Report No. PIC964 Project Name Russia-Petroleum Joint Venture (@) Region Europe and Central Asia Sector Energy Project ID RUPA8807 Public Disclosure Authorized Project Sponsors YUKOS Oil Corporation Kytuzovsky Prospect 34/21 Moscow, 121170, Russia Tel (7) (095) 249-0038 Fax (7) (095) 249-7638 Amoco Eurasia Petroleum Company 501 Westlake Park Boulevard Houston, Texas, USA Tel (1) (713) 366-2000 Fax (1) (713) 366-2139 Date this PID Prepared September 30, 1996 Public Disclosure Authorized Project Appraisal Date January 1997 Project Board Date June 1997 COUNTRY AND SECTOR BACKGROUND 1. Russia's oil sector accounts for a significant percentage of the country's GDP and is a major source of both foreign exchange earnings and fiscal receipts. Russia's oil resources are immense and opportunities for the sector to contribute to economic revitalization, even in the short to medium term, are substantial. Over the past six to eight years, however, the sector has performed well below potential. Production has declined at rates of up to 15 percent annually, or one Public Disclosure Authorized million barrels per day per year. 2. These dramatic declines are attributable to a number of factors, including: (a) sub-optimal technology and reservoir management; (b) distorted incentives and inefficiencies attributable to years of central planning and control; (c) a breakdown in traditional equipment supply arrangements; (d) rapid natural production declines in the old oil fields which have accounted for the bulk of Russia's production to date; and (e) lack of finance to perform required maintenance and well rehabilitation operations and/or develop new oil fields. 3. Oil export liberalization and price reforms have brought prices closer to world levels over the past couple of years and encouraged limited investment in relatively low cost oil production rehabilitation operations. The World Bank's First and Second Oil Rehabilitation Loans Public Disclosure Authorized focus on the restoration of wells and surface facilities, as do loans by the EBRD and US and Japanese export credit agencies. These loans and credits, together with a number of smaller scale international joint ventures, service contracts and increased direct investments by Russian oil enterprises, are beginning to show results. The rate of production decline fell from a high of 15 percent in 1992 to 6 percent in 1995. 4. While rehabilitation investments can be expected to result in attractive returns in the near term, the potential for such projects is limited and the benefits which they produce are relatively short-lived. The only solution to declining production and exports in the medium to long term is broad-scale development of new oil fields. Roughly 35 percent of Russia's existing production comes from 13 giant oil fields which are now close to 90 percent depleted. Replacing this production will require development of 15 to 20 new oil fields with reserves in the range of 500 million to one billion barrels each. Unfortunately, Russia has experienced enormous difficulties in this area, with the number of new fields commissioned for development dropping from 30 in 1989 to close to zero today. 5. Turning around or even stabilizing Russia's oil sector will require truly massive investments, estimated in the range of US$50 to $60 billion over the next eight to ten years. Given the state of the Russian economy and the limited availability of multilateral and bilateral development capital, the lion's share of the required investment will have to come from private international sources. Foreign interest in the Russian oil sector has been high. However, capital commitments to date have been modest and, with few exceptions, concentrated on production rehabilitation projects where exposure is limited and payback periods are relatively short. Failure to attract international oil company capital on the scale needed can be traced to: (a) the still inadequate legal and fiscal framework for new oil field development; and (b) political uncertainties. PROJECT OBJECTIVES/BENEFITS 6. In line with the Bank strategy and oil sector lending guidelines, the principal objectives of the proposed Project are to: (a) develop major new oil reserves and production for the medium to long term, with consequential beneficial impact on both the sector and the economy overall; (b) provide support to the completion of sector reforms which are essential to attracting required international loan and equity finance; (c) through Bank participation, catalyze international private sector commitment to the Project; (d) establish the international private sector joint venture as a model for future large scale new field development projects; and (e) strengthen the financial, technical and managerial capabilities of the Russian oil sector. The Project is also expected to have a significant positive demonstration effect on the mitigation and management of the environmental and social impacts of oil field development. PROJECT RISKS 7. The principal project risks relate to the possible inability of Federal and Regional governments to put in place an adequate legal and fiscal framework. While there has been considerable progress, significant obstacles remain in the areas of conflicting legislation, contract stability and fiscal arrangements. 8. Risks related to project implementation and environmental impacts are regarded as limited, based on the considerable expertise of the Project's private sponsors and the resources that have gone into -2 - addressing environmental aspects of the Project (see paras. 14 and 18 to 20 below). 9. Finally, although soundings to date have been encouraging, the use of Bank guarantees to commercial lenders in support of the Project (para. 13 below) has yet to be tested in the market. PROJECT DESCRIPTION 10. The proposed Project comprises the first phase of the planned joint venture development of the North Priobskoye oil field in Western Siberia by Yuganskneftegas (YNG), a subsidiary of YUKOS Oil Corporation, and Amoco Eurasia Petroleum Company. YNG is a major West Siberian oil producer. YUKOS is Russia's second largest vertically integrated oil company and Amoco Eurasia is a subsidiary of Amoco Corporation, the U.S.-based international oil company. Amoco was selected to work with YNG to develop North Priobskoye as the result of an international competitive tender conducted by the Russian authorities in September 1993. 11. The North Priobskoye field is a giant by world standards, containing 16 to 17 billion barrels of oil in place, of which in excess of 5 billion barrels is believed to be commercially recoverable. Peak production from the field will be on the order of million tons per year (500,000 barrels per day) or roughly 7 percent of national production. Peak production will be reached in 2010. Production at or near peak (20 million tons per year) will be maintained over a 20-year period from 2005 to 20. The field will have an economic life of approximately 45 years. Overall investment costs are estimated at upwards of US$22 billion unescalated. This makes North Priobskoye one of the largest pending investment projects in Russia today. PROJECT FINANCING 12. For financing purposes a Project cost of US$3.2 billion has been assumed. Approximately US$2.0 billion of this would be met out of Project net cash flow beginning in the fourth or fifth year of operations, leaving an upfront external financing requirement of US$1.2 billion to be shared 50/50 by YUKOS/YNG and Amoco (US$600 million each). 13. At this stage, it is proposed that Bank support to the Project of up to US$500 million will be provided primarily in the form of guarantees to commercial lenders, counter-guaranteed by the Russian Federation. Guarantees would be strictly limited to debt service shortfalls resulting from a failure by the Russian Federation to honor commitments given under its agreements with the Project sponsors. Other planned sources of financing are sponsor equity and possible loans from international financial institutions and bilateral insurance agencies. Bank support will be conditioned on successful implementation of the legal and fiscal reforms needed to attract private sector funds. PROJECT IMPLEMENTATION 14. The Project would be implemented by an operating company managed jointly by YUKOS/YNG and Amoco. Both companies have very extensive oil - 3 - field development and production experience. It should be noted that YNG will receive assistance under the Bank's Second Oil Rehabilitation Loan in the areas of project implementation, procurement and financial management. LESSONS LEARNED FROM PAST OPERATIONS 15. Projects implemented so far in Russia, including the Bank's First and Second Oil Production Rehabilitation Loans, highlight the importance of early attention to implementation capacity and procurement. As suggested in the preceding paragraph, neither of these is expected to raise difficulties in the context of the proposed Project. It should be noted that procurement under guarantee operations need not comply with the Bank's detailed guidelines. Rather, it will be deemed satisfactory if it meets an 'economy and efficiency' test. Based on reviews of the sponsors' intended procurement procedures, this should not present a problem, although pressures to sole source or procure locally selected service or equipment will have to be monitored closely. PROJECT SUSTAINABILITY 16. Once payout is reached Project cashflow will be adequate to finance all future investment and operating costs over the Project's 45 plus years life. The proposed cooperative structure should ensure effective management and best use of the sponsoring companies' technical and operating capabilities. Sector policy components of the Project, which are a prerequisite to Bank involvement, are expected to provide an acceptable legal and fiscal framework over the Project's life. POVERTY CATEGORY 17. Not applicable. ENVIRONMENTAL ASPECTS 18. In accordance with Annex E of OD 4.01, the Project, which will involve new oil field development, has been assigned to Category A which requires preparation of a comprehensive Environmental Impact Assessment (EIA).