the balance sheet because actual Brent crude oil prices may differ significantly from forward Brent.

As a guarantor of the facility, the Corporation must comply with certain covenants including a limitation as to total debt and certain other financial covenants. The Corporation must also maintain a minimum cash balance of $40.0 million, of which an amount equal to 3 months principal and interest payments must be maintained in a security deposit account (see Note 7).

PKKR is required to hedge 450,000 barrels of crude oil production per month for 2004 with a minimum price of $17.0 per bbl. As PKKR has not drawn the full amount of the facility, the hedged volumes have been reduced to 372,500 barrels of crude oil per month for 2004.

As of December 31, 2003, the Corporation is in compliance with all covenants under the facility agreement.

Included in deferred charges as at December 31, 2003 are $2.8 million of issue costs related to the Term facility, which will be amortized over the term of the facility.

9.625% Notes

On February 12, 2003, PetroKazakhstan Finance B.V., a wholly owned subsidiary of PKKR issued U.S. $125.0 million 9.625% Notes due February 12, 2010. The Notes are unsecured, unconditionally guaranteed by the Corporation, PKKR and PKOP, and were issued at a price of 98.389% of par value. Each of the guarantors has agreed to certain covenants, including limitations on indebtedness, restrictions on payments of dividends, repurchase all or any part of the notes at the holders' discretion in the case of the occurrence of a change of control.

Issue costs of $1.8 million and the discount on the sale of the Notes of $2.0 million are recorded as deferred charges and will be amortized over the term of the Notes.

12% Notes

The Corporation declared a special dividend of C$4.00 per share to the shareholders of record as of August 2, 2001 in the form of $208,610,000, 12% Notes issued on August 3, due in 2006. These Notes were unsecured, bore interest at the rate of 12% per annum payable semi-annually on August 3 and February 3 and matured on August 4, 2006. The Notes were redeemable at the Corporation's option in whole or in part on the interest payment dates at 102% up to and including February 3, 2003, at 101% up to and including February 3, 2004 and at 100% thereafter. Each holder of the Notes had the right, upon the occurrence of a change in control, to require the Company to repurchase all or any part (equal to $10,000 or an integral multiple thereof) of the Notes at a price of 101% of the aggregate principal plus accrued and unpaid interest.

Upon issuance, the Corporation paid fractional interests and withholding taxes of $31.8 million in cash and retained a corresponding amount of the Notes. The Corporation repurchased $0.9 million of these Notes on the market in 2001 and subsequently sold all of the Notes except for $0.4 million of the Notes, which were cancelled.

On February 3, 2003 the Corporation redeemed all $208.2 million of its outstanding 12% Notes. The Notes were redeemed for an aggregate redemption price of $212.4 million, representing 102% of the principal amount of the Notes, plus accrued and unpaid interest of $12.5 million, for a total of $224.9 million.

The unamortized issue costs related to the Notes of $1.4 million as at December 31, 2002 ($1.8 million as at December 31, 2001), and the discount on sale of Notes of $1.1 million as at December 31, 2002 ($0.9 million as at December 31, 2001) are recorded as deferred charges and are being amortized over the term of the Notes. These amounts were expensed upon redemption.

Kazgermunai debt

The Kazgermunai debt is non-recourse to the Corporation. During the year ended December 31, 2003, Kazgermunai repaid $36.6 million (50% - $18.3 million) of principal and interest.

Term loans

PKKR has obtained secured term loans guaranteed by Export Credit Agencies for certain equipment related to the Kyzylkiya, Aryskum and Maibulak ("KAM") pipeline and the Gas Utilization Facility. The loans are secured by the equipment purchased, bear interest at LIBOR plus 4% per annum, are repayable in equal semi-annual installments and have final maturity dates ranging from five to seven years.

PKOP bonds

On February 16, 2001 PetroKazakhstan Oil Products ("PKOP") registered 250,000 unsecured bonds (par value $100) in the amount of $25 million with the National Securities Commission of the Republic of Kazakhstan (the "PKOP bonds"). The PKOP bonds have a three-year maturity, are due on February 26, 2004 and bear a coupon rate of 10% per annum. The PKOP bonds are listed on the Kazakh Stock Exchange.

As at December 31, 2002 134,800 bonds had been issued for consideration of $13.2 million. On February 13, 2003, PKOP issued the remaining 115,200 Bonds for consideration of $11.3 million.

The PKOP bonds contain certain covenants including a limitation on indebtedness.

Repayment

Principal repayments due for each of the next five years and in total are as follows:



                           2004     2005     2006    2007    2008
        9.625% Notes          -        -        -       -       -
        Term Facility    35,692   35,692   35,692       -       -
        Kazgermunai           -        -        -       -       -
        Term loans        2,039    2,665    2,665   2,271   1,878
                         37,731   38,357   38,357   2,271   1,878




                                       Less amounts
                                        included in
                                    short-term debt    Total long-term
                   There-after                                    debt
  9.625% Notes         125,000                    -            125,000
  Term Facility              -             (35,692)             71,384
  Kazgermunai           37,743                    -             37,743
  Term loans             3,049              (2,039)             12,528
                       165,792             (37,731)            246,655

The Kazgermunai debt does not have fixed repayment terms.

Interest Expense



                           Three months ended             Years ended
                                  December 31             December 31
                                 2003    2002           2003     2002
  Interest on
  long-term debt                 5,821   7,476         23,375   29,897
  (including
  amortization of
  discount and issue
  costs)
  Interest on
  short-term debt                  997   1,919         12,204    5,576
  (including
  amortization of
  discount and issue
  costs)
                                 6,818   9,395         35,579   35,473

11 SHARE CAPITAL

Authorized share capital consists of an unlimited number of Class A common shares, and an unlimited number of Class A redeemable preferred shares, issuable in series.

Issued Class A common shares:



                         Three months ended         Three months ended
                          December 31, 2003          December 31, 2002
                            Number    Amount          Number    Amount

  Balance,              77,771,788   190,899      81,041,485   198,346
  beginning of
  period
  Shares                                         (2,165,409)   (5,297)
  repurchased and                -         -
  cancelled
  pursuant to
  Normal Course
  Issuer Bid (a)
  Stock options            137,525       816          73,150       694
  exercised for
  cash
  Corresponding                                        7,649      (20)
  convertible               10,913      (20)
  securities,
  converted (c)
  Balance, end of       77,920,226   191,695      78,956,875   193,723
  period




                                 Year ended                 Year ended
                          December 31, 2003          December 31, 2002
                            Number    Amount          Number    Amount

  Balance,              78,956,875   193,723     80,103,784   198,506
  beginning of
  period
  Shares
  repurchased and      (1,477,400)   (3,616)     (2,531,870)   (6,199)
  cancelled
  pursuant to
  Normal Course
  Issuer Bid (a)
  Stock options            411,275     1,608       1,267,525     1,314
  exercised for
  cash
  Corresponding
  convertible               29,476      (20)         125,756       113
  securities,
  converted (b)
  Cancelled                      -         -         (8,320)      (11)
  shares (c)
  Balance, end of       77,920,226   191,695      78,956,875   193,723
  period

(a) During the third quarter of 2002, the Corporation adopted a normal course issuer bid to repurchase, for cancellation, up to 5,253,238 common shares during the period from August 7, 2002 to August 6, 2003. This repurchase program, which was renewed on August 5, 2003, allows the Corporation to repurchase for cancellation, up to 5,775,028 common shares during the period from August 7, 2003 to August 6, 2004. As at December 31, 2002, the Corporation had purchased and cancelled 2,531,870 shares at an average price of C$14.57 per share. The Corporation purchased and cancelled an additional 1,477,400 at an average price of C$14.69 per share during the year ended December 31, 2003. The excess of cost over the book value for the shares purchased was applied to retained earnings.

(b) On March 31, 2000, also in connection with the acquisition of PKOP, the Corporation issued corresponding convertible securities as follows:

Options to purchase 1,105,753 Common Shares of the Corporation at prices and terms which are identical to those options outstanding at March 31, 2000, but in each case the number of options equals 41.16% of the outstanding options. This percentage was changed to 40.80% of the outstanding options granted prior to March 31, 2000. As at December 31, 2003 there were no outstanding corresponding convertible securities (66,193 - as at December 31, 2002).

(c) The Corporation cancelled 8,320 shares in 2002 to correct the number of shares issued on the exercise of stock options in 2001. The Corporation cancelled 153,657 of the shares issued for the acquisition of PKOP in 2001 to correct an error made upon issuance.

(d) The Corporation maintains an incentive stock option plan ("plan") under which directors, officers and key personnel may be granted options to purchase class A common shares of the Corporation. The Corporation has reserved 8,076,050 class A common shares for issuance upon the exercise of options granted under the terms of the plan (2002- 8,076,050). The Board of Directors determines the exercise price of each option, provided that no option shall be granted with an exercise price at a discount to market. The vesting periods established under the Corporation's stock option plan and the term of the options are set by the board of directors, subject to a maximum term for any option of 10 years. Granted options have a vesting period of 3-5 years, except for options granted to non-executive directors, which vest immediately.

A summary of the status of the Corporation's stock option plan as of December 31, 2003 and the changes during the year ended December 31, 2003 and year ended December 31, 2002 is presented below (expressed in Canadian dollars):



                                    Options           Weighted Average
                                                       Exercise Price

  Outstanding at December 31,      5,736,880                      3.07
  2001

  Granted                            605,000                     14.65
  Exercised                      (1,393,281)                      1.09
  Forfeited                         (98,463)                      6.73
  Outstanding at December 31,      4,850,136                      5.01
  2002

  Granted                            791,000                     25.82
  Exercised                        (440,751)                      3.76
  Forfeited                         (84,925)                      9.27
  Outstanding at December 31,      5,115,460                      8.17
  2003

  Options exercisable as at:
  December 31, 2002 (as            1,908,798                      3.87
  amended)
  December 31, 2003                2,816,683                      5.14

The pro forma net income per share had we recognized compensation expense using the fair value of common stock options granted for all stock options outstanding prior to January 1, 2003 follows:



                          Three months ended              Years ended
                                 December 31              December 31
                              2003      2002           2003      2002
  Net income
  As reported                90,320    45,138       317,488    162,568
  Compensation cost         (1,903)   (1,922)       (2,188)    (2,530)
  Pro forma                  88,417    43,216       315,300    160,038
  Basic net income
  per share
  As reported                  1.16      0.56          4.06       2.01
  Pro forma                    1.14      0.54          4.03       1.98
  Diluted net
  income per share
  As reported                  1.11      0.54          3.91       1.93
  Pro forma                    1.09      0.52          3.88       1.90

12 INCOME TAXES

The provision for income taxes differs from the results, which would have been obtained by applying the statutory tax rate of 30% to the Corporation's income before income taxes. This difference results from the following items:



                          Three months ended              Years ended
                                 December 31              December 31
                               2003     2002           2003      2002

  Statutory                     30%      30%            30%       30%
  Kazakhstan income
  tax rate
  Expected tax                42,952   22,503       142,580    79,539
  expense
  Non-deductible               6,666    2,248        10,141    16,230
  amounts, net
  Higher rate for              2,720        -         2,720         -
  Kazgermunai
  Reversal of lower                -    4,726             -     4,726
  tax rate for South
  Kumkol field

  Income tax expense          52,338   29,477        155,441   100,495

13 NET INCOME PER SHARE

The income per share calculations are based on the weighted average and diluted numbers of Class A common shares outstanding during the period as follows:



                        Three months ended                Years ended
                               December 31                December 31
                         2003         2002          2003         2002
  Weighted
  average number    77,827,328   80,291,859    78,149,903   80,853,597
  of common
  shares
  outstanding
  Dilution from
  options            3,283,376    3,280,410     3,142,302    3,346,939
  (including
  convertible
  securities)
  Diluted           81,110,704   83,572,269    81,292,206   84,200,536
  number of
  shares
  outstanding

100,000 options were excluded from the calculation of diluted number of shares outstanding for the three months ended December 31, 2003 (774,000 options for the year ended December 31, 2003), as the exercise price was in excess of the average market price for the year. No options were excluded from the calculation of diluted number of shares outstanding for the three months and year ended December 31, 2002.

14 FINANCIAL INSTRUMENTS

The Corporation has entered into a commodity-hedging program where it is utilizing derivative instruments to manage the Corporation's exposure to fluctuations in the price of crude oil. The Corporation has entered into the following contracts with a major financial institution.



    Contract       Contract      Contract       Price Ceiling   Price
     Amount        Period          Type                   or    Floor
    (bbls per                                      Contracted
     month)                                            Price

  75,000         January       Zero cost                28.00    17.00
                 2004 to       collar
                 December
                 2004

  75,000         January       Zero cost                29.00    17.00
                 2004 to       collar
                 December
                 2004

  75,000         January       Zero cost                29.25    17.00
                 2004 to       collar
                 December
                 2004

  37,500         January       Zero cost                29.60    17.00
                 2004 to       collar
                 December
                 2004

  110,000        January       Zero cost                30.20    18.00
                 2004 to       collar
                 December
                 2004

  120,000        January       IPE Future         26.30-26.52
                 2005 to
                 March 2005

  40,000         April 2005    IPE Future               25.92
                 to June 2005

  458,333        January       IPE Future         25.65-25.90
                 2005 to
                 December
                 2005

The unrealized loss on these hedges is $2.8 million as at December 31, 2003.

15 CASH FLOW INFORMATION



 Interest and income taxes paid:

                           Three Months Ended            Years Ended
                                 December 31             December 31,
                               2003     2002            2003     2002

  Interest paid                3,005    1,280          33,988   30,622
  Income taxes                68,621   49,333         173,275   97,903
  paid

 Changes in non-cash operating working capital items include:



                            Three Months Ended            Years Ended
                                   December 31            December 31
                               2003       2002        2003       2002

  (Increase)/decrease        (3,536)   (10,524)    (57,525)   (40,144)
  in accounts receivable
  (Increase)/decrease        (3,458)   (10,176)       3,609   (10,583)
  in inventory
  Decrease/(increase)            397      7,580       (306)   (27,275)
  in prepaid expenses
  (Decrease)/increase
  in accounts payable       (12,785)     14,621     (9,470)     44,068
  and accrued
  liabilities
  Increase/(decrease)
  in prepayments               4,263    (7,769)       3,111    (3,882)
  for crude oil and
  refined products
                            (15,119)    (6,268)    (60,581)   (37,816)

 Change in long-term debt includes:



                         Three Months Ended               Years Ended
                                December 31               December 31
                            2003       2002           2003       2002

  Proceeds from                 -          -              -          -
  PKOP bonds
  Proceeds from                 -          -        190,000          -
  term facility
  Repayment of           (66,703)   (16,000)       (82,923)   (16,000)
  term facility
  12% Notes sold,               -          -              -     17,195
  net of discount
  Redemption of                 -          -      (208,210)          -
  12% Notes
  Proceeds for
  sale of 9.625%                -          -        122,986          -
  Notes, net of
  discount
  Repayment of            (3,473)   (18,272)        (9,489)   (18,853)
  Kazgermunai debt
  Repayment of                  -          -                         -
  Canadian and US
  notes
                         (70,176)   (34,272)         12,364   (17,658)

 Change in short-term debt includes:

                         Three Months Ended               Years Ended
                                December 31               December 31
                            2003       2002           2003       2002
  Proceeds from                 -          -         11,332          -
  PKOP bonds
  Proceeds from                 -          -              -     40,000
  term facility
  Repayment of                  -   (44,000)              -   (44,000)
  term facility
  Joint venture                 -          -              -      5,000
  loan
  Proceeds from             6,693      8,356         66,079     64,954
  working capital
  facilities
  Repayment of            (9,268)   (11,687)       (71,605)   (92,564)
  working capital
  facilities
                          (2,575)   (45,331)          5,806   (26,610)

16 FAIR VALUE OF FINANCIAL INSTRUMENTS

As at December 31, 2003 the fair value, the related method of determining fair value and the carrying value of the Corporation's financial instruments were as follows.

The fair value of current assets and current liabilities approximates their carrying amounts due to the short-term maturity of these instruments.

The fair value of long-term debt is based on publicly quoted market values and current market conditions for instruments of a similar nature.



                               Carrying Value   Fair Value
              Long-term debt       246,489        264,155

17 COMMITMENTS AND CONTINGENCIES

Kazakhstani environment

Kazakhstan, as an emerging market, has a legal and regulatory infrastructure that is not as mature and stable as those usually existing in more developed free market economies. As a result, operations carried out in Kazakhstan can involve risks and uncertainties that are not typically associated with those in developed markets.

The instability associated with the ongoing transformation process to a market economy can lead to changes in the business conditions in which the Corporation currently operates. Changes in the political, legal, tax or regulatory environment could adversely impact the Corporation's operations.

Tax matters

The local and national tax environment in the Republic of Kazakhstan is subject to change and inconsistent application, interpretation and enforcement. Non-compliance with Kazakhstan laws and regulations, as interpreted by the Kazakh authorities, can lead to the imposition of fines, penalties and interest.

In response to the Corporation's submission, the Minister of Finance initiated the creation of a high- level Working Group between its Officials and the Corporation's representatives to address and seek resolution of all outstanding tax issues through dialogue and negotiations. On January 22, 2004, the Working Group signed a memorandum that sets out the agreed resolution of all outstanding tax issues. Certain actions, such as amendments to hydrocarbon contracts and issuance of instruction letters must be taken to fully implement the terms of the memorandum. The terms of this memorandum are reflected in the ensuing discussion of the Corporation's tax matters.

Assessments for 1998 and 1999

The Corporation's subsidiaries have been engaged in two court cases in Kazakhstan pertaining to disputed tax assessments received for 1998 and 1999.

The first involved PKOP and was for approximately $8.8 million. PKOP has successfully argued its case at the first level of the court system in Kazakhstan and at the Supreme Court level. There is no possibility of further Government appeal and accordingly, no provision has been made in the consolidated financial statements for this assessment.

The second case involved PKKR and was for a total of approximately $10.5 million including taxes, fines, interest and penalties. PKKR was successful at the first level of the court system and was unsuccessful on the majority of the issues at the Supreme Court level. PKKR was unsuccessful in obtaining the agreement of the Supervisory Panel of the Supreme Court to hear its appeal on the assessed taxes. The Corporation provided for $2.9 million of the $10.5 million total assessment in the December 31, 2002 consolidated financial statements. PKKR has been disputing the remaining $7.6 million of the $10.5 million, which relates to fines and penalties assessed, because PKKR believes there was an incorrect application of the provisions of the tax act. PKKR has paid this amount to stop the further accumulation of fines and penalties and has recorded this payment as an account receivable pending resolution of this issue. The Working Group agreed with PKKR's position and determined that there was an incorrect application of the provisions of the tax legislation. The account receivable of $7.6 million will be recovered through offsetting current taxes payable in 2004.

Assessments for 2000 and 2001

The Corporation, through its operating subsidiaries in Kazakhstan received tax assessments for 2000 and 2001 amounting to $56.0 million, which were reduced through negotiations to $45.0 million (including our 50% share of Turgai Petroleum's assessments). The Corporation does not agree with these assessments and has filed court cases disputing these amounts. The following paragraphs discuss the 2000 and 2001 assessments.

PKOP has been successful at the first level of the court system and at the Supreme Court with respect to the entire $12.5 million of its assessment. This assessment was for withholding taxes on the acquisition of an interest in the Caspian Pipeline Consortium ("CPC") and the assessment was made despite the fact that this transaction was not completed. This case may be appealed by the Ministry of Finance.

Turgai Petroleum has been successful at the first two levels of the court system on almost its entire assessment of $12.0 million, of which $6.0 million is our 50% share. There is no possibility of further Government appeal.

The PKKR assessment was split into two cases. The first case was for amounts totaling approximately $13.0 million and at the first level of the court system PKKR was successful on $6.8 million of the $13.0 million and was unsuccessful on the remainder. The major issue on which PKKR was unsuccessful was the assessment of royalties on flared associated gas (approximately $4.5 million). The Corporation believes the claim for royalties on flared associated gas, which has no commercial value, contravenes the provisions of its Hydrocarbons Contracts. PKKR appealed to the Supreme Court and was unsuccessful. The Working Group determined that PKKR would pay royalties on produced gas volumes less gas volumes reinjected and gas consumed in operations as fuel gas. A flat 5% royalty rate is to be applied and the valuation will be based upon sales value for those volumes sold and lifting costs for the remaining volumes. PKKR has provided $0.4 million for royalties on associated gas for the years 1998-2001 and $0.2 million for 2002 and 2003. PKKR has also provided $1.8 million for the years 2000 and 2001 and made a further provision of $1.7 million for 2002 and 2003 for the remaining issues.

The second case was for $13.5 million, with $6.9 million related to transfer pricing sent back by the court for re-negotiation. The transfer pricing amount has been reduced through re-negotiation to $700,000. The second case was heard in September 2003 with PKKR being successful on almost all of the issues. The final assessment resulting from the court decision totalled $783,000 including the transfer pricing issue. The Ministry of Finance appealed to the Supreme Court, approximately $2.1 million of the assessment relating to the methodology used to revalue tax pools for currency fluctuations ($1.7 million) and the accelerated write-off of certain assets ($0.4 million). PKKR was unsuccessful at the Supreme Court. The working group did not resolve this issue as it was a matter of current litigation. The Corporation has provided for these amounts and plans to appeal to the Supervisory panel of the Supreme Court. There is no impact on following years.

Recent PKKR assessments

PKKR received an assessment for royalties on oil production during testing of the East Kumkol discovery on its exploration contract for $0.3 million and was assessed a fine of $1.3 million. The Corporation believes this assessment is without merit because the assessment is contrary to the Hydrocarbon Contract and relevant legislation. The Working Group determined that royalties on oil production under the Corporation's exploration contract would be payable in accordance with the production contract entered into upon determination that the discovery is commercial. Royalties will be paid 30 days subsequent to signing the production contract. The Working Group determined that the assessment for royalties and the associated fine would be withdrawn. The Corporation has estimated that the royalties payable on accumulated production would amount to $0.4 and has provided for this amount.

Kazgermunai assessments

The Corporation, through its joint venture Kazgermunai, has received tax assessments for 2001 and 2002 amounting to $9.2 million (of which our 50% share is $4.6 million). Neither the Corporation nor Kazgermunai agree with these assessments, and Kazgermunai will be disputing these amounts through the legal system.

Capital expenditures commitment

Pursuant to the Share Sale-Purchase Agreement with the Republic of Kazakhstan, a commitment was made to invest, in Kazakhstan, an aggregate of $280 million in capital expenditures, investments or other items that may be treated as capital assets of PKKR on or before December 31, 2002. These expenditures were to be used to further exploit and develop existing fields and to explore for new additional reserves to enhance future production and revenues. If the required investment is not made within the agreed time period, the Corporation may be required under the terms of the Agreement to pay a penalty of 15% of the amount not invested. As at December 31, 2002, the Corporation believes it has met this commitment. The expenditures and commitments may be subject to audit and certification by the Government of Kazakhstan.

The Corporation has assumed the rights and obligations under the PKOP privatization agreement, whereby the Government of Kazakhstan privatized PKOP. Under this agreement, the Corporation was required to invest, or cause PKOP to invest, the Tenge equivalent of $150.0 million in capital expenditures or investments by December 31, 2001.

As of December 31, 2003, the Corporation believes it has met this commitment. The Corporation is currently engaged in discussions with representatives of the Government of Kazakhstan concerning the level of capital expenditures or commitments made as at December 31, 2001. The Government of Kazakhstan agrees with the Corporation's assertion regarding $116.0 million of this commitment and is claiming the remaining obligation has not been met. If it is established that the Corporation has not met the remaining obligation, the Corporation may be required, under the terms of the agreement, to pay a penalty of 15% of the unfulfilled obligation or $5.1 million.

Legal proceedings

The Corporation and its subsidiary PKKR were Claimants in Arbitration Proceedings being conducted under the auspices of the International Court of Arbitration of the International Chamber of Commerce, in Paris, France. The Corporation and PKKR are claiming damages in the amount of $31.5 million. The Corporation contends that the defendants, EEG-Erdgas Erdol Gmbh and RWE-DEA AG (the joint venture partners of PKKR in the joint venture Kazgermunai LLP) have acted in breach of the Foundation Agreement of the Kazgermunai LLP and certain other related agreements. No amount has been recorded in the consolidated financial statements as at December 31, 2003.

The Corporation had been named as defendant in a claim filed by a company alleging it was retained under a consulting contract since January 17, 1997 until services were suspended in May 1999. The liquidated principal amount claimed was, in aggregate, $6.6 million and an additional unspecified amount was claimed as an alleged penalty provision, with the total claim not to exceed $35.0 million. The arbitration decision has been received and the Corporation has paid $7.1 million for full settlement of the claim.

The Corporation has been named as defendant in a claim filed by a company alleging breach of a consulting contract, in aggregate of $4.7 million. The Corporation believes this claim is without merit and, accordingly, no amount has been recorded in the consolidated financial statements at December 31, 2003.

The Corporation has been named as a defendant in a claim filed by a company alleging a breach of an agreement in the amount of $2.4 million. The Corporation believes this lawsuit is without merit and, accordingly, no amount has been recorded in the consolidated financial statements at December 31, 2003.

Agency for Regulation of Natural Monopolies and Protection of Competition ("ARNM")

The ARNM alleged that PKOP charged prices for refined oil products that in total were $6.3 million in excess of ARNM authorized maximum prices. The Corporation has always taken the position that the ARNM does not have the right to establish prices for PKOP under the terms of the Privatization Agreement relating to the Shymkent refinery, which operates in a highly competitive environment. PKOP initiated legal proceedings to annul the ARNM claim and the court of first instance has reduced the ARNM claim to approximately $1.1 million. PKOP and the ARNM have both appealed this decision to the Supreme Court. PKOP's position remains that the ARNM does not have the right to establish prices for the refinery and the Corporation, as the party in interest under the Privatization Agreement for the Shymkent Refinery has notified the Government of Kazakhstan that it is in breach of relevant provisions of the Privatization Agreement. The Corporation has the right to proceed to international arbitration under the terms of the Privatization Agreement.

The ARNM claimed $31 million from a group company for allegedly violating Kazakhstan's competition law. The Corporation initiated legal proceedings and the court of first instance dismissed the ARNM claim. The ARNM has appealed this decision. The date to hear this appeal has not been set.

The ARNM claimed $91.4 million from group companies for allegedly violating Kazakhstan's competition law. The judgment upheld the ARNM determination that these distributors had received unjustified revenues totaling approximately $91.4 million.

It remains the Corporation's view that the allegations are without justification; a highly competitive market exists for oil products within Kazakhstan and the current level of prices reflects current world crude oil prices, which are close to their historical high. Also, the prices charged by the group companies are competitive with Russian imports and with those charged by distributors of the other two refineries in Kazakhstan.

The Corporation is considering its recourse rights under the terms of the Shymkent refinery Privatization Agreement, which clearly stipulates the right to sell any and all its products in Kazakhstan and abroad at free market prices.

The Corporation will continue to seek a dialogue with the appropriate authorities to address the concerns related to the pricing of refined products and possible measures to be taken to further promote transparency and effective monitoring of the dynamics of competition, consistent with market economy principles.

Excess profit tax

The Corporation, through its subsidiary PKKR and joint venture Turgai, is subject to excess profit tax under the terms of the Hydrocarbon Exploration and Production contracts they have for oil and gas production. The contracts are specific to each field.

Excess profit tax is in addition to statutory income taxes, which are at a rate of 30%, and excess profit tax takes effect after the field has achieved a cumulative internal rate of return higher than 20% for the specific field. The excess profit tax ranges from 0% to 30% of taxable income for the year for PKKR and from 0% to 50% for Turgai. The Corporation did not incur excess profits tax in 2003; it may be subject to excess profit tax for the year ended December 31, 2004 and subsequent years in certain of its fields.

Environmental matters

Extensive national, regional and local environmental laws and regulations in Kazakhstan affect nearly all of our operations. These laws and regulations set various standards regulating certain aspects of health and environmental quality provide for user fees, penalties and other liabilities for the violation of these standards and establish, in some circumstances, obligations to remediate current and former facilities and off-site locations.

The Corporation believes it is currently in compliance with all existing Republic of Kazakhstan environmental laws and regulations. However, as new environmental laws and legislation are enacted and the old laws are repealed, interpretation, application and enforcement of the laws may become inconsistent. Compliance in the future could require significant expenditures, which may adversely affect the Corporation's operations.



                   This information is provided by RNS
         The company news service from the London Stock Exchange


            

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