FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
Commission
File Number: 001-12102
YPF
Sociedad Anónima
(Exact
name of registrant as specified in its charter)
Av.
Pte. R.S. Peña 777 – 8th Floor
1354
Buenos Aires, Argentina
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information
contained
in this Form, the Registrant is also thereby furnishing the information to the
Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes”
is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): N/A
This Form
6-K is incorporated by reference into the registration statement on Form F-3/A
of YPF Sociedad Anónima filed with the Securities and Exchange Commission on
March 10, 2008 (File No. 333-149313).
YPF
Sociedad Anónima
TABLE OF
CONTENTS
|
|
|
|
|
|
|
1
|
Update
of Selected Financial and Operating Data
|
|
2
|
Update
of Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
|
3
|
Update
of Legal Proceedings
|
|
4
|
Other
Recent Developments
|
|
5
|
Condensed
Consolidated Financial Statements
|
ITEM
1. UPDATE
OF SELECTED FINANCIAL AND OPERATING DATA
The
following tables present our selected financial and operating data. You should
read this information in conjunction with our audited consolidated financial
statements included in our amended Annual Report on Form 20-F/A
for the year ended December 31, 2007, as filed on October 20, 2008 (the “2007
20-F”), our unaudited interim financial statements included as Item 5 in this
report, and their respective notes, as well as the information under “Update of
Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in this report. All financial data included in this report as of
June 30, 2008 and for the six-month periods ended June 30, 2008 and 2007 is
unaudited. Results for the six-month period ended June 30, 2008 are not
necessarily indicative of results to be expected for the full year 2008 or any
other period.
The
financial data as of December 31, 2007, 2006 and 2005 and for the years then
ended is derived from our audited consolidated financial statements included in
our 2007 20-F (the “Audited Consolidated Financial Statements”). The financial
data as of June 30, 2008 and for the six-month periods ended June 30, 2008 and
2007 is derived from our unaudited interim financial statements, which are
included in this report (the “Unaudited Interim Financial Statements”). The
Unaudited Interim Financial Statements reflect all adjustments which, in the
opinion of our management, are necessary to present the financial statements for
such periods on a consistent basis with the Audited Consolidated Financial
Statements. Our Unaudited Interim Financial Statements have been prepared in
accordance with generally accepted accounting principles in Argentina, which we
refer to as Argentine GAAP and which differ in certain significant respects from
generally accepted accounting principles in the United States, which we refer to
as U.S. GAAP. Notes 6,7 and 8 to our Unaudited Interim Financial Statements
provide a description of the significant differences between Argentine GAAP and
U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income
for the six-month periods ended June 30, 2008 and 2007 and shareholders’ equity
as of June 30, 2008 and December 31, 2007.
In
this report, except as otherwise specified, references to “$,” “U.S.$” and
“dollars” are to U.S. dollars, and references to “Ps.” and “pesos” are to
Argentine pesos. Solely for the convenience of the reader, peso amounts as of
and for the six-month period ended June 30, 2008 have been translated into U.S.
dollars at the exchange rate quoted by the Central Bank on June 30, 2008 of Ps.3.03 to U.S.$1.00, unless otherwise specified. The
exchange rate quoted by the Central Bank on June 30, 2008 was Ps.3.03 to
U.S.$1.00. The U.S. dollar equivalent information should not be construed to
imply that the peso amounts represent, or could have been or could be converted
into U.S. dollars at such rates or any other rate. See “Item 3. Key
Information—Exchange Rates” in our 2007 20-F.
Certain
figures included in this report have been subject to rounding adjustments.
Accordingly, figures shown as totals may not sum due to rounding.
|
|
|
As
of and for Six-Month Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of U.S.$, except for per share and per ADS data)
|
|
|
(in
millions of pesos, except for per share and per ADS data)
|
|
|
Consolidated
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
Argentine
GAAP(1)
|
|
|
|
|
|
|
|
|
|
|
Net
sales(2)(3)
|
|
|
5,427 |
|
|
|
16,443 |
|
|
|
13,099 |
|
|
Gross
profit
|
|
|
1,829 |
|
|
|
5,542 |
|
|
|
4,800 |
|
|
Administrative
expenses
|
|
|
(142 |
) |
|
|
(429 |
) |
|
|
(361 |
) |
|
Selling
expenses
|
|
|
(364 |
) |
|
|
(1,102 |
) |
|
|
(992 |
) |
|
Exploration
expenses
|
|
|
(72 |
) |
|
|
(218 |
) |
|
|
(247 |
) |
|
Operating
income
|
|
|
1,252 |
|
|
|
3,793 |
|
|
|
3,200 |
|
|
Income
on long-term investments
|
|
|
22 |
|
|
|
67 |
|
|
|
29 |
|
|
Other
expenses, net
|
|
|
(80 |
) |
|
|
(241 |
) |
|
|
(18 |
) |
|
Interest
expenses
|
|
|
(62 |
) |
|
|
(189 |
) |
|
|
(145 |
) |
|
Other
financial income (expenses) and holding gains (losses),
net
|
|
|
151 |
|
|
|
459 |
|
|
|
319 |
|
|
Reversal
of impairment of other current assets
|
|
|
- |
|
|
|
- |
|
|
|
69 |
|
|
Income
before income tax
|
|
|
1,283 |
|
|
|
3,889 |
|
|
|
3,454 |
|
|
Income
tax
|
|
|
(540 |
) |
|
|
(1,635 |
) |
|
|
(1,310 |
) |
|
Net
income
|
|
|
744 |
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Earnings
per share and per ADS(4)
|
|
|
1.89 |
|
|
|
5.73 |
|
|
|
5.45 |
|
|
Dividends
per share and per ADS(4) (in pesos)
|
|
n.a.
|
|
|
|
17.26 |
|
|
|
6.00 |
|
|
Dividends
per share and per ADS(4)(5) (in U.S. dollars)
|
|
n.a.
|
|
|
|
5.45 |
|
|
|
1.93 |
|
|
U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
917 |
|
|
|
2,777 |
|
|
|
2,742 |
|
|
Net
income
|
|
|
496 |
|
|
|
1,504 |
|
|
|
1,915 |
|
|
Earnings
per share and per ADS(4) (in pesos)
|
|
|
1.26 |
|
|
|
3.82 |
|
|
|
4.87 |
|
|
Other
Consolidated Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine
GAAP(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets depreciation
|
|
|
675 |
|
|
|
2,046 |
|
|
|
2,012 |
|
|
Cash
used in fixed asset acquisitions
|
|
|
929 |
|
|
|
2,816 |
|
|
|
2,529 |
|
|
Current
liquidity (Current assets divided by current liabilities)
|
|
n.a.
|
|
|
|
0.902 |
|
|
|
1.554 |
|
|
Solvency
(Net worth divided by total liabilities)
|
|
n.a.
|
|
|
|
1.410 |
|
|
|
2.111 |
|
|
Capital
Immobilization (Non-current assets divided by total
assets)
|
|
n.a.
|
|
|
|
0.763 |
|
|
|
0.718 |
|
|
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(6)
|
|
|
1,996 |
|
|
|
6,049 |
|
|
|
5,451 |
|
|
EBITDA
margin(7)
|
|
|
37 |
% |
|
|
37 |
% |
|
|
42 |
% |
|
|
|
|
|
|
|
|
(in
millions of U.S.$)
|
|
|
(in
millions of pesos)
|
|
|
Consolidated
Balance Sheet Data:
|
|
|
|
|
|
|
|
Argentine
GAAP(1)
|
|
|
|
|
|
|
|
Cash
|
|
|
35 |
|
|
|
105 |
|
|
Working
capital
|
|
|
(312 |
) |
|
|
(944 |
) |
|
Total
assets
|
|
|
12,133 |
|
|
|
36,764 |
|
|
Total
debt(8)
|
|
|
1,073 |
|
|
|
3,252 |
|
|
Shareholders’
equity(9)
|
|
|
7,099 |
|
|
|
21,511 |
|
|
U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
12,466 |
|
|
|
37,771 |
|
|
Shareholders’
equity(9)
|
|
|
7,605 |
|
|
|
23,043 |
|
|
(1)
|
The
financial statements reflect the effect of changes in the purchasing power
of money by the application of the method for inflation adjustment into
constant Argentine pesos set forth in Technical Resolution No. 6 of the
Argentine Federation of Professional Councils in Economic Sciences
(“F.A.C.P.C.E.”) and taking into consideration General Resolution No. 441
of the National Securities Commission (“CNV”), which established the
discontinuation of the inflation adjustment of financial statements into
constant Argentine pesos as from March 1, 2003. See Note 1 to the
Unaudited Interim Financial
Statements.
|
|
(2)
|
Includes
Ps.903 million for the six-month period ended June 30, 2008 and Ps.647
million for the six-month period ended June 30, 2007 corresponding to the
proportional consolidation of the net sales of investees jointly
controlled by us and third parties. See Note 6( b) to the Unaudited
Interim Financial Statements.
|
|
(3)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on hydrocarbon exports. Royalties with respect to our
production are accounted for as a cost of production and are not deducted
in determining net sales. See Note 2(f) to the Unaudited Interim Financial
Statements.
|
|
(4)
|
Information
has been calculated based on outstanding capital stock of 393,312,793
shares. Each ADS represents one Class D Share. There were no differences
between basic and diluted earnings per share and ADS for any of the years
disclosed.
|
|
(5)
|
Amounts
expressed in U.S. dollars are based on the exchange rate as of the date of
payment. For periods in which more than one dividend payment was made, the
amounts expressed in U.S. dollars are based on exchange rates at the date
of each payment.
|
|
(6)
|
EBITDA
is calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net
income. For a reconciliation of EBITDA to net income, see “—EBITDA
reconciliation.”
|
|
(7)
|
EBITDA
margin is calculated by dividing EBITDA by our net
sales.
|
|
(8)
|
Total
debt under Argentine GAAP includes nominal amounts of long-term debt of
Ps.650 million as of June 30, 2008.
|
|
(9)
|
Our
subscribed capital as of June 30, 2008 is represented by 393,312,793
shares of common stock and divided into four classes of shares, with a par
value of Ps.10 and one vote per share. These shares are fully subscribed,
paid-in and authorized for stock exchange
listing.
|
EBITDA
reconciliation
EBITDA is
calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net income.
Our management believes that EBITDA is meaningful for investors
because it
is one of the principal measures used by our management to compare our results
and efficiency with those of other similar companies in the oil and gas
industry, excluding the effect on comparability of variations in depreciation
and amortization resulting from differences in the maturity of their oil and gas
assets. EBITDA is also a measure commonly reported and widely used by analysts,
investors and other interested parties in the oil and gas industry. EBITDA is
not a measure of financial performance under Argentine GAAP or U.S. GAAP and may
not be comparable to similarly titled measures used by other companies. EBITDA
should not be considered an alternative to operating income as an indicator of
our operating performance, or an alternative to cash flows from operating
activities as a measure of our liquidity.
The
following table presents, for each of the periods indicated, our EBITDA
reconciled to our net income under Argentine GAAP.
|
|
|
For
the Six-Month Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
Net
income
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Interest
gains on assets
|
|
|
(75 |
) |
|
|
(160 |
) |
|
Interest
losses on liabilities
|
|
|
189 |
|
|
|
145 |
|
|
Depreciation
of fixed assets
|
|
|
2,046 |
|
|
|
2,012 |
|
|
Income
tax
|
|
|
1,635 |
|
|
|
1,310 |
|
|
EBITDA
|
|
|
6,049 |
|
|
|
5,451 |
|
Production
and other operating data
The
following table presents certain of our production and other operating data as
of or for the six-month periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
daily production for the period
|
|
|
|
|
|
|
|
Oil
(mbbl)
|
|
|
307 |
|
|
|
335 |
|
|
Gas
(mmcf)
|
|
|
1,653 |
|
|
|
1,743 |
|
|
Total
(mboe)
|
|
|
601 |
|
|
|
645 |
|
|
Refining
capacity
|
|
|
|
|
|
|
|
|
|
Capacity
(mbbl/d)(1)
|
|
|
320 |
|
|
|
320 |
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excluding
Refinor, which has a refining capacity of 26 mbbl/d and in which we have a
50% interest.
|
ITEM
2. UPDATE OF MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with, and is qualified in its
entirety by reference to, our Unaudited Interim Financial
Statements.
Overview
We are
Argentina’s leading energy company, operating a fully integrated oil and gas
chain with leading market positions across the domestic upstream and downstream
segments. Our upstream operations consist of the exploration, development and
production of crude oil, natural gas and liquefied petroleum gas. Our downstream
operations include the refining, marketing, transportation and distribution of
oil and a wide range of petroleum products, petroleum derivatives,
petrochemicals, liquefied petroleum gas and bio-fuels. Additionally, we are
active in the gas separation and natural gas distribution sectors both directly
and through our investments in several affiliated companies. In the six-month
period ended June 30, 2008, we had consolidated net sales of Ps.16,443 million
(U.S.$5,427 million) and consolidated net income of Ps.2,254 million (U.S.$744
million).
Most of
our predecessors were state-owned companies with operations dating back to the
1920s. In November 1992, the Argentine government enacted the Privatization Law
(Law No. 24,145), which established the procedures for our privatization. In
accordance with the Privatization Law, in July 1993, we completed a worldwide
offering of 160 million Class D shares that had previously been owned by the
Argentine government. As a result of that offering and other transactions, the
Argentine government’s ownership interest in our capital stock was reduced from
100% to approximately 20% by the end of 1993.
Since
1999, we have been controlled by Repsol YPF, an integrated oil and gas company
headquartered in Spain with global operations. Repsol YPF owned approximately
99% of our capital stock from 2000 until February 21, 2008, when Petersen
Energía purchased 58,603,606 of our ADSs, representing 14.9% of our capital
stock, from Repsol YPF for U.S.$2,235 million. In addition, Repsol YPF also
granted options to Enrique Eskenazi, Sebastián Eskenazi, Ezequiel Eskenazi
Storey and Matías Eskenazi Storey, shareholders of Petersen Energía, or to
companies that are, directly or indirectly, wholly-controlled by any of them
(the “Option Beneficiaries”) to purchase up to an additional 10.1% of our
outstanding capital stock within four years. On May 20, 2008, Petersen Energía
Inversora S.A. (“PEISA”) exercised an option to purchase shares representing
0.1% of our capital stock, which will close upon the fulfillment of certain
requirements. Additionally, PEISAlaunched a tender offer to purchase all of the
shares of YPF that were not already owned by them at a price of U.S.$ 49.45 per
share or ADS. Repsol, pursuant to its first option agreement with Petersen
Energía, had stated that it would not tender YPF shares to PEISA. The offer
period commenced on September 11, 2008 and expired on October 20, 2008. A total
of 461,868 shares, representing approximately 0.117% of our total shares
oustanding, have been tendered. The settlement will close upon the fulfillment
of certain requirements. We believe that the Petersen entities’
participation in our capital stock and management will strengthen our Argentine
ties and expertise.
Upstream
Operations
|
·
|
We
operate more than 70 oil and gas fields in Argentina, accounting for
approximately 42% of the country’s total production of crude oil,
excluding natural gas liquids, and approximately 42% of its total natural
gas production, including natural gas liquids, in 2007, and approximately
40.5% and 41% of total crude oil and natural gas production, respectively,
in the six-month period ended June 30, 2008, according to information
provided by the Secretariat of
Energy.
|
|
·
|
We
had proved reserves, as estimated as of December 31, 2007, of
approximately 623 mmbbl of oil and 3,708 bcf of gas, representing
aggregate reserves of 1,283 mmboe.
|
|
·
|
In
2007, we produced 120 mmbbl of oil (329 mbbl/d) and 635 bcf of gas
(1,740 mmcf/d) and, in the six-month period ended June 30, 2008, we
produced 56 mmbbl of oil (307 mbbl/d) and 301 bcf of gas
(1,653 mmcf/d). In the second quarter of 2008, as a consequence of a
strike which affected our operations in the South of Argentina, our oil
production decreased by approximately 3.4
mmbbl.
|
Downstream
Operations
|
·
|
We
are Argentina’s leading refiner with operations conducted at three wholly
owned refineries with combined annual refining capacity of approximately
116 mmbbl (319.5 mbbl/d). We also have a 50%
|
|
·
|
interest
in Refinor, an entity jointly controlled with and operated by Petrobras
Energía S.A., which has a refining capacity of 26.1
mbbl/d.
|
|
·
|
Our
retail distribution network for automotive petroleum products as of June
30, 2008 consisted of 1,663 YPF-branded service stations, which we
estimate represented approximately 31.0% of all service stations in
Argentina.
|
|
·
|
We
are one of the leading petrochemical producers in Argentina and in the
Southern Cone of Latin America, with operations conducted through our
Ensenada and Plaza Huincul sites. In addition, Profertil S.A.
(“Profertil”), a company that we jointly control with Agrium Investments
Spain S.L. (“Agrium”), is one of the leading producers of urea in the
Southern Cone.
|
Presentation
of Financial Information
We prepare
our Unaudited Interim Financial Statements in accordance with Argentine GAAP,
which differ in certain significant respects from U.S. GAAP. Notes 6, 7 and 8 to
the Unaudited Interim Financial Statements provide a summary of the effect of
these significant differences on net income and shareholders’ equity under
Argentine GAAP and U.S. GAAP.
We fully
consolidate the results of subsidiaries in which we have a sufficient number of
voting shares to control corporate decisions and proportionally consolidate the
results of companies that we control jointly. The financial information
corresponding to Refinor and Profertil, both jointly controlled entities,
includes the last financial information approved by those companies, which in
each case corresponds to a date and period ending three months prior to the date
of our consolidated financial statements; however, such information, if
material, is adjusted according to applicable accounting principles to reflect
these companies’ results as of the date of the issuance of our consolidated
financial statements.
Under
Argentine GAAP, we currently are not required to record the effects of inflation
in our financial statements. However, because Argentina experienced a high rate
of inflation in 2002, with the wholesale price index increasing by approximately
118%, we were required by Decree No. 1269/2002 and CNV Resolution No. 415/2002
to remeasure our financial statements in constant pesos in accordance with
Argentine GAAP. On March 25, 2003, Decree No. 664/2003 rescinded the requirement
that financial statements be prepared in constant currency, effective for
financial periods on or after March 1, 2003. According to the Argentine statistics and census agency
(Instituto Nacional
de Estadísticas y
Censos, or “INDEC”), the wholesale price index
increased 7.9% in 2004, 10.6% in 2005, 7.1% in 2006, 14.4% in 2007, and, based
on preliminary data, 6.3% in the six-month period ended June 30,
2008. As a result, our results of operations
and financial position may not be directly comparable from period to period. We
cannot assure you that in the future we will not be again required to record the
effects of inflation in our financial statements (including those covered by the
financial statements included in this report) in constant pesos. See “—Critical
Accounting Policies—U.S. GAAP Reconciliation” for an explanation of how the
effect of inflation is treated under U.S. GAAP.
Additionally,
certain oil and gas disclosures as of December 31, 2007 are included in the
Audited Consolidated Financial Statements included in our 2007 20-F under the
heading “Supplemental information on oil and gas producing activities
(unaudited).”
Segment
Reporting
We
organize our business into the following four segments: (i) exploration and
production, which includes exploration and production activities, natural gas
and crude oil purchases, sales of natural gas, and to a lesser extent crude oil,
to third parties and intersegment sales of crude oil, natural gas and its
byproducts and to a lesser extent electric power generation (“Exploration and
Production”); (ii) the production, transport, purchase and marketing of refined
products that we sell to third parties and other segments of our business
(“Refining and Marketing”); (iii) the production, transport and marketing of
petrochemical products (“Chemical”); and (iv) other activities not falling into
the previously described categories (“Corporate and Other”), principally
including corporate administration costs and assets, construction activities and
environmental remediation activities related to YPF Holdings Inc.
Sales
between business segments are made at internal transfer prices established by
us, which generally seek to approximate market prices.
Summarized
Income Statement
|
|
|
For
the Six-Month Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
|
Net
sales
|
|
|
16,443 |
|
|
|
13,099 |
|
|
Cost
of sales
|
|
|
(10,901 |
) |
|
|
(8,299 |
) |
|
Gross
profit
|
|
|
5,542 |
|
|
|
4,800 |
|
|
Administrative
expenses
|
|
|
(429 |
) |
|
|
(361 |
) |
|
Selling
expenses
|
|
|
(1,102 |
) |
|
|
(992 |
) |
|
Exploration
expenses
|
|
|
(218 |
) |
|
|
(247 |
) |
|
Operating
income
|
|
|
3,793 |
|
|
|
3,200 |
|
|
Income
on long-term investments
|
|
|
67 |
|
|
|
29 |
|
|
Other
expenses, net
|
|
|
(241 |
) |
|
|
(18 |
) |
|
Financial
income, net and holding gains
|
|
|
270 |
|
|
|
174 |
|
|
Income
from sale of long-term investments
|
|
|
— |
|
|
|
— |
|
|
Reversal
(impairment) of other assets
|
|
|
— |
|
|
|
69 |
|
|
Net
income before income
tax
|
|
|
3,889 |
|
|
|
3,454 |
|
|
Income
tax
|
|
|
(1,635 |
) |
|
|
(1,310 |
) |
|
Net
income
|
|
|
2,254 |
|
|
|
2,144 |
|
Factors
Affecting Our Operations
Our
operations are affected by a number of factors, including:
|
·
|
the
volume of crude oil, oil byproducts and natural gas we produce and
sell;
|
|
·
|
domestic
price limitations;
|
|
·
|
export
restrictions and domestic supply
requirements;
|
|
·
|
international
prices of crude oil and oil
products;
|
|
·
|
our
capital expenditures;
|
|
·
|
inflation
and cost increases;
|
|
·
|
domestic
market demand for hydrocarbon
products;
|
|
·
|
taxes,
including export taxes;
|
|
·
|
the
Argentine peso/U.S. dollar exchange
rate;
|
|
·
|
dependence
on the infrastructure and logistics network used to deliver our
products;
|
|
·
|
laws
and regulations affecting our operations;
and
|
Our
margins and, prior to 2008, our consolidated operating profits have recently
trended downwards. This has principally been the result of: production declines
and increased asset depreciation principally due to the increasing maturity of
our oil and gas fields; increases in other operating costs, due in part to
higher domestic demand and local market supply obligations (which required us to
purchase certain hydrocarbon inputs from third parties); inflation and higher
labor costs; and limitations on our ability to offset those increased costs due
to, among other things, domestic limitations on the prices at which we sell gas
and refined products.
Our
operating income in the six-month period ended June 30, 2008 increased 18.5%
compared to the corresponding period in 2007, mainly as a result of increases in
our domestic diesel and gasoline prices, and increased volumes of those products
sold, which more than offset significant increases in the cost of our production
that were driven by upward price pressures in the Argentine economy, a decline
in our production caused by labor strikes in our Southern operations, purchases
of crude oil from third parties in order to maintain our level of refining
activity, the continuing maturity of our fields, and higher export taxes and
declining export volumes driven by requirements to satisfy domestic demand at
prices which are substantially lower than international market prices before
export taxes.
Macroeconomic
conditions
The Argentine economy has experienced
significant volatility in recent decades, characterized by periods of low or
negative growth and high variable levels of inflation. Inflation reached its
peak in the late 1980s and
early 1990s. The annual inflation rate as measured by the consumer price index
was approximately 388% in 1988, 4,924% in 1989 and 1,344% in 1990. Due to
inflationary pressures prior to the 1990s, the Argentine currency was devalued
repeatedly and macroeconomic instability led to
broad fluctuations in the real exchange rate of the Argentine currency relative
to the U.S. dollar. To address these pressures, past Argentine governments
implemented various plans and utilized a number of exchange rate systems.
With the enactment of the Convertibility
Law in 1991, inflation declined progressively and the Argentine economy enjoyed
seven years of growth. In the fourth quarter of 1998, adverse international
financial conditions caused the Argentine economy to enter into a recession and GDP to
decrease, in real terms, by 3.4% in 1999, 0.8% in 2000 and 4.4% in 2001.
By the end of 2001,
Argentina suffered a profound deterioration in
social and economic conditions, accompanied by high political and economic
instability. The
restrictions on the withdrawal of bank deposits, the imposition of exchange
controls, the suspension of the payment of Argentina’s public debt and the abrogation of the
peso’s one-to-one peg to the dollar (with the
consequent depreciation of
the peso against the dollar) caused a decline in economic activity. Real GDP
declined by 10.9% in 2002, annual inflation rose to 41%, the exchange rate
continued to be highly volatile, and the unemployment rate rose to more than
20%. The political and economic instability not only curtailed
commercial and financial activities in Argentina but also severely restricted the
country’s access to international
financing.
Strong economic growth in the
world’s developed economies and favorable raw
material pricing from 2003
through 2008 paved the way for Argentina’s economic recovery. Real GDP grew by
8.7% in 2003, 9.0% in 2004, 9.2% in 2005, 8.5% in 2006 and 8.7% in 2007.
Real GDP continued to grow
in the first half of 2008, though at a slower rate. According to the Central
Bank of Argentina estimates, real GDP is expected to grow
by 6.5% in 2008.
Public finances both at national and
provincial levels recorded a consolidated primary surplus of approximately 5.5%
of GDP in 2004,
4.5% in 2005, 3.5% in 2006
and 3.2% in
2007.
The annual wholesale price index,
according to the INDEC, increased by 2% in 2003, 7.9% in 2004, 10.6% in 2005,
7.1% in 2006, 14.4% in 2007 and, based on preliminary data, 6.3% in the
six-month period ended June 30, 2008. According to a recent report published by the International
Monetary Fund (“IMF”), however, most private sector analysts
believe that actual inflation is considerably higher than reflected in official
data. The government’s main strategy to fight increasing
inflation has been the establishment of agreed price controls
with private companies.
With its economic recovery well under
way, in 2005, Argentina successfully completed the restructuring of a
substantial portion of its bond indebtedness and cancelled all of its debt with
the IMF. The country is
working to renegotiate the remaining portion of its external public debt and to
resolve the claims brought before international courts by foreign companies
affected during the crisis. The Argentine government recently
announced that it would repay U.S.$6,700 million in “Paris Club”
debt.
Global
macroeconomic conditions have a direct effect on economic conditions in
Argentina and, in particular, on Argentine domestic energy consumption trends.
Global economic growth remained solid during the first half of 2007, but the
downside risks and uncertainty surrounding growth prospects have recently
increased. Latin America continued to expand vigorously, driven by strong
commodity prices and growing domestic demand. However, there are some signs that
the improved fundamentals may erode if certain regulatory policies are not
strengthened. Fiscal and external surpluses are forecast to weaken in many
countries, and inflation has been rising, exacerbated by rising international
food prices, as output has come closer to potential.
After
several years of consistent growth, at the end of 2007 and in the first half of
2008 the global economy has demonstrated preliminary signs of deceleration.
Demand deceleration in many developed economies, as well as increasing inflation
levels worldwide and financial problems in certain sectors of developed
countries’ economies,
including
the United States, has resulted in the downward revisions of global economic
growth forecasts. During the first half of 2008, liquidity has become tighter in
financial markets despite the efforts by the world’s principal monetary
authorities, including the United States Federal Reserve, to facilitate
liquidity and support certain struggling financial institutions to maintain
systemic confidence. According to recent outlooks published by the IMF, global
growth is expected to suffer a significant deceleration in the second
half of 2008, with a gradual recovery commencing in
2009.
Until
August 2008, the U.S. dollar had continued to depreciate against the euro and a
broad range of other currencies, including those of emerging market countries.
The exchange market pressures in emerging economies have generally been
reflected in exchange rate appreciation, rapid accumulation of international
reserves and strong domestic credit growth.
Worldwide
oil prices continued to increase during 2007 and the first half of 2008,
reaching a high over U.S.$145 per barrel (WTI) in July 2008, driven by strong
demand, the decrease in the United States’ reserves, the decrease in the value
of the U.S. dollar, and social and political conflicts in producing areas. Some
analysts believe that speculative factors stemming from the increased investment
in commodities as a shelter against the financial crisis may also have affected
recent commodity price increases. WTI prices have decreased to U.S. $ 66.36 per
barrel by October 22, 2008, driven in part by decreasing demand from certain
developing countries as well as decreased consumption in certain developed
countries.
In
Argentina, higher WTI market prices (and the higher prices of refined products)
have resulted in the highest increase in petroleum import prices in the last
decade, according to information published by the Argentine Central Bank.
Argentine domestic fuel prices have increased in the six-month period ended June
30, 2008, compared to the same period in 2007, but have not kept pace with the
increases in international market prices for petroleum products due to
regulatory constraints. See “—Differences between Argentine and international
prices for hydrocarbon products.”
The recent
increases in international petroleum product prices, which have not yet been
fully reflected in Argentine prices for petroleum products, may create
additional inflationary pressures, as the inflationary effect of such price
increases on other consumer sectors has yet to be fully felt. Furthermore,
countries that are net importers of hydrocarbon fuels, such as Argentina, could
also suffer slower economic growth and deteriorating internal and external
fiscal accounts as a result of the increased costs of subsidies and decreased
tax collections.
During the
first half of 2008, conflicts in certain sectors of the Argentine economy,
including blockades by agricultural producers in response to an export tax
increase and strikes by oil workers, have affected the development and
productivity of these and related sectors. Even though economic growth continued
in the first half of 2008, it showed signs of weakening, mainly in the second
quarter of 2008, as a result of decreasing consumption, according to the
Argentine Central Bank.
Total
exports from Argentina increased by 20% year over year (“YoY”) to U.S.$55,933
million in 2007, mainly driven by an increase in exports of agricultural
products, while imports increased by 31% in the same period due to higher growth
in consumption and investment. The trade surplus decreased by 9.4%, falling from
U.S.$12,306 million in 2006 to U.S.$11,154 million in 2007. According to
preliminary INDEC data, in the first half of 2008, the Argentine trade balance
continued to post a surplus, though that trade surplus was approximately 6%
lower than in the first half of 2007. This downward trend was due mainly to
increases in the volume and prices of imported assets, particularly capital
assets, fuels and lubricants and passenger vehicles. Argentine exports grew at a
slower pace in the first half of 2008 than during the same period of 2007 mainly
on account of slower growth in the export of agricultural products resulting
mainly from trade disruption caused by the blockades by agricultural producers
mentioned above.
According
to INDEC, the unemployment rate corresponding to the first quarter of 2008
showed that 8.4% of the active population was unemployed, 0.9 percentage points
higher than the 7.5% rate in the fourth quarter of 2007. Average real wages of
the economy increased by 13% (YoY) between December 2006 and December 2007,
according to INDEC’s inflation rate based on the consumer price index (8.5%).
During the first half of 2008, salary pressures in the Argentine economy have
resulted in wage hikes of approximately 20% (YoY) in nominal terms in several
sectors, according to the Argentine Central Bank.
The
Argentine Central Bank continued its policy of accumulating international
reserves and maintaining a competitive exchange rate during 2007. Central Bank
reserves were at U.S.$46 billion at the end of the year, and the peso/dollar
buying exchange rate increased to Ps.3.15 per dollar, a 2.9% (YoY) nominal
depreciation. The real exchange rate of the Argentine peso against a basket of
currencies, measured using INDEC’s inflation rate based on the consumer price
index, showed a 10% real depreciation throughout the year. As of June 30, 2008,
Argentine Central Bank reserves reached U.S.$47.5 billion. The exchange rate of
the Argentine peso against the U.S dollar declined from Ps.3.15/ U.S.$1.00 as of
December 31, 2007 to Ps.3.03 /U.S.$1.00 as of June 30, 2008.
Government
fiscal revenues increased by 33% (YoY in nominal terms) in 2007 and
extraordinary revenues of Ps.7,814 million were generated as a result of pension
reform, but an even higher rise in public expenditures (46%) led to a reduction
in the national primary fiscal surplus from 3.5% of GDP in 2006 to 3.2% of GDP,
in 2007. According to the Argentine Central Bank, fiscal revenues continued to
increase in the first half of 2008 (38% YoY in nominal terms) driven mainly by
increased value added tax (“VAT”), export taxes (which were 93% higher YoY,
driven both by the increase in international commodity prices and the applicable
export rates) and social security collections. In real terms, tax collections
decelerated while primary government expenditures continued to increase at a
fast pace, albeit slower than in 2007. According to the Argentine Central Bank,
fiscal revenues and spending are expected to continue to grow in 2008, with the
national primary fiscal surplus expected to exceed the national budget forecasts
of 3.15% of GDP for the year.
In
relation to public debt, two issues remain pending: (i) a portion of the
defaulted debt that was not included in the 2005 debt swap (the so-called “Paris
Club”), which the Argentine government recently announced it would repay, and
(ii) certain government bondholders have not accepted the government’s debt
restructuring proposal. Standard & Poor’s (S&P) recently
downgraded Argentina's credit rating one notch to “B” while Moody's recently
downgraded its credit watch of Argentina from “positive” to
“stable.”
According
to earlier estimates of the Argentine Central Bank, the Argentine economy was
expected to grow at a faster pace in the second half of 2008 compared to the
first half of 2008, though at a slower pace than that of recent years, driven by
a recovery in exports and higher household spending once expectations and
financial conditions become stable. However, we cannot predict the evolution of
future macroeconomic events, especially in light of the recent turmoil in
international financial markets, or the effect that they are likely to have on
our business, financial condition and results of operations. See “Item 3. Key
Information—Risks Relating to Argentina” in our 2007 20-F.
Energy
consumption in Argentina has increased significantly since 2003, driven in part
by price limitations that have kept Argentine energy prices substantially below
international prices. Continued growth in demand and a particularly harsh winter
in 2007 have recently led to fuel shortages and power outages, prompting the
Argentine government to take additional measures to assure domestic supply. At
the same time, growth in the production of certain hydrocarbon products has
slowed, and in the case of crude oil production has recently declined, due to
Argentina’s maturing oil and gas fields. As a result of this increasing demand
and actions taken by the Argentine regulatory authorities to prioritize domestic
supply, exported volumes of hydrocarbon products, especially natural gas,
declined steadily over this period. At the same time, Argentina has increased
hydrocarbon imports.
The table
below shows Argentina’s total sales, production, exports and imports of crude
oil, natural gas, diesel and gasoline products for the periods
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude
Oil in Argentina
|
|
|
|
|
|
|
|
|
|
|
Production
(mmbbl)
|
|
|
234.7 |
|
|
|
240.7 |
|
|
|
243.0 |
|
|
Exports
(mmbbl)
|
|
|
20.8 |
|
|
|
32.0 |
|
|
|
54.6 |
|
|
Imports
(mmbbl)
|
|
|
0.3 |
|
|
|
0.6 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural
Gas in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
(mmcm)(1)
|
|
|
38,532.0 |
|
|
|
36,362.0 |
|
|
|
34,685.0 |
|
|
Production
(mmcm)
|
|
|
51,007.0 |
|
|
|
51,779.0 |
|
|
|
51,573.0 |
|
|
Exports
(mmcm)
|
|
|
1,245.0 |
|
|
|
2,487.0 |
|
|
|
6,600.1 |
|
|
Imports
(mmcm)
|
|
|
1,239.5 |
|
|
|
1,428.5 |
|
|
|
1,610.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diesel
in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
(mcm)(2)
|
|
|
14,754.9 |
|
|
|
13,903.4 |
|
|
|
13,074.4 |
|
|
Production
(mcm)
|
|
|
12,915.6 |
|
|
|
12,570.3 |
|
|
|
11,673.4 |
|
|
Exports
(mcm)
|
|
|
46.6 |
|
|
|
108.8 |
|
|
|
276.4 |
|
|
Imports
(mcm)
|
|
|
847.1 |
|
|
|
446.9 |
|
|
|
678.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline
in Argentina
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
(mcm)(2)
|
|
|
5,285.6 |
|
|
|
4,608.4 |
|
|
|
4,028.6 |
|
|
Production
(mcm)
|
|
|
5,965.2 |
|
|
|
5,889.3 |
|
|
|
6,043.1 |
|
|
Exports
(mcm)
|
|
|
1,400.9 |
|
|
|
1,732.0 |
|
|
|
2,955.2 |
|
|
Imports
(mcm)
|
|
|
23.0 |
|
|
|
33.2 |
|
|
|
14.1 |
|
|
(1)
|
Includes
total domestic market deliveries.
|
|
(2)
|
Includes
domestic market sales.
|
|
|
Sources:
Argentine Secretariat of Energy and Ente Nacional Regulador del Gas
(ENARGAS)
|
Policy
and regulatory developments in Argentina
The
Argentine oil and gas industry is currently subject to: (i) certain governmental
policies and regulations that have resulted in: domestic prices that are
substantially lower than prevailing international market prices; (ii) export
restrictions; (iii) domestic supply requirements that oblige us from time to
time to divert supplies from the export or industrial markets in order to meet
domestic consumer demand; and (iv) increasingly higher export duties on the
volumes of hydrocarbons allowed to be exported. These governmental pricing
limitations, export controls and tax policies have been implemented in an effort
to satisfy increasing domestic market demand at prices below international
market prices. As discussed in “Item 3. Key Information—Risk Factors” of our
2007 20-F and elsewhere in this report, actions by the Argentine government have
had and will continue to have a significant effect on Argentine companies,
including us.
Policy and
regulatory developments relating to the oil and gas industry in Argentina
include, among others:
|
·
|
Price limitations. In
order to support economic growth, the Argentine government has sought to
limit increases in hydrocarbons prices through a number of policies and
measures. As a result, Argentina’s domestic hydrocarbon prices have not
increased at the pace of international and regional prices, as described
in “—Differences between Argentine and international prices for
hydrocarbon products.”
|
|
·
|
Export restrictions.
Since 2004, the Argentine government has prioritized domestic demand and
adopted policies and regulations restricting the export of certain
hydrocarbon products. These restrictions have impacted our export sales as
described in “—Declining export
volumes.”
|
|
·
|
Export duties. Since
the economic crisis in 2002, the Argentine government has imposed export
taxes on certain hydrocarbon products. These taxes have increased
substantially in the following years as international prices have surged.
For a description of the most recent export duties on hydrocarbon exports,
see “—International oil and gas prices and Argentine export
taxes.”
|
|
·
|
Domestic supply
requirements. The Argentine government has at times issued
regulatory orders requiring producers to inject natural gas in excess of
contractual commitments and supply other hydrocarbon products to the
domestic market. As a result, we have had to limit our exports.
In
|
|
|
addition,
we have imported diesel in order to satisfy domestic demand, which has
increased our operating costs, as described in “—Increasing cost of
sales.”
|
|
·
|
Energy Substitution
Program. The Argentine Secretariat of Energy, by Resolution SE No.
459/07 of July 12, 2007, created the “Energy Substitution Program” (Programa de Energía
Total), which is designed to mitigate shortages of natural gas and
electricity by encouraging industrial users to substitute natural gas and
electricity during the Argentine winter with imported diesel, fuel oil and
LPG subsidized by the government. Resolution No. 121/08 of the Department
of Federal Planning, Public Investment and Services extended the Energy
Substitution Program until December 31, 2008, and Rule No. 30/08 of the
Sub-Secretary of Coordination and Control, issued on April 1, 2008,
approved the general plans for implementation of the Energy Substitution
Program. See “Item 4. Information on the Company—Regulatory Framework and
Relationship with the Argentine Government—Market Regulation—Refined
Products” in our 2007 20-F. Under this program, we and other companies
import diesel, fuel oil and LPG that we then sell to industrial users in
Argentina at the prevailing domestic natural gas prices, with the
difference refunded to us by the Argentine government. As a result, this
program has the effect of increasing our net sales and volumes sold, but
is operating income-neutral since we do not earn any margin on products
sold under this program.
|
|
·
|
Gas Plus. The Argentine
Secretariat of Energy, by Resolution SE No. 24/08 of March 13, 2008,
created the “Gas Plus” program to encourage the production of natural gas
from newly discovered reserves, new fields and tight gas, among other
sources. Natural gas produced under the Gas Plus program will not be
subject to the prices set forth in the Agreement 2007-2011 regarding the
supply of natural gas to the domestic market during the period 2007
through 2011. See “Item 4. Information on the Company—Regulatory Framework
and Relationship with the Argentine Government—Market Regulation—Natural
Gas” in our 2007 20-F.
|
Declining
export volumes
The
exported volumes of many of our hydrocarbon products have declined significantly
in recent years, driven mainly by increasing domestic demand and export
restrictions, as well as by declines in production. This shift from exports to
domestic sales has impacted our results of operations as the prices for
hydrocarbons in the domestic market have, due to price limitations, generally
not kept pace with international and regional prices.
The table
below presents, for the periods indicated, the exported volumes of certain of
our principal hydrocarbon products.
|
|
|
Six-Month
Period Ended
June
30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
(mcm)
|
|
|
257 |
|
|
|
231 |
|
|
|
425 |
|
|
|
874 |
|
|
|
1,776 |
|
|
Natural
gas (mmcm)
|
|
|
285 |
|
|
|
1,126 |
|
|
|
1,358 |
|
|
|
3,090 |
|
|
|
3,071 |
|
|
Diesel
(mcm)
|
|
|
91 |
|
|
|
75 |
|
|
|
133 |
|
|
|
149 |
|
|
|
327 |
|
|
Gasoline
(mcm)
|
|
|
508 |
|
|
|
696 |
|
|
|
1,272 |
|
|
|
1,695 |
|
|
|
2,385 |
|
|
Fuel
oil (mtn)
|
|
|
558 |
|
|
|
633 |
|
|
|
1,187 |
|
|
|
903 |
|
|
|
696 |
|
|
Petrochemicals
(mtn)
|
|
|
247 |
|
|
|
351 |
|
|
|
689 |
|
|
|
700 |
|
|
|
749 |
|
Due to the
decreased export product volumes indicated above and increasing export duties,
the portion of our net sales accounted for by exports decreased steadily between
2005 and 2008. Exports accounted for 25.3%, 31.8%, 28.9%, 33.7% and
37.7% of our consolidated net sales in the six-month periods ended June 30, 2008
and 2007, and in 2007, 2006 and 2005, respectively.
The
Argentine government’s current policy is not to allow any exports of natural gas
other than to the residential sector in certain other countries. In addition,
the Argentine government requires companies intending to export crude oil,
diesel and LPG to obtain prior authorization from the Secretariat of Energy by
demonstrating that local demand for those products has been satisfied. Since
2005, because domestic diesel production has generally not been sufficient to
satisfy Argentine consumption needs, exports of diesel have been substantially
restricted.
Differences
between Argentine and international prices for hydrocarbon products
Domestic
prices for our products have fallen significantly below international prices as
a result of regulatory policies that have resulted in limitations on our ability
to increase domestic prices sufficiently to keep pace with international market
prices. The following table sets forth the average prices at which we sold our
principal products in the domestic market (net of taxes passed through to
consumers, such as value added and fuel transfer taxes) for the periods
indicated:
|
|
|
For
the Six-Month Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
Peso
|
|
|
$ |
U.S. |
(1) |
|
Natural
gas(2)(3)
|
|
|
231 |
|
|
|
74 |
|
|
Diesel(4)
|
|
|
1,182 |
|
|
|
379 |
|
|
Gasoline
products(5)
|
|
|
1,124 |
|
|
|
361 |
|
|
(1)
|
Amounts
translated from Argentine pesos at the average exchange rate for the
period.
|
|
(2)
|
Per
thousand cubic meters.
|
|
(3)
|
Reflects
the average of residential prices (which are generally lower than prices
to other segments) and industrial
prices.
|
|
(4)
|
Per
cubic meter. Does not include sales by Refinor, in which we have a 50%
interest and which is proportionally consolidated in our consolidated
financial statements.
|
|
(5)
|
Per
cubic meter. Does not include sales by Refinor, in which we have a 50%
interest, and which is proportionally consolidated in our consolidated
financial statements. The average price shown for each period is the
volume-weighted average price of the various grades of gasoline products
sold by us in the domestic market during such
period.
|
The
disparity between the prices at which hydrocarbon products are sold in Argentina
and the prevailing international prices for such products has been mainly due to
limitations on our ability to pass increases in international prices of crude
oil and hydrocarbon fuels and adverse exchange rate movements through to
domestic prices or to increase local prices of natural gas (in particular for
residential customers), gasoline and diesel. In a framework of increasing
international prices, and notwithstanding our leading market position, domestic
liquid fuel prices remain well below the level consistent with international
prices.
For
example, in June 2008, diesel import prices were approximately U.S.$1,110/cubic
meter, while the average domestic sales prices were approximately U.S.$428/cubic
meter before government subsidies. In addition, the price at which Bolivia
exports natural gas to Argentina (which is purchased by ENARSA) was
approximately U.S.$6/mmBtu in the fourth quarter of 2007 (approximately
U.S.$7.8/mmBtu in the second quarter of 2008), while the price at which we purchase natural gas from ENARSA
was approximately U.S.$1.84/mmBtu and our average sales price in the six-month period ended June 30, 2008
for such gas in
Argentina was approximately U.S.$2.00/mmBtu.
In
addition, pursuant to Resolution 599/2007 of the Secretariat of Energy dated
June 14, 2007 (see “Item 4. Information on the Company—Regulatory Framework and
Relationship with the Argentine Government—Market Regulation—Natural gas” in our
2007 20-F), the Argentine government and gas producers, including us, entered
into an agreement for the supply of certain volumes of gas to each segment of
the domestic market during the period 2007 through 2011. Under this agreement,
we have supplied a total volume of 2,674 million cubic meters of gas from August
through December 2007 (representing 34% of our total gas volume sales for the
same period) to domestic residential and small commercial consumers at a price
of approximately Ps.0.50/mmBtu for that period.
Relative
maturity of our oil and gas assets
Argentina’s
oil and gas fields are mature and, as a result, our reserves and production are
declining as reserves are depleted. Because we mainly have concessions for
mature oil and gas fields that are undergoing natural production declines, it is
difficult to replace our proved reserves from other categories of reserves. In
2007, our estimated proved oil reserves and oil production declined by 8.38% and
4.76%, respectively, over the preceding year, while our estimated proved gas
reserves and gas production declined by 7.65% and 2.46%, respectively, over the
same period. As a result, in an effort to maintain our high refinery utilization
rates and because of regulatory requirements to supply certain hydrocarbon
products to the domestic market, we purchased crude oil and natural gas from
third parties. In 2007 and 2006, our crude production, substantially all of
which was destined to our refineries, represented approximately 83% and 90%,
respectively, of the total crude oil processed by our refineries. In the
six-month period ended June 30, 2008, it represented 77%, a 6% decline from the
full year 2007, due mainly to a strike that affected our operations in the South
of Argentina and caused our production to decrease by approximately 3.4 mmbbl.
As adjusted for the lost production
resulting
from the strike, we believe our crude oil production would have represented
approximately 82% of the crude processed by our refineries. In 2007 and 2006,
our natural gas production represented approximately 99% and 93%, respectively,
of our total natural gas deliveries, while in the six-month period ended June
30, 2008, almost 100% of such deliveries were satisfied by our production. We
expect our oil and gas proved reserves and production rates to continue their
decline. See “Item 4. Information on the Company—Exploration and Development
Activities—Reserves” in our 2007 20-F for more information on our proved
reserves.
Increasing
cost of sales
Our cost
of sales accounted for 66.3% and 63.4% of our consolidated net sales in the
six-month periods ended June 30, 2008 and 2007, respectively, and 65.3%, 61.7%
and 49.2% of our consolidated net sales in 2007, 2006 and 2005, respectively.
Our cost of sales increased significantly between 2005 and the first half of
2008, mainly as a result of: increased purchases of crude oil from third
parties, driven by our efforts to maintain our high refinery utilization rates
in light of our declining production; increased purchases of natural gas and
diesel from third parties to fulfill our domestic supply requirements and avoid
penalties under certain delivery contracts; higher labor costs; higher costs
related to the renegotiation of certain service contracts; and inflation. Due to
prevailing Argentine price limitations, we were unable to pass many of these
cost increases to our customers in the form of higher hydrocarbon product
prices.
Critical
Accounting Policies
U.S.
GAAP reconciliation
The
difference between our net income under Argentine GAAP and our net income under
U.S. GAAP for the six-month periods ended June 30, 2008 and 2007 is primarily
due to the remeasurement into functional currency and translation into reporting
currency, the elimination of the inflation adjustment into Argentine constant
pesos, the effects of the reorganization of entities under common control, the
impairment of long-lived assets, capitalization of financial expenses,
accounting for assets retirement obligations, proportional consolidation of
investments in jointly controlled companies, and the consolidation of variable
interest entities.
Under
Argentine GAAP, financial statements are presented in constant Argentine pesos
(“reporting currency”). Foreign currency transactions are recorded in Argentine
pesos by applying to the foreign currency amount the exchange rate between the
reporting and the foreign currency at the date of the transaction. Exchange rate
differences arising on monetary items in foreign currency are recognized in the
income statement of the period.
Under U.S.
GAAP, a definition of the functional currency is required which may differ from
the reporting currency. Management has determined, for us and certain of our
subsidiaries and investees, the U.S. dollar to be the functional currency in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 52.
Therefore, we have re-measured into U.S. dollars our Unaudited Interim Financial
Statements as of June 30, 2008 and 2007, in each case prepared in accordance
with Argentine GAAP by applying the procedures specified in SFAS No. 52. The
objective of the re-measurement process is to produce the same results that
would have been reported if the accounting records had been kept in the
functional currency. Accordingly, monetary assets and liabilities are
re-measured at the balance sheet date (current) exchange rate. Amounts carried
at prices in past transactions are re-measured at the exchange rates in effect
when the transactions occurred. Revenues and expenses are re-measured on a
monthly basis at the average rates of exchange in effect during the period,
except for consumption of non-monetary assets, which are re-measured at the
rates of exchange in effect when the respective assets were acquired.
Translation gains and losses on monetary assets and liabilities arising from the
re-measurement are included in the determination of net income (loss) in the
period such gains and losses arise. For certain of our subsidiaries and
investees, we have determined the Argentine peso as the functional currency.
Translation adjustments resulting from the process of translating the financial
statements of the mentioned subsidiaries into U.S. dollars are not included in
determining net income and are reported in other comprehensive income (“OCI”),
as a component of shareholders’ equity.
The
amounts obtained from the re-measurement process referred to above are
translated into Argentine pesos under the provisions of SFAS No. 52. Assets and
liabilities are translated at the current selling exchange rate of Ps.3.03 to
U.S.$1.00, as of June 30, 2008. Revenues, expenses, gains and losses reported in
the income statement are translated at the exchange rate existing at the time of
each transaction or, if appropriate, at the weighted average of the exchange
rates during the period. Translation effects of exchange rate changes are
included as a cumulative translation adjustment in shareholders’ equity. For the
six-month periods ended June 30, 2008 and 2007, the re-measurement into
functional currency and the translation into reporting currency decreased net
income determined according to Argentine GAAP by Ps.1,091 million and Ps.641
million, respectively.
Under
Argentine GAAP, we have proportionally consolidated, net of intercompany
transactions, assets, liabilities, net sales, cost and expenses of investees in
which joint control is held. Under U.S. GAAP these investees are accounted for
by the equity method. The proportional consolidation mentioned above generated
an increase of Ps.530 million in total assets and total liabilities as of June
30, 2008, and an increase of Ps.903 million and Ps.647 million in net sales and
Ps.498 million and Ps.331 million in operating income for the six-month periods
ended June 30, 2008 and 2007, respectively.
Under
Argentine GAAP, in order to perform the recoverability test, long-lived assets
are grouped with other assets at business segment level, and they would be
impaired if the discounted cash flows, considered at business segment level,
were less than its carrying value. With respect to assets that were held pending
sale or disposal, our policy was to record these assets on an individual basis
at amounts that did not exceed net realizable value.
Under U.S.
GAAP, for proved oil and gas properties, we perform the impairment test on an
individual field basis. Other long-lived assets are aggregated, so that the
discrete cash flows produced by each group of assets may be separately analyzed.
Each asset is tested following the guidelines of SFAS No. 144, “Accounting for
the Impairment of Long—Lived Assets,” by comparing the net book value of such an
asset with the expected undiscounted cash flow. Impairment losses are measured
as the amount by which the carrying amount of the assets exceeds the fair value
of the assets. When market values are not available, we estimate them using the
expected future cash flows discounted at a rate commensurate with the risks
associated with the recovery of the assets. There were no impairment charges
under U.S. GAAP for the six-month periods ended June 30, 2008 and 2007. The
adjusted book value after impairment under U.S. GAAP results in lower
depreciation of Ps. 74 million and Ps. 85 million for the six-month periods
ended June 30, 2008 and 2007, respectively. Additionally, the reconciliation
adjustment of Ps.16 million for the six-month period ended June 30, 2007
includes a loss of Ps.69 million for the elimination of the reversal of an
impairment charge made under Argentine GAAP, which is not allowed under U.S.
GAAP.
Under U.S. GAAP, only interest expense
on qualifying assets must be capitalized, regardless of the asset’s construction
period. Under Argentine GAAP, for those assets that necessarily take a
substantial period of time to get ready for its intended use, borrowing costs
(including interest and exchange differences) should be capitalized.
Accordingly, borrowing costs for those assets whose construction period exceeds
one year have been capitalized, provided that such capitalization does not
exceed the amount of financial expense recorded in that period or
year.
Under U.S. GAAP, SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets
and the associated asset retirement cost. The standard applies to the legal obligation associated with the
retirement of long-lived assets that results from the acquisition, construction,
development and normal use of the asset. Accounting for Assets Retirement
Obligations, requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred, if a reasonable
estimate of fair value can be made. The asset retirement obligations liability
is built up in cash flow layers, with each layer being discounted using the
discount rate as of the date that the layer was created. Remeasurement of the
entire obligation using current discount rates is not permitted. Each cash flow
layer is added to the carrying amount of the associated asset. This additional
carrying amount is then depreciated over the life of the asset. The liability is
increased due to the passage of time based on the time value of money
(“accretion expense”) until the obligation is settled. Argentine GAAP is similar
to SFAS No. 143, except for a change in the discount rate is treated as a change
in estimates, so the entire liability must be recalculated using the current
discount rate, being the change added or reduced from the related
asset.
Under U.S. GAAP, results on
reorganization of entities under common control are eliminated and related
accounts receivables are considered as a capital (dividend) transaction. Under
Argentine GAAP, results on reorganization of entities under common control and
account receivables are recognized in the statement of income and the balance
sheet, respectively.
FIN No. 46R, Consolidation of Variable
Interest Entities, (“FIN 46R”) clarifies the application of Accounting Research
Bulletin No. 51 to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The interpretations explain
how to identify variable interest entities and how an enterprise assesses its
interests in a variable interest entity to decide whether to consolidate that
entity. These interpretations require existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among parties involved. Under Argentine GAAP,
consolidation is based on having the votes necessary to
control corporate decisions (Note 1 to the Unaudited Interim Financial
Statements).
Through May 2008, we had operations with one
variable interest entity
(“VIE”), which was created
in order to structure our future deliveries of oil (“FOS transaction”). Additionally,
through September 2005, we
had operations
with a VIE related to another FOS
transaction, which was settled in advance. For a further description refer to
“—Transactions with unconsolidated variable interest entities”
below.
YPF Holdings has a non-contributory defined-benefit pension
plan and postretirement and postemployment benefits. Under U.S. GAAP, the
Company fully recognized the underfunded status of defined-benefit pension and
postretirement plans as a liability in the financial statements reducing the
Company’s shareholders’ equity through the accumulated OCI account. Under
Argentine GAAP,
unrecognized actuarial
losses are not considered in the amount of the net liability. For a more
detailed discussion of the most significant differences between Argentine GAAP
and U.S. GAAP, please refer
to Note 6(f) to the
Unaudited
Interim Financial
Statements.
Principal
Income Statement Line Items
The
following is a brief description of the principal line items of our income
statement.
Net
sales
Net sales
include primarily our consolidated sales of unrefined and refined fuel and
chemical products net of the payment of applicable fuel transfer taxes, turnover
taxes and custom duties on exports. Royalties with respect to our production are
accounted for as a cost of production and are not deducted in determining net
sales.
Cost
of sales
The
following table presents, for each of the periods indicated, a breakdown of our
consolidated cost of sales by category:
|
|
|
For
the Six-Month Period
Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
|
Inventories
at beginning of year
|
|
|
2,573 |
|
|
|
1,697 |
|
|
Purchases
for the period
|
|
|
3,924 |
|
|
|
2,568 |
|
|
Production
costs(1)
|
|
|
7,135 |
|
|
|
6,072 |
|
|
Holding
gains on inventories
|
|
|
123 |
|
|
|
119 |
|
|
Inventories
at end of period
|
|
|
(2,854 |
) |
|
|
(2,157 |
) |
|
Cost
of sales
|
|
|
10,901 |
|
|
|
8,299 |
|
|
(1)
|
The
table below presents, for each of the periods indicated, a breakdown of
our consolidated production costs by
category:
|
|
|
|
For
the Six-Month Period
Ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
|
Salaries
and social security taxes
|
|
|
485 |
|
|
|
395 |
|
|
Fees
and compensation for services
|
|
|
98 |
|
|
|
67 |
|
|
Other
personnel expenses
|
|
|
158 |
|
|
|
124 |
|
|
Taxes,
charges and contributions
|
|
|
139 |
|
|
|
111 |
|
|
Royalties
and easements
|
|
|
1,138 |
|
|
|
981 |
|
|
Insurance
|
|
|
55 |
|
|
|
48 |
|
|
Rental
of real estate and equipment
|
|
|
189 |
|
|
|
154 |
|
|
Depreciation
of fixed assets
|
|
|
1,970 |
|
|
|
1,939 |
|
|
Industrial
inputs, consumable material and supplies
|
|
|
279 |
|
|
|
302 |
|
|
Operation
services and other service contracts
|
|
|
526 |
|
|
|
279 |
|
|
Preservation,
repair and maintenance
|
|
|
917 |
|
|
|
766 |
|
|
Contractual
commitments
|
|
|
156 |
|
|
|
232 |
|
|
Transportation,
products and charges
|
|
|
448 |
|
|
|
369 |
|
|
Fuel,
gas, energy and miscellaneous
|
|
|
577 |
|
|
|
305 |
|
|
Total
|
|
|
7,135 |
|
|
|
6,072 |
|
Other
expenses, net
Other
expenses principally include reserves for pending lawsuits and other claims,
provisions for environmental remediation and provisions for defined benefit
pension plans and other post-retirement benefits.
Finance
income/(expense), net and holding gains
Finance
income/(expense), net and holding gains consist of the net of gains and losses
on interest paid and interest earned, currency exchange differences and the
periodic revaluation of inventories.
Taxes
The
statutory corporate income tax rate in Argentina was 35% during each of the
periods presented in this report. Our effective tax rates for the periods
discussed in this report exceed the Argentine corporate income tax rate mainly
due to the non-deductibility of the amortization of the effect of inflation
indexation on fixed assets, offset in part by income on non-consolidated
long-term investments (which is included in our consolidated financial
statements net of corporate income tax as payable by investees) and tax-free
income from the sale of hydrocarbons produced in Tierra del Fuego. See Note 2(f)
to the Unaudited Interim Financial Statements.
Results
of Operations
Consolidated
results of operations for the six-month periods ended June 30, 2008 and
2007
The
following table sets forth certain financial information as a percentage of net
sales for the periods indicated.
|
|
|
Six-Month
Period Ended
June
30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(percentage
of net sales)
|
|
|
|
Net
sales
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
Cost
of sales
|
|
|
(66.3 |
) |
|
|
(63.4 |
) |
|
Gross
profit
|
|
|
33.7 |
|
|
|
36.6 |
|
|
Administrative
expenses
|
|
|
(2.6 |
) |
|
|
(2.8 |
) |
|
Selling
expenses
|
|
|
(6.7 |
) |
|
|
(7.6 |
) |
|
Exploration
expenses
|
|
|
(1.3 |
) |
|
|
(1.8 |
) |
|
Operating
income
|
|
|
23.1 |
|
|
|
24.4 |
|
The tables
below present, for the periods indicated, volume and price data with respect to
our consolidated sales of our principal products in the domestic and export
markets, respectively. The data presented below does not include sales by
Compañía Mega S.A. (“Mega”), Refinor or Profertil, jointly-controlled companies
in which we have 38%, 50% and 50% interests, respectively, and which are
proportionally consolidated in our consolidated financial statements. Mega,
Refinor and Profertil contributed, after consolidation adjustments, 1.37%, 1.38%
and 2.75%, respectively, of our consolidated net sales for the six-month period
ended June 30, 2008 and 1.63%, 1.49% and 1.82%, respectively, of our
consolidated net sales for the six-month period ended June 30,
2007.
|
|
Six-Month
Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
Average
price per unit(1)
|
|
|
|
Average
price per unit(1)
|
|
|
|
|
|
(in
pesos)
|
|
|
|
(in
pesos)
|
|
|
Natural
gas
|
7,939
mmcm
|
|
231/mcm
|
|
8,194
mmcm
|
|
160/mcm
|
|
|
Diesel
|
4,032
mcm
|
|
|
1,182/m3 |
|
3,936
mcm
|
|
|
925/m3 |
|
|
Gasoline
|
1,414
mcm
|
|
|
1,124/m3 |
|
1,262
mcm
|
|
|
911/m3 |
|
|
Fuel
oil (2)
|
510
mtn
|
|
1,373/ton
|
|
206
mtn
|
|
891/ton
|
|
|
Petrochemicals
|
336
mtn
|
|
2,094/ton
|
|
320
mtn
|
|
1,408/ton
|
|
|
(1)
|
Average
prices shown are net of applicable domestic fuel transfer taxes payable by
consumers.
|
|
(2)
|
For
the period ended June 30, 2008, includes sales under the Energy
Substitution Program amounting to 104
mtn.
|
|
|
Six-Month
Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
Average
price per unit(1)
|
|
|
|
Average
price per unit(1)
|
|
|
|
|
|
(in
pesos)
|
|
|
|
(in
pesos)
|
|
|
Natural
gas (2)
|
285
mmcm
|
|
731/mcm
|
|
1,126
mmcm
|
|
350/mcm
|
|
|
Diesel
|
91
mcm
|
|
|
2,789/m3 |
|
75
mcm
|
|
|
1,650/m3 |
|
|
Gasoline
|
508
mcm
|
|
|
2,473/m3 |
|
696
mcm
|
|
|
1,645/m3 |
|
|
Fuel
oil
|
558
mtn
|
|
1,720/ton
|
|
633
mtn
|
|
1,014/ton
|
|
|
Petrochemicals
|
247
mtn
|
|
2,645/ton
|
|
351
mtn
|
|
2,148/ton
|
|
|
(1)
|
Average
prices shown are gross of applicable export withholding taxes payable by
us, and, as a result, may not be indicative of amounts recorded by us as
net sales. See “—Factors Affecting Our Operations—International oil and
gas prices and Argentine export taxes” for more information on the export
tax withholding rates applicable to our principal
products.
|
|
(2)
|
Average
price is based on natural gas actually delivered and does not include
fixed charges collected pursuant to certain delivery
contracts.
|
Net
sales
Net sales
in the six-month period ended June 30, 2008 were Ps.16,443 million, representing
an 25.5% increase compared to Ps.13,099 million in the six-month period ended
June 30, 2007. This
increase was primarily attributable to increases in domestic prices for diesel
and gasoline as well as in sales volumes of those products in the domestic
market. As a
result, our domestic sales increased 37.6% to Ps.12,288 million in the six-month
period ended June 30, 2008 from Ps.8,927 million in the same period in
2007. Export sales,
despite an increase in international prices of substantially all of our exported
products, declined by 0.4% to Ps.4,155 million in the six-month period ended
June 30, 2008 from Ps.4,172 million in the same period in 2007, driven mainly by
the increase in the export tax withholding rates applicable to petrochemical and
refined products. Our export sales in both
periods were made mainly to the United States, Brazil and Chile.
For
further information on our net sales for the periods discussed above, see
“—Results of operations by business segment for the six-month periods ended June
30, 2008 and 2007.”
Cost
of sales
Cost of
sales in the six-month period ended June 30, 2008 was Ps.10,901 million compared
to Ps.8,299 million in the six-month period ended June 30, 2007, representing a
31.3% increase, which was mainly attributable to the increase in the
total volume of crude oil purchases from third parties, which was necessary to
offset our lower crude oil production and maintain the pace of our refinery
operations in order to meet the growing domestic demand of refined products.
Cost of sales as a percentage of net sales increased to 66.3% in the 2008
period, compared to 63.4% in the same period in 2007. Increased volumes of crude
oil purchases adversely affect our margins because we lose the margin earned on
our internal exploration and production activities. In addition, we experienced
general increases in costs, mainly in preservation, repair and maintenance, and
operation services and other service contracts, driven mainly by upward price
and wage pressure, and transportation, products and charges, driven mainly by
the increase in our domestic sales. Salaries and social security also increased
more than 20%, at pace with general price increases in the broader
economy.
Selling
expenses
Our
selling expenses were Ps.1,102 million in the six-month period ended June 30,
2008 compared to Ps.992 million in the six-month period ended June 30, 2007,
representing an increase of 11.1%, mainly attributable to the increase in the
amount we paid in tax on debits and credits on bank accounts, due to the higher
amounts involved in these transactions in the first half of 2008. The cost of
transportation to our distribution network also increased, in this case driven
mainly by our higher domestic sales.
Operating
income
Operating
income in the six-month period ended June 30, 2008 was Ps.3,793 million compared
to Ps.3,200 million in the six-month period ended June 30, 2007, representing an
increase of 18.5%. Operating income increased primarily due to the previously
mentioned increases in domestic prices, partially offset by our higher cost of
sales.
Our
operating margins (operating income divided by net sales) were 23.1% and 24.4%
in the six-month periods ended June 30, 2008 and 2007,
respectively.
Other
expenses, net
Other
expenses, net increased to Ps.241 million in the six-month period ended June 30,
2008 from Ps.18 million in the six-month period ended June 30, 2007, mainly as a
result of increased reserves for lawsuits, due mainly to our reassessment of
certain environmental obligations based on new information that became available
during the six-month period ended June 30, 2008. See Note 3(h) to our Unaudited
Interim Financial Statements.
Financial
income (expense), net and holding gains
In the
six-month period ended June 30, 2008, financial income (expense), net and
holding gains, increased to Ps.270 million from Ps.174 million in the six-month
period ended June 30, 2007. This increase is attributable to positive exchange
differences resulting from the depreciation of the U.S. dollar against the
Argentine peso, as our outstanding debt is denominated in U.S. dollars, as well
as higher holding gains on inventories from stock revaluation. These financial
income, net and holding gains were partially offset by a decrease in interest
income, and an increase in interest expenses.
Taxes
Income tax
expense in the six-month period ended June 30, 2008 increased 24.8% to Ps.1,635
million from Ps.1,310 million in the six-month period ended June 30, 2007. The
effective income tax rates for the six-month period ended June 30, 2008 and the
six-month period ended June 30, 2008 were 42% and 38%, respectively, compared to
the statutory income tax rate of 35%. The higher effective income tax rate is
mainly attributable to higher losses recognized by YPF Holdings and the 100%
impairment of the deferred tax assets generated as a result of such losses due
to our recovery assesments.
Net
income
Net income
for the six-month period ended June 30, 2008 was Ps.2,254 million, compared to
Ps.2,144 million in the same period in 2007, an increase of 5.1%. This increase
is mainly attributable to our 18.5% increase in operating income, which was
partially offset by the increase in other expenses, net, and higher income
tax.
Results
of operations by business segment for the six-month periods ended June 30, 2008
and 2007
The
following table sets forth net sales and operating income for each of our lines
of business for the six-month periods ended June 30, 2008 and 2007:
|
|
|
For
the Six-month Periods Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
|
Net
sales(1)
|
|
|
|
|
|
|
|
Exploration
and production(2)
|
|
|
|
|
|
|
|
To
unrelated parties
|
|
|
2,198 |
|
|
|
1,607 |
|
|
To
related parties
|
|
|
523 |
|
|
|
331 |
|
|
Intersegment
sales and fees(3)
|
|
|
5,715 |
|
|
|
6,057 |
|
|
Total
exploration and production
|
|
|
8,436 |
|
|
|
7,995 |
|
|
Refining
and marketing(4)
|
|
|
|
|
|
|
|
|
|
To
unrelated parties
|
|
|
11,279 |
|
|
|
8,885 |
|
|
To
related parties
|
|
|
973 |
|
|
|
1,007 |
|
|
Intersegment
sales and fees
|
|
|
571 |
|
|
|
880 |
|
|
Total
refining and marketing
|
|
|
12,823 |
|
|
|
10,772 |
|
|
Chemical
|
|
|
|
|
|
|
|
|
|
To
unrelated parties
|
|
|
1,349 |
|
|
|
1,213 |
|
|
Intersegment
sales and fees
|
|
|
542 |
|
|
|
418 |
|
|
Total
Chemical
|
|
|
1,891 |
|
|
|
1,631 |
|
|
Corporate
and other
|
|
|
|
|
|
|
|
|
|
To
unrelated parties
|
|
|
121 |
|
|
|
56 |
|
|
Intersegment
sales and fees
|
|
|
203 |
|
|
|
169 |
|
|
Total
Corporate and others
|
|
|
324 |
|
|
|
225 |
|
|
Less
intersegment sales and fees
|
|
|
(7,031 |
) |
|
|
(7,524 |
) |
|
Total
net sales(5)
|
|
|
16,443 |
|
|
|
13,099 |
|
|
Operating
income (Loss)
|
|
|
|
|
|
|
|
|
| |
|
|
For
the Six-month Periods Ended June 30,
|
|
| |
|
|
2008
|
|
|
|
2007
|
|
| |
|
|
(in
millions of pesos)
|
|
|
Exploration
and production
|
|
|
2,010 |
|
|
|
2,155 |
|
|
Refining
and marketing
|
|
|
1,525 |
|
|
|
1,087 |
|
|
Chemical
|
|
|
658 |
|
|
|
321 |
|
|
Corporate
and other
|
|
|
(328 |
) |
|
|
(301 |
) |
|
Consolidation
adjustments
|
|
|
(72 |
) |
|
|
(62 |
) |
|
Total
operating income
|
|
|
3,793 |
|
|
|
3,200 |
|
|
(1)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on exports. Royalties with respect to our production are
accounted for as a cost of production and are not deducted in determining
net sales.
|
|
(2)
|
Includes
exploration and production operations in Argentina and the United
States.
|
|
(3)
|
Intersegment
sales of crude oil to Refining and Marketing are recorded at transfer
prices that reflect our estimate of Argentine market
prices.
|
|
(4)
|
Includes
LPG activities.
|
|
(5)
|
Total
net sales include export sales of Ps.4,155 million and Ps.4,172 million
for the six-month periods ended June 30, 2008, and 2007,
respectively.
|
Exploration and production
Exploration
and Production net sales in the six-month period ended June 30, 2008 were Ps.
8,436, representing a 5.5% increase from Ps. 7,995 million in the six-month
period ended June 30, 2007. The volume of crude oil sales decreased by 9.9% in
the six-month period ended June 30, 2008, mainly due to a strike which affected
our operations in the South of Argentina. The increase in average international
crude oil prices (of approximately 80% between periods) was not significantly
reflected in local market prices, due to the imposition in November 2007 of
higher export tax rates, pursuant to Resolution No. 349/07. Export volumes of
natural gas declined approximately 75% in the 2008 period compared to the same
period in 2007, due to the priority we are required to give to fulfilling
domestic demand. This decrease in exports was more than offset by a 42% increase
in the average price of natural gas sold in the domestic market, driven mainly
by a partial recovery in prices for the non-residential segments of the
market.
Exploration
and Production operating income declined 6.7% to Ps. 2,010 million in the
six-month period ended June 30, 2008 from Ps. 2,155 million in the six-month
period ended June 30, 2007 due to operating expenses increases outpacing the
5.5% increase in Exploration and Production net sales. Operating expenses
increased 10.0%, primarily due to the effect of cost increases in the wider
economy, increases in oil and gas royalties, considering the higher oil and gas
prices required to be used as a basis for calculation, as well as in the annual surface fee that
is based on acreage of each block and which are payable to the provinces
in which the hydrocarbon fields are located or, in the case of offshore and
certain other fields, to the Argentine federal government, and which increased
almost eightfold in the six-month period ended June 30, 2008 compared to the
same period in the prior year.
Average
oil production during the six-month period ended June 30, 2008 decreased 8.3% to
307 thousand barrels per day from 335 thousand barrels per day in the same
period in 2007. Natural gas production in the six-month period ended June 30,
2008 decreased 5.0% to 1,653 million cubic feet per day from 1,743 million cubic
feet per day in the same period in 2007. These declines were the consequences of
a strike which affected our operations in the South of Argentina and the natural
decline in the production curve resulting from the continuing overall maturity
of our fields.
Refining
and marketing
Net sales
in the six-month period ended June 30, 2008 were Ps.12,823 million, 19.0% higher
than the Ps.10,772 million in net sales recorded in the six-month period ended
June 30, 2007. This increase was mainly attributable to increases in the volumes
sold in the domestic market and in the average domestic prices of diesel and
gasoline. Domestic
diesel volumes and average prices increased by approximately 2% and 28%,
respectively, while domestic gasoline volumes and average prices increased
approximately 12% and 22%, respectively. The increases were offset in part by
the priority given to the fulfillment of domestic gasoline demand, which
resulted in a 27% decrease in the volume of gasoline exported, the segment’s
principal export product sold in the international market, where prices (net of
export taxes) were on average slightly higher than in Argentina during the
six-month period ended June 30, 2008, despite the higher export taxes assessed
by the Argentine government, which eroded our margins from export sales compared
to the first half of 2007.
Operating
profit increased by 40.3% to Ps.1,525 million in the six-month period ended June
30, 2008 from Ps.1,087 million in the same period in 2007. This increase was due
to improved margins resulting from the above-mentioned increases in net sales
driven by higher prices for diesel and gasoline in Argentina described above and
partially offset by an increase in the cost of crude oil purchased from third
parties. Additionally, an 18.5% increase in refining costs, primarily in
maintenance, energy and industrial inputs, was driven partly by maintenance
works which took place in our La Plata and Luján de Cuyo Refineries, and partly
by inflation. Refining cost per barrel, which we calculate as the segment’s cost
of sales for the period less crude oil purchase costs and depreciation of fixed
assets, divided by the number of barrels produced during the period, was
Ps.11.78 in the six-month period ended June 30, 2008 compared to Ps.9.79 in the
six-month period ended June 30, 2007.
Refinery
output in the six-month period ended June 30, 2008, including 50% of Refinor’s
output (we own 50% of Refinor), reached 334 thousand barrels per day,
representing a utilization rate of almost 100% of the existing processing
capacity.
Chemical
Net sales
in the six-month period ended June 30, 2008 increased by 15.9% to Ps.1,891
million from Ps.1,631 million in the six-month period ended June 30, 2007, while
operating income in the six-month period ended June 30, 2008 increased 105.0% to
Ps. 658 million from Ps. 321 million in the six-month period ended June 30,
2007. These increases were attributable mainly to higher operating income of
Profertil, in which we have a 50% interest, attributable to increases in the
sales of urea and other fertilizers, as well as an increase in the average
prices of these products. Additionally, the increase in the operating income of
our petrochemical operations was driven by an increase in prices for most of the
segment’s products, especially methanol and fertilizers, and was only partially
offset by higher production costs and the effects of the higher export taxes
pursuant to Resolution No. 394/07.
Liquidity
and Capital Resources
Financial
condition
Total debt
outstanding, net of cash, as of June 30, 2008was U.S.$1,039 million (Ps.3,147
million) consisting of short-term debt (including the current portion of
long-term debt) of U.S.$824 million (Ps.2,497 million) and long-term debt of
U.S.$215 million (Ps.650 million). As of June 30, 2008, most of our debt was
denominated in U.S. dollars (see Notes 3(g) to the Unaudited Interim Financial
Statements.) The use of derivatives is detailed in “—Quantitative and
Qualitative Disclosure about Market Risk.”
Since
September 2001, we have repurchased certain of our publicly-traded bonds in open
market transactions on an arms-length basis. As of June 30, 2008, we had
repurchased approximately U.S.$159 million of our outstanding bonds. We may from
time to time make additional purchases of, or affect other transactions relating
to, our publicly-traded bonds if in our own judgment the market conditions are
attractive.
The
following tables set forth our consolidated cash flow information for the
periods indicated.
| |
|
For
the Six-Month Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
| |
|
(in
millions of pesos)
|
|
|
|
|
|
Net
cash flows provided by operating activities
|
|
|
7,059 |
|
|
|
4,051 |
|
|
Net
cash flows used in investing activities
|
|
|
(2,815 |
) |
|
|
(2,539 |
) |
|
Net
cash flows used in financing activities
|
|
|
(4,468 |
) |
|
|
(2,214 |
) |
|
Net
increase/(decrease) in cash and equivalents
|
|
|
(224 |
) |
|
|
(702 |
) |
|
Cash
and equivalents at the beginning of period
|
|
|
847 |
|
|
|
1,087 |
|
|
Cash
and equivalents at the end of period
|
|
|
623 |
|
|
|
385 |
|
Net
proceeds from outstanding loans were Ps.2,321 million. Net cash flow provided by
operating activities was Ps.7,059 million in the six-month period ended June 30,
2008, compared to Ps.4,051 million in the six-month period ended June 30, 2007,
mainly as a result of an 18.5% increase in operating income and the collection
of loans granted by us to related parties.
The
principal uses of cash in investing and financing activities in the six-month
period ended June 30, 2008 included Ps.2,816 million in fixed asset acquisitions
relating mainly to drilling activities in our Exploration and Production
business unit, and Ps.6,789 million in dividend payments.
Our
current financing policy is to use cash flows provided by operating activities
and debt to fund both our investing and operating activities.
In
addition, Repsol YPF and Petersen Energía have agreed in the shareholders’
agreement entered into by them in connection with the Petersen Transaction to
effect the adoption of a dividend policy under which we would distribute 90% of
our net income as dividends, starting with our net income for 2007. They have
also agreed to vote in favor of requiring us to distribute a dividend of
U.S.$850 million in addition to the amount resulting from the distribution of
our net income mentioned in the preceding sentence, with payments in 2008 and
2009. We distributed dividends in the amounts of Ps.4,232 million and Ps.2,557
million in February and May 2008, respectively. See “Item 8.
Financial Information—Dividends Policy” and “Item 7. Major Shareholders and
Related Party Transactions—Shareholders’ Agreement” in our 2007
20-F.
The
shareholder’s meeting held on January 8, 2008 approved a notes program for an
amount up to U.S.$1 billion, which was also approved by the CNV in September
2008. The proceeds of any offerings under this program must be used exclusively
to invest in fixed assets and working capital in Argentina.
The
following table sets forth our commitments for the periods indicated below with
regard to the principal amount of our debt as of June 30, 2008, plus accrued but
unpaid interest through June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
Debt
|
3,252
|
2,602
|
151
|
303
|
-
|
-
|
196
|
Transactions
with unconsolidated variable interest entities
Since
1996, we have entered into three forward oil sale agreements, which we refer to
as the FOS transactions in this report. These agreements were entered into in
order to obtain cash to fund operations in advance of the actual sale and
delivery of oil. Under these transactions, we were advanced U.S.$381 million in
1996, U.S.$300 million in 1998 and U.S.$383 million in 2001, against future
deliveries of oil. Our obligations under the FOS transactions were recorded as
liabilities in the consolidated balance sheet and were taken to income as the
physical deliveries were made over the term of the contracts. As of June 30,
2008, the obligations under the respective contracts have been fully complied
with and there remain no further obligations to deliver crude oil under the
above agreements.
As
described in “Update of Legal Proceedings” in this report, on March 8, 2004, the
Argentine tax authorities formally communicated to us their view that the FOS
transactions should have been treated as financial transactions carried out in
Argentina and, as such, should have been subject to the relevant tax
withholdings. We have presented our defense rejecting the claim and are
currently arguing our position.
Covenants
in our indebtedness
Our
financial debt generally contains customary covenants for contracts of this
nature, including negative pledge, material adverse change and cross-default
clauses, as well as customary acceleration provisions.
With
respect to financial debt totaling Ps. 3,252 million (U.S.$1,073 million),
including accrued interest (long- and short-term debt, including overdrafts) as
of June 30, 2008, we have agreed, among other things and subject to certain
exceptions, not to establish liens or charges on our assets. In the event of a
payment default, the creditors may declare due and immediately payable the
principal and accrued interest on amounts owed to them. Upon an event of default
with respect to other matters, in the case of outstanding negotiable obligations
amounting to Ps.515 million (U.S.$170 million) (included in the figure above),
the trustee may declare due and immediately payable the principal and accrued
interest on amounts owed if required by the holders of at least 25% of the total
principal of the outstanding obligations.
Almost all
of our total outstanding financial debt is subject to cross-default provisions.
These provisions generally may be triggered if an event of default occurs with
respect to the payment of principal amount or interest on debts equal
to or
exceeding U.S.$20 million. As a result of these cross-default provisions, a
default on our part or the part of any of our consolidated subsidiaries covered
by such provisions could result in a substantial portion of our debt being
declared in default or accelerated. None of our debt or the debt of our
consolidated subsidiaries is currently in default.
Credit
rating
As of June
30, 2008, FITCH Argentina Calificadora de Riesgo S.A. ’s International Rating
for our foreign currency denominated debt was BB+, and for our domestic currency
denominated debt was BBB-. FITCH’s National Rating is AAA for our Negotiable
Obligation Programs. FITCH has a stable outlook on all of our
ratings.
Standard
& Poor’s International Ratings LLC, Sucursal Argentina maintains its rating
for our foreign currency denominated debt at BB, and for our domestic currency
denominated debt at BB+. Their National Rating is AAA for our Negotiable
Obligation Programs. Standard & Poor’s has a stable outlook on all of our
ratings. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization.
We do not
have any ratings downgrade triggers that would accelerate the maturity dates of
our debt or trigger any other contractual obligation on our part. However, a
downgrade in our credit rating could have a material adverse effect on the cost
of renewing existing credit facilities, or obtaining access to new ones in the
future. In the past, our main sources of liquidity have been our cash flows from
operations, bank financings, issuances of debt securities and the proceeds from
our divestment plan. Any future downgrades will not preclude us from using any
of our existing credit lines.
Guarantees
provided
As of June
30, 2008, we had signed guarantees in relation to the financing activities of
Pluspetrol Energy S.A., Central Dock Sud S.A. and Inversora Dock Sud S.A. which
outstanding amounts were approximately U.S.$21 million, U.S.$23 million and Ps.5
million, respectively. The corresponding loans mature in 2011, 2013 and 2009,
respectively.
Capital
investments and expenditures
The table
below sets forth our capital expenditures and investments by activity for the
six-month periods ended June 30, 2008 and 2007.
|
|
|
Six-Month
Period Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions of pesos)
|
|
|
(%)
|
|
|
(in
millions of pesos)
|
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Expenditures and Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration
and Production
|
|
|
2,387 |
|
|
|
82 |
|
|
|
2,224 |
|
|
|
82 |
|
|
Refining
and Marketing
|
|
|
327 |
|
|
|
11 |
|
|
|
321 |
|
|
|
12 |
|
|
Chemical
|
|
|
64 |
|
|
|
2 |
|
|
|
58 |
|
|
|
2 |
|
|
Corporate
and other
|
|
|
147 |
|
|
|
5 |
|
|
|
100 |
|
|
|
4 |
|
|
Total
|
|
|
2,925 |
|
|
|
100 |
% |
|
|
2,703 |
|
|
|
100 |
% |
Off-Balance
Sheet Arrangements
We have
entered into certain off-balance sheet arrangements, as described
in “—Guarantees provided” above.
Qualitative
and Quantitative Disclosure About Market Risk
The
following quantitative and qualitative information is provided about financial
instruments to which we are a party as of June 30, 2008, and from which we may
incur future gains or losses from changes in market, interest rates or foreign
exchange rates. We do not enter into derivative or other financial instruments
for trading purposes.
This
discussion contains forward-looking statements that are subject to risks and
uncertainties. Actual results could vary materially as a result of a number of
factors including those set forth in “Item 3. Key Information—Risk Factors” in
our 2007 20-F.
Foreign
currency exposure
We
generally follow a policy of not hedging our debt obligations in U.S. dollars
due to the fact that, in 1991, the Argentine government instituted a set of
economic reforms known as the “Convertibility Plan,” the centerpiece of which
was a fixed one-to-one rate of exchange between the Argentine peso and the U.S.
dollar. Although in view of the Argentine economic crisis the Argentine
authorities implemented a number of monetary and exchange control measures,
including the abolishment of the Convertibility Law, we have still not hedged
our U.S. dollar debt obligations to date. In addition, our costs
and receipts denominated in currencies other than the Argentine peso, including
the U.S. dollar, often do not match. As a result, we are currently exposed to
risks associated with changes in foreign currency exchange rates. See “Item 3.
Key Information—Risks Relating to Argentina—We may be exposed to fluctuations in
foreign exchange rates” in our 2007 20-F.
The table
below provides information about our assets and liabilities denominated in
currency other than pesos (principally U.S. dollars) that may be sensitive to
changes in foreign exchange rates, as of June 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
than 5 years and undetermined
|
|
|
|
|
|
|
|
(in
millions of U.S. dollars)
|
|
|
Assets
|
|
|
1,191 |
|
|
|
— |
|
|
|
168 |
|
|
|
57 |
|
|
|
1,416 |
|
|
Accounts
payable
|
|
|
1,074 |
|
|
|
253 |
|
|
|
205 |
|
|
|
417 |
|
|
|
1,950 |
|
|
Debt
|
|
|
678 |
|
|
|
151 |
|
|
|
— |
|
|
|
64 |
|
|
|
893 |
|
|
Other
Liabilities
|
|
|
101 |
|
|
|
10 |
|
|
|
10 |
|
|
|
443 |
(1) |
|
|
564 |
|
|
(1)
|
Includes
U.S.$420 million corresponding to reserves with undetermined
maturity.
|
Interest
rate exposure
Our
objective in borrowing under fixed rate debt is to satisfy capital requirements
that minimize our exposure to interest rate fluctuations. To realize our
objectives, we have borrowed under fixed rate debt instruments, based on the
availability of capital and prevailing market conditions.
The table
below provides information about our assets and liabilities as of June 30, 2008
that may be sensitive to changes in interest rates.
| |
|
Expected
Maturity Date
|
|
| |
|
Less
than 1 year
|
|
|
1
– 2 years
|
|
|
2
– 3 years
|
|
|
3
– 4 years
|
|
|
4
– 5 years
|
|
|
More
than 5 years
|
|
|
Total
|
|
|
Fair
Value
|
|
| |
|
(in
millions of pesos)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Receivables (Related parties)
|
|
|
428 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
428 |
|
|
|
428 |
|
|
Interest
rate
|
|
|
2.70%
- 7.28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YPF’s
Negotiable Obligations
|
|
|
306 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
196 |
|
|
|
502 |
|
|
|
539 |
|
|
Interest
rate
|
|
|
9.13% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
Related
Parties
|
|
|
60 |
|
|
|
151 |
|
|
|
303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
514 |
|
|
|
514 |
|
|
Interest
rate
|
|
|
4.9%-
15.5% |
|
|
|
4.9%-
15.5% |
|
|
|
4.9%-
15.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Short-term debt
|
|
|
2,201 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,201 |
|
|
|
2,201 |
|
|
Interest
rate
|
|
|
3.37%
- 22% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM
3. UPDATE OF LEGAL PROCEEDINGS
Argentina
The
Privatization Law provides that the Argentine State shall be responsible, and
shall hold us harmless, for any liabilities, obligations or other commitments
existing as of December 31, 1990 that were not acknowledged as such in the
financial statements of Yacimientos Petrolíferos Fiscales Sociedad del Estado as
of that date arising out of any transactions or events that had occurred as of
that date, provided that any such liability, obligation or other commitment is
established or verified by a final decision of a competent judicial authority.
In certain lawsuits related to events or acts that took place before December
31, 1990, we have been required to advance the payment of amounts established in
certain judicial decisions, and have subsequently been reimbursed or are
currently in the process of requesting reimbursement from the Argentine
government of all material amounts in such cases. We are required to keep the
Argentine government apprised of any claim against us arising from the
obligations assumed by the Argentine government. We believe we have the right to
be reimbursed for all such payments by the Argentine government pursuant to the
above-mentioned indemnity, which payments in any event have to date not been
material. This indemnity also covers fees and expenses of lawyers and technical
consultants subject, in the case of our lawyers and consultants, to the
requirement that such fees and expenses not be contingent upon the amounts in
dispute.
Reserved,
probable contingencies
In the
ordinary course of our business, we are a party to various actions, including
approximately 2,027 labor lawsuits as of June 30, 2008, for which provisions of
Ps.47 million have been made.
A reserve
totaling Ps.1,865 million as of June 28, 2008 has been established to provide
for contingencies which are probable and can be reasonably estimated. In the
opinion of our management, in consultation with our external counsel, the amount
reserved reflects the best estimation, based on the information available as of
the date of this report, of the probable outcome of the mentioned contingencies.
The most significant legal proceedings and claims reserved are described in the
following paragraphs.
CNDC anti-competitive activity
disputes. On March 22, 1999, we were notified of Resolution No. 189/99
from the former Department of Industry, Commerce and Mining of Argentina, which
imposed a fine on us of Ps.109 million, stated Argentine pesos as of that date,
based on the interpretation that we had purportedly abused our dominant position
in the bulk LPG market due to the existence of different prices between the
exports of LPG and the sales to the domestic market from 1993 through 1997. In
July 2002, the Argentine Supreme Court confirmed the fine, and we made the
claimed payment. Additionally, Resolution No. 189/99 provided for the
commencement of an investigation in order to prove whether the penalized
behavior continued from October 1997 to March 1999. On December 19, 2003, the
CNDC completed its investigation and charged us with abuse of dominant market
position during this period. On January 20, 2004, we answered the notification
by (i) claiming the application of the statutes of limitations and alleging the
existence of defects in the imputation procedure (absence of majority in the
resolution that decided the imputation and prejudgment by its signers); (ii)
arguing the absence of abuse of dominant position; and (iii) offering the
corresponding evidence.
Given that
the Argentine Supreme Court has previously established under Law No. 22,262 that
the statute of limitations for administrative infractions is two years, we
believe that our defense based on the statute of limitations is
solid. Since the imputed conduct occurred before
September 29, 1999, which is the effective date of the new law, we believe that
the law applicable to the proceeding is Law No. 22,262 instead of the new
Antitrust Protection Law (No. 25,156). We filed appeals with the National
Economic Criminal Court: (i) on July 29, 2003, in view of the rejection by the
CNDC of the motion to overturn the resolution that ordered the opening of the
preliminary investigations without deciding in advance on the statute of
limitations defense claimed by us; and (ii) on February 4, 2004, in view of the
rejection by the CNDC of the motion to overturn the resolution that ordered the
charge because of a lack of majority and prejudgment. On April 13, 2004, the
National Court of Appeals in Criminal Economic Matters sustained the appeal
filed by us on the grounds of lack of majority of the CNDC in passing the
objected resolution. On August 31, 2004, we appealed the resolution passed by
the CNDC that rejected our statute of limitations defense. The CNDC accepted the
appeal and referred the proceedings to Chamber II of the National Court of
Appeals in Federal Civil and Commercial Matters, which subsequently referred the
proceeding to Room B of the National Court of Appeals in Criminal Economic
Matters. On March 3, 2006, the CNDC decided on the evidence that we shall
produce during this proceeding. During August and September 2007,
hearings involving the testimony of witnesses proposed by us took place.
Despite the arguments expressed by us, the above-mentioned circumstances
make evident that, preliminarily, the CNDC rejects the defenses filed by us and
that the CNDC is reluctant to modify the doctrine provided by Resolution No.
189/99. On
August 12,
2008, Room B of the National Court of Appeals in Criminal Economic Matters
rejected our statute of limitations argument. We have appealed this
decision.
Alleged defaults under natural gas
supply contracts – Innergy, et al. Since 2004, the Secretariat of Energy
and the Undersecretariat of Fuels, through Rule No. 27/04, Resolutions No.
265/04, 659/04, 752/05, 1329/06 and 599/07, have on various occasions instructed
us to supply certain quantities of natural gas to the Argentine domestic market,
in each case notwithstanding the lack of a contractual commitment on our part to
do so. In addition, the Argentine government has, at various times since 2004,
imposed direct volume limitations on natural gas exports in different ways. As a
result of these measures, from 2004 to the present, we have been forced in many
instances to partially or fully suspend natural gas export deliveries that are
contemplated by our contracts with export customers.
We
appealed these measures, but, pending favorable final resolution of such
appeals, we have been obliged to comply in order to avoid greater losses to us
and our export customers that could be occasioned by the revocation of our
export permits or other penalties. We informed our natural gas export customers
of our position that these governmental measures constitute an event of force majeure that releases
us from any contractual or extra-contractual liability deriving from the failure
to deliver the agreed upon volumes of gas. Some of our customers have rejected
our position and three of them have sought damages and/or penalties for breach
of supply commitments under a contractual “deliver or pay” clause, which claims
have been rejected by us.
Innergy
Soluciones Energéticas S.A. (“Innergy”) has filed an arbitral claim against us
based on its “deliver or pay” clause, seeking U.S.$87.7 million in damages as of
August 2007, plus interest (as calculated by Innergy on September 17, 2007).
This amount increases as Innergy invoices “deliver or pay” amounts to us on a
monthly basis, beginning in September 2007, for partially missed deliveries. In
addition to our claim of force
majeure, we have counterclaimed against Innergy for contract termination
based upon the “statutory hardship” exemption set forth in Article 1198 of the
Argentine Civil Code, in light of recent substantial increases in Argentine
export duties on natural gas that make our cost of delivering natural gas to
Innergy significantly higher than the price to be paid to us by Innergy for such
deliveries. Having previously suspended the arbitration to allow for settlement
discussions, on August 29, 2008 the parties extended the suspension for an
additional 60 days.
We are
also currently in pre-arbitral settlement discussions with the other two clients
that have sought damages from us under the “deliver-or-pay” clause,
Electroandina S.A. and Empresa Eléctrica del Norte Grande S.A. These companies
have claimed damages through November 2006 in a total amount of approximately
U.S.$41 million and, from December 2006 through September 2007, for an
additional total amount of U.S.$52 million. We have opposed such
claims.
Additionally,
on June 25, 2008, AES Uruguaiana Emprendimientos S.A claimed damages in a total
amount of U.S.$28.1 million for missed deliveries of natural gas volumes during
the period September 16, 2007 through June 25, 2008. On July 16, 2008, AES
Uruguaiana Emprendimientos S.A. also claimed damages in a total amount of
U.S.$2.7 million for missed deliveries of natural gas volumes during the period
January 18, 2006 through December 1, 2006. We have contested both of these
claims.
Alleged defaults under natural gas
supply contracts – Central Puerto. Central Puerto S.A. (“Central Puerto”)
has made claims against us for cutbacks in natural gas supply pursuant to its
contracts. We have formally denied such breach, based on the fact that, pending
the restructuring of such contracts, we are not obligated to confirm nominations
of natural gas during certain periods of the year. On March 15, 2007, Central
Puerto notified us of the commencement of pre-arbitral negotiations in relation
to the agreements for the supply of its plants located in Buenos Aires and Loma
de La Lata, province of Neuquén. On May 29, 2007, we and Central Puerto entered
into a Termination and Dispute Resolution Agreement regarding the principles of
agreement for the supply of Central Puerto’s plant located in Loma de La Lata.
On June 6, 2007, Central Puerto notified us of its decision to submit the
controversy regarding the agreement for the supply of natural gas to its plants
located in Buenos Aires (the “Buenos Aires Gas Supply Agreement”) to arbitration
under the rules of the International Chamber of Commerce. On June 21, 2007, we
appointed our arbitrator and notified Central Puerto of our decision to submit
to arbitration the controversy regarding the amounts due by Central Puerto under
the Buenos Aires Gas Supply Agreement. On July 23, 2007, Central Puerto filed an
arbitral claim for: (i) our specific performance of the Buenos Aires Gas Supply
Agreement by continuing to deliver volumes of natural gas of up to 3,400,000
m3/day, the applicable maximum daily requirement under the contract, to Central
Puerto’s plants located in Buenos Aires; (ii) our payment of “deliver or pay”
amounts for failure to deliver natural gas (totaling 1,920 mmcm through December
3, 2007), without specifying the amount claimed; and (iii) acknowledgement of
Central Puerto’s right to make-up natural gas volumes. On September 24, 2007, we
answered Central Puerto’s claim and filed counterclaims asking the tribunal for:
(i) a declaration of the termination of the contract; or (ii) as a subsidiary
claim in case the tribunal rejects the request for termination of the contract,
the restructuring of the contract under the Civil Law principles of “Teoría de la Imprevisión”
(hardship provision) and “Sacrificio Compartido”
(both-parties-
effort)
and (iii) payment by Central Puerto of “take or pay” amounts owed by
Central Puerto for certain amounts produced but not taken between 2002 and
2004. On December 3,
2007, Central Puerto submitted a presentation requesting that the tribunal
reject all of our claims. On February 11, 2008, a hearing took place among the
members of the arbitral tribunal and the parties at which a document setting
forth procedures for the arbitration was agreed upon and signed by the parties.
In that document, Central Puerto indicated that it could not quantify its
damages until its experts had completed their work. We estimated our damages to
be approximately U.S.$11 million plus interest, adjusted for inflation (pursuant
to the Stabilization Reference Coefficient or CER), though we also indicated
that this amount could change based on the results of work being performed by
our experts. On April 29, 2008, the tribunal issued an order setting a schedule
for the next phase of the arbitration. On October 1, 2008, the parties produced
their evidence before the
tribunal. On October 16, 2008, the parties agreed to suspend
procedures for 30 days.
La Plata refinery
environmental disputes.
On June 29, 1999, a group of three neighbors of the
La Plata
Refinery filed claims for
the remediation of alleged environmental damages in the peripheral water
channels of the refinery, investments related to contamination and compensation
for alleged health and property damages as a consequence of environmental
pollution caused by YPF prior to and after privatization. We notified the
executive branch of the Argentine government that there is a chance that the
tribunal may find us responsible for the damages. In such event, due to the
indemnity provided by Law No. 24,145 and in accordance with that law, we shall
be allowed to request reimbursement of the expenses for liabilities existing on
or prior to January 1,
1991 (before privatization)
from the Argentine government.
On
December 27, 2002, a group of 264 claimants who resided near the La Plata
Refinery requested compensation for alleged quality of life deterioration and
environmental damages purportedly caused by the operation of the La Plata
Refinery. The amount claimed is approximately Ps.57 million. We filed a writ
answering the complaint. There are three similar additional claims raised by
three groups of 120, 343, and 126 neighbors, respectively. The first group has
made a claim for compensation of Ps.15.5 million, the second group has made a
claim for compensation of Ps.41.7 million and the third one has made a claim of
Ps. 14.1 million, in addition to a request for environmental cleanup. As of June
30, 2008, we had established a reserve of Ps.24 million with respect to these
personal or property claims.
On
December 17, 1999, a group of 37 claimants who resided near La Plata Refinery,
demanded the specific performance by us of different works, installation of
equipment, technology and execution of work necessary to stop any environmental
damage, as well as compensation for health damages alleged to be the consequence
of gaseous emissions produced by the refinery, currently under
monitoring.
We have
been informally notified that the Secretariat of Environmental Policy of the
Province of Buenos Aires has brought criminal proceedings against us on the
grounds of the purported worsening of the water quality problems in the Western
Channel adjacent to La Plata Refinery, potential health damages (on account of
the existence of volatile particles and/or hydrocarbon suspension),
non-fulfillment of a remediation schedule of canals, and the existence of
allegedly clandestine disposal sites. On September 25, 2008, the Federal Court
in Criminal matters decided not to make any formal accusations and dismissed the
proceedings.
AFIP tax claims. On January
31, 2003, we received a claim from the Federal Administration of Public Revenue
(Administración Federal de
Ingresos Públicos, or “AFIP”), stating that the forward oil sale
agreements entered into by us (see “Updated Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Transactions with unconsolidated variable interest entities”) should
have been subject to an income tax withholding. On March 8, 2004, the AFIP
formally communicated to us the claim for approximately Ps.45 million plus
interest and fines. Additionally, on June 24, 2004, we received a new formal
claim from the AFIP, asserting that the services related to these contracts
should have been taxed with the Value Added Tax. Management believes, based upon
the opinion of its external counsel, that the claim is without merit since those
advances were received under crude oil export commitments. Consequently, during
2004, we presented our defense to the AFIP, rejecting the claims and arguing our
position. However, on December 28, 2004, we received formal communication of a
resolution from the AFIP confirming its original position in both claims for the
period 1997 to 2001. We have appealed such resolution in the National Fiscal
Court. In 2006, we conditionally paid the amounts corresponding to periods that
followed those included in the claim by the AFIP (2002 and subsequent periods)
and filed reimbursement summary proceedings so as to avoid facing interest
payments or a fine. On March 14, 2008 the
AFIP notified us of the rejection of the reimbursement previously mentioned.
That decision has been appealed to the National Fiscal Court.
In
addition, we have received several other claims from the AFIP and from the
provincial and municipal fiscal authorities, which are not individually
significant.
Sale of Electricidad Argentina S.A.
and Empresa Distribuidora y Comercializadora Norte S.A. to EDF. In July
2002, EDF Internacional S.A. (“EDF”), initiated an international arbitration
proceeding under the Arbitration
Regulations
of the International Chamber of Commerce against us, among others, seeking
payment from us of U.S.$69 million which was afterward increased to U.S.$103.2
million. EDF claims that under a Stock Purchase Agreement dated March 30, 2001
among Endesa Internacional S.A. and Astra Compañía Argentina de Petróleo S.A.
(which was subsequently merged into YPF), as sellers, and EDF, as purchaser,
with respect to shares of Electricidad Argentina S.A. and Empresa Distribuidora
y Comercializadora Norte S.A. (“Edenor”), EDF is entitled to an adjustment in
the purchase price it paid due to changes in the exchange rate of the Argentine
peso that EDF asserts to have occurred prior to December 31, 2001. Our position
is that the change in the exchange rate did not occur prior to January 2002,
and, therefore, EDF is not entitled to the purchase price adjustment. We have
filed a counterclaim against EDF in the amount of U.S.$13.85 million as a
purchase price adjustment. We believe that EDF’s claim is without merit. The
arbitral award dated October 22, 2007 accepted the claim against us awarding
damages against us in the amount of U.S.$40 million and also accepted our
counterclaim against EDF in the amount of U.S.$11.1 million. Consequently, the
amount payable by us should the award become final is U.S.$28.9 million plus
costs and interest. We have challenged the award by filing an extraordinary
appeal before the Federal Supreme Court and an appeal before the Federal
Appellate Court on Commercial Matters. In April 2008 the Federal Appellate Court
on Commercial Matters suspended the effects of the arbitral award pending its
appeal.
Furthermore,
EDF is seeking the enforcement of the arbitral award before a court in Delaware,
in the United States. We responded to the complaint by seeking its dismissal on
the basis that the arbitral award has been suspended by an Argentine court and,
consequently, the Delaware complaint is not permitted under Article 5 of the
United Nations Convention on the Recognition and Enforcement of Foreign Arbitral
Awards. EDF is also seeking the enforcement of the arbitral award before a court
in Paris, France. We will respond to the complaint by seeking its dismissal
based on similar arguments.
Quilmes claims. Citizens
claiming to be residents living near Quilmes, in the province of Buenos Aires,
have filed a lawsuit in which they have requested the remediation of
environmental damages and the payment of Ps.47 million plus interest as
compensation for alleged personal damages. The plaintiffs base their claim
mainly on a fuel leak that occurred in 1988 in a poliduct running from La Plata
to Dock Sud that was operated by Yacimientos Petrolíferos Fiscales Sociedad del
Estado. The leaked fuel became perceptible in November 2002, resulting in
remediation that is now being performed by us in the affected area, supervised
by the environmental authority of the province of Buenos Aires. We have
requested an extension of the time to answer the complaint to allow us time to
evaluate certain documents submitted to the court by the plaintiffs. We have
also notified the Argentine government that we will implead it at the time we
answer the complaint in order to request that it indemnify us against any
liability and hold us harmless in connection with this lawsuit, as provided by
Law. No. 24,145. The Argentine government, through an administrative
decision, has denied any responsibility to indemnify us for this matter, and we
have sued the Argentine government to obtain a judicial award declaring this
administrative decision null and void. There are other 25 judicial claims that
have been brought against us based on similar allegations, amounting to
approximately Ps. 3.5 million. In these cases, we believe that the Argentine
government will contest its obligation to indemnify and hold us harmless by
claiming that the alleged damages were not caused by the 1988 leak.
Additionally, we are aware of the existence of other actions brought against us
that have not yet been served and which are based on similar
allegations.
Non-reserved,
possible contingencies
In
addition to the probable contingencies described in the preceding paragraphs, we
have received several labor, civil, commercial and environmental claims which
had not been reserved since management, based on the evidence available to date
and upon the opinion of our external counsel, have considered them to be
possible contingencies. The most significant of such contingencies are described
below.
Capital control-related
proceedings. On December 9, 2002, we filed a declaratory judgment action
(Acción Declarativa de
Certeza) before an Argentine federal court requesting clarification as to
the uncertainty generated by opinions and statements of several organizations
providing official advice that the right of the hydrocarbon industry to freely
dispose of up to 70% of foreign currency proceeds from exports of hydrocarbons
products and byproducts, as provided by Executive Decree No. 1,589/89, had been
implicitly abolished by the new exchange regime established by Executive Decree
No. 1,606/01. On December 9, 2002, a federal judge issued an injunction ordering
the Argentine government, the Central Bank and the Ministry of the Economy to
refrain from interfering with our access to and use of 70% of the foreign
exchange proceeds from our hydrocarbon exports. Following the enactment of
Decree No. 2,703/02 in December 2002, we expanded the scope of the declaratory
judgment action before the federal court to clear any doubts and uncertainty
arising after the enactment of this decree. See “Item 4—Information on the
Company—Regulatory Framework and Relationship with the Argentine
Government—Repatriation of Foreign Currency” in our 2007 20-F. On December 1,
2003, the National Administrative Court of Appeals decided that the issuance of
Decree No. 2,703 in 2002, which allows companies in the oil and gas sector to
keep abroad up to 70% of the export proceeds, rendered the injunction
unnecessary. Nevertheless, the Court of Appeals’ decision was silent with
respect to the
availability
of the exemption to convert proceeds from export operations carried out by oil
and gas companies into domestic currency prior to the issuance of Decree 2,703.
On December 15, 2003, we filed a motion for clarification asking the court to
clarify whether the exemption was available to oil and gas companies during the
period between the issuance of Decree No. 1,606/01 and the issuance of Decree
No. 2,703/02. On February 6, 2004, the Court of Appeals dismissed our motion for
clarification, indicating that the regulations included in Decree No. 2,703/02
were sufficiently clear, and confirmed the lifting of the injunction that
prohibited the Central Bank and the Ministry of Economy from interfering with
our access to foreign exchange proceeds, as described above. On February 19,
2004, we filed an extraordinary appeal before the Supreme Court against the
dismissal of the motion for clarification by the Court of Appeals and requested
the restatement of the injunction against the Central Bank and the Ministry of
Economy. The Federal Court of Appeals dismissed the extraordinary appeal. Taking
into account the fact that there is a new special system in place allowing for
the free disposal of up to 70% of the foreign currency proceeds from the exports
of crude oil and its derivatives, it was deemed advisable to abandon the suit as
a procedural strategy. If the Central Bank were to reassert and prevail before
the courts in the argument that the exemption allowing oil and gas companies to
keep up to 70% of export proceeds abroad during the period between the issuance
of Decree No. 1,606/01 and the issuance of Decree No. 2,703/02 was not
available, we could be subject to material penalties.
On October
12, 2007, we were notified of the initiation of an administrative summary
proceeding for alleged late repatriation of foreign currency proceeds, and the
failure to repatriate the remaining 70%, in connection with some hydrocarbon
export transactions made in 2002 (during the period between the issuance of
Decree No. 1,606/01 and the issuance of Decree No. 2,703/02). In this
administrative summary proceeding, charges were brought against us in the amount
of U.S.$1.6 million, and it has been advised that the conduct of a bank that
handled other of our export transactions made in 2002 be investigated, which
could give rise to the initiation of further proceedings. Administrative summary
proceedings have already been brought against the bank. Nevertheless, a final
and unchallenged judicial judgment recently issued by a First Instance Court in
Criminal Economic Matters in a similar administrative summary proceeding against
a different company for alleged violation of the criminal exchange law (lack of
repatriation of 70% of foreign currency proceeds) regarding export transactions
made in 2002 resolved the matter in favor of that company based on well-founded
arguments that were not challenged by the prosecutor. In addition, the Office of
the General Prosecutor of Argentina recently issued an opinion in similar
administrative summary proceedings involving another oil company stating that no
criminal law violations existed in that case due to the lack of willful
misconduct and the existence of differing regulations that created uncertainty
as to the scope of certain obligations, and stating that the proceeding should
be dismissed.
CNDC investigation. On
November 17, 2003, CNDC requested explanations, within the framework of an
official investigation pursuant to Art. 29 of the Antitrust Act, from a group of
almost 30 natural gas production companies, including us, with respect to the
following items: (i) the inclusion of clauses purportedly restraining trade in
natural gas purchase/sale contracts and (ii) gas imports from Bolivia, in
particular (a) expired contracts signed by YPF, when it was state-owned, and
YPFB (the Bolivian state-owned oil company), under which YPF allegedly sold
Bolivian gas in Argentina at prices below the purchase price; and (b) the
unsuccessful attempts in 2001 by Duke and Distribuidora de Gas del Centro to
import gas into Argentina from Bolivia. On January 12, 2004, we submitted
explanations in accordance with Art. 29 of the Antitrust Act, contending that no
antitrust violations had been committed and that there had been no price
discrimination between natural gas sales in the Argentine market and the export
market. On January 20, 2006, we received a notification of resolution dated
December 2, 2005, whereby the CNDC (i) rejected the “non bis in idem” petition
filed by us, on the grounds that ENARGAS was not empowered to resolve the issue
when ENARGAS Resolution No. 1,289 was enacted; and (ii) ordered that the
preliminary opening of the proceedings be undertaken pursuant to the provisions
of Section 30 of Act 25,156. On January 15, 2007, CNDC charged us and eight
other producers with violations of Act 25,156. We have contested the complaint
on the basis that no violation of the Act took place and that the charges are
barred by the applicable statute of limitations, and have presented evidence in
support of our position. On June
22, 2007, without
acknowledging any conduct in violation of the Antitrust Act, we filed with the
CNDC a commitment according to Article 36 of the Antitrust Act requesting that
the CNDC approve the commitment, suspend the investigation and dismiss the
proceedings. We are still awaiting a formal response.
The CNDC
has commenced proceedings to investigate us for using a clause in bulk LPG
supply contracts that it believes prevents buyers from reselling the product to
third parties and therefore restricts competition in a manner detrimental to the
general economic interest. We have asserted that the contracts do not contain a
prohibition against resale to third parties and have offered evidence in support
of our position. On April 12, 2007, we presented to the CNDC, without
acknowledging any conduct in violation of the Antitrust Act, a commitment
consistent with Article 36 of the Antitrust Act not to include such clauses in
future bulk LPG supply contracts, among other things, and requested that the CNDC terminate
the proceedings. We are still awaiting a formal response.
Noroeste basin reserves
review. The effectiveness after certain specific dates of natural gas
export authorizations (related to production in the Noroeste basin) granted to
us pursuant to Resolution SE Nos. 165/99, 576/99, 629/99 and
168/00,
issued by the Secretariat of Energy, is subject to an analysis by the
Secretariat of Energy to determine whether sufficient additional natural gas
reserves have been discovered or developed by us in the Noroeste basin. The
result of this ongoing review is uncertain and may have an adverse impact upon
the execution of the export gas sales agreements related to such export
authorizations, and may imply significant costs and liabilities for us. We have
submitted to the Secretariat of Energy documentation in order to allow for the
continuation of the authorized exports in accordance with Resolutions SE No.
629/1999, 565/1999, and 576/1999 (the “Export Permits”) from the Noroeste basin.
These Export Permits relate to the long-term natural gas export contracts with
Gas Atacama Generación, Edelnor and Electroandina (collectively, the “Clients”),
involving volumes of 900,000 m3/day,
600,000 m3/day and
1,750,000 m3/day,
respectively. We have not yet received a response from the Secretariat of
Energy. However, on March 29, 2007, an internal memorandum of the technical
sector of the Secretariat of Energy addressed this file and concluded, without
resolving the question that we have not included the necessary reserves to
continue with the Export Permits. The file is currently awaiting decision from
the Secretariat of Energy. If the Secretariat of Energy were to determine that
the reserves are not sufficient to continue to comply with our export
commitments and other commitments, it could declare the expiration or suspension
of one or more of the Export Permits, which would have a direct impact on the
export contracts, to the injury of the Clients. In the case in which it were
determined that we did not act as a prudent and diligent operator and/or did not
have sufficient reserves, we could be responsible for the damages that this
situation causes to the Clients.
Alleged defaults under natural gas
contracts – Mega. Mega has claimed compensation from us for failure to
deliver natural gas under the contract between us and Mega. We invoked that
natural gas deliveries to Mega pursuant to the contract were affected by the
Argentine government’s interference. Likewise, we believe that we would not be
liable for such natural gas delivery deficiencies pursuant to the doctrines of
“force majeure” and
“contract impracticability.”
New Jersey claims. On
December 13, 2005, the New Jersey Department of Environmental Protection and the
New Jersey Spill Compensation Fund filed a claim with a New Jersey court against
Occidental Chemical Corporation, Tierra, Maxus, Repsol YPF, YPF, YPF Holdings
and CLH Holdings. The plaintiffs are claiming for the remediation of
environmental damages, punitive damages and other damages including the costs
and fees associated with this proceeding, based on alleged violations of the
Spill Compensation and Control Act, the Water Pollution Control Act and common
law claims relating to a facility allegedly operated by the defendants and
located in Newark, New Jersey that allegedly impacted the Passaic River and
Newark Bay. NJDEP filed its Second Amended Complaint in April, 2008; YPF’s
motion to dismiss for lack of personal jurisdiction was denied in September
2008. YPF appealed this decision. Notwithstanding, the Court denied the
plaintiffs’ motion to bar third party practice and allowed defendants to file
third-party complaints. See “—YPF Holdings.”
Patagonian Association of
Land-Owners claims. On August 21, 2003, the Patagonian Association of
Land-Owners (“ASSUPA”) sued the companies operating production concessions and
exploration permits in the Neuquina basin, including us, claiming for the
remediation of the general environmental damage purportedly caused in the
execution of such activities or the establishment of an environmental
restoration fund, and the implementation of measures to prevent environmental
damages in the future. The total amount claimed against all companies is more
than U.S.$547.6 million. The plaintiff requested that the Argentine government
(Secretariat of Energy), the Federal Environmental Council (Consejo Federal de Medio
Ambiente), the provinces of Buenos Aires, La Pampa, Neuquén, Río Negro
and Mendoza and the National Ombudsman be summoned. It requested, as a
preliminary injunction, that the defendants refrain from carrying out activities
affecting the environment. Both the Ombudsman’s summons as well as the requested
preliminary injunction were rejected by the Supreme Court of Argentina. Once the
complaint was notified, we and the other defendants filed a motion to dismiss
for failure of the plaintiff to state a claim upon which relief may be granted.
The court granted the motion, and the plaintiff had to file a supplementary
complaint. We requested that the claim be rejected because the defects of the
complaint indicated by the Supreme Court of Argentina have not been corrected,
but such request was denied. However, we have also requested its rejection for
other reasons, and impleaded the Argentine government, due to its obligation to
indemnify us against any liability and hold us harmless for events and claims
arising prior to January 1, 1991, according to Law No. 24,145 and Decree
546/1993. Our request is currently pending.
Dock Sud claim. We have been
sued in the following environmental lawsuits that have been filed by residents
living near Dock Sud, province of Buenos Aires: (i) “Mendoza, Beatriz against
National State et al.”, a lawsuit before the Supreme Court of Argentina, in
which the Argentine government, the province of Buenos Aires, the City of Buenos
Aires, 14 municipalities and 44 companies (including us) were sued. The
plaintiffs have requested unspecified compensation for collective environmental
damage of Matanza and Riachuelo river basins and for physical and property
damage, which they claim to have suffered. The Supreme Court of Argentina
declared itself legally competent to settle only the conflict related to the
collective environmental damages, including prevention of future pollution,
remediation of environmental damages already caused and monetary compensation
for irreparable environmental damages, and has requested that the defendants
submit specific reports. In particular, it has requested that the Argentine
government,
the province of Buenos Aires, the City of Buenos Aires and Cofema submit a plan
with environmental objectives. We answered the complaint and requested the
impleading of the Argentine government, based on its obligation to indemnify us
against any liability and hold us harmless for events and claims previous to
January 1, 1991, according to Law No. 24,145 and Decree No. 546/1993. In July
2008, the Supreme Court of Argentina decided that the Basin Authority (Law
26,168) will be in charge of performing a remediation plan as well as of taking
preventive measures in the area. The National State as well as the Province and
City of Buenos Aires will be responsible for the performance of these measures.
It also declared the exclusive competence of the First Instance Federal Court in
Quilmes to hear any claims or disputes arising out of the remediation plan or
the preventive measures and determined that any future action seeking the
environmental remediation of the basin will be dismissed (litis pendentia).
Additionally, the Supreme Court of Argentina declared that it will determine
whether and how much liability is to be borne by the parties involved; (ii)
“Cicero, María Cristina against Antivari S.A.C.I. et al. for damages” in which
the plaintiffs, who are residents of Villa Inflamable, Dock Sud, also demand the
environmental remediation of Dock Sud and Ps.33 million in compensation for
physical and property damages against many companies that have operations there,
including us. We answered the complaint by requesting its rejection and asked
the citation of the Argentine government, due to its obligation to indemnify us
against any liability and hold us harmless for events and claims previous to
January 1, 1991, according to Law No. 24,145 and Decree No.
546/1993.
La Plata Refinery environmental
claims. On June 6, 2007, we were served with a new complaint in which
nine residents of the vicinity of the La Plata Refinery request (i) the
cessation of contamination and other harms they claim are attributable to the
refinery and (ii) the cleanup of the adjacent canals, Río Santiago and Río de la
Plata (water, soils and aquifers, including within the refinery), or, if cleanup
is impossible, compensation for environmental and personal damages. The
plaintiffs have also requested physical and property damages of Ps.51.4 million,
or an amount to be determined from evidence produced in discovery. We believe
that most damages that are alleged by the plaintiff, if proven, may be
attributable to events that occurred prior to YPF’ s privatization and would
therefore be the responsibility of the Argentine government in accordance with
the Privatization Law of YPF. Notwithstanding the aforesaid, there is the
possibility a judgment could order us to meet the expenses of remedying these
liabilities, in which case we could ask the Argentine government to reimburse
the remediation expenses for liabilities existing prior to January 1, 1991
pursuant to Law 24,145. In addition, we believe that this claim partially
overlaps with the request made by a group of neighbors of the La Plata Refinery
on June 29, 1999, mentioned in preceding paragraphs. Accordingly, we consider
that the cases will need to be partially consolidated to the extent that the
claims overlap. We answered the complaint by requesting its rejection and asked
for the citation of the Argentine government, due to its obligation to indemnify
us against any liability and hold us harmless for events and claims previous to
January 1, 1991, according to Law No. 24,145 and Decree No. 546/1993. The
contamination that may exist could derive from countless sources, including from
dumping of refuse over many years by other industrial facilities and by
ships.
Additionally,
we are aware of an action in which we have not yet been served, in which the
plaintiff requests the cessation of contamination and the cleanup of the canals
adjacent to the La Plata Refinery, in Río Santiago, and other sectors near the
coast (removal of mud, drainage of wetlands, restoration of biodiversity, among
other things), and, if such sanitation is not practicable, compensation of
Ps.500 million or an amount to be determined from evidence produced in
discovery. We believe that this claim partially overlaps with the requests made
by a group of neighbors of the La Plata Refinery on June 29, 1999 and with the
complaint served on June 6, 2007, mentioned in preceding paragraphs.
Accordingly, we consider that if we are served in this proceeding or any other
proceeding related to the same subject matters, the cases will need to be
consolidated to the extent that the claims overlap. With respect to claims that
would not be included in the previous proceedings, for the time being we are
unable to estimate the prospects of such claims. Additionally, we believe that
most damages that would be alleged by the plaintiff, if proven, may be
attributable to events that occurred prior to YPF’s privatization and could
therefore be the responsibility of the Argentine government in accordance with
the Privatization Law concerning YPF.
Concessions on Hydrocarbon bearing
zones – Provincial claims: We have been notified of Resolution 433/08
“MP’’ issued by the Ministry of Production, Hydrocarbon Department of the Rio
Negro Province concerning compliance with certain obligations by exploitation
concessionaires in the hydrocarbon bearing zones of Barranca de los Loros, Bajo
del Piche, El Medanito y Los Caldenes, all located in Rio
Negro Province. This resolution asserts that we, among others, in our capacity
as a concessionaire, are liable for failing to meet certain concession and
environmental obligations. If found liable, we could be at risk of termination
of these concession contracts. In light of the above, and consistent with
provisions of the Hydrocarbons Law, we were requested to submit a
response.
The
Hydrocarbons Law grants the concessionaire and /or licensee the right, prior to
termination based upon contractual provisions, to cure a contractual breach
within a certain period of time after receiving notice thereof. Accordingly, on
May 29, 2008, we filed a request for nullification of Resolution 433/08 “MP”,
since this resolution failed to grant us this right. Additionally, on June 13,
2008, we submitted a response denying the charges against us.
Non-reserved,
remote contingencies
Our
management, in consultation with our external counsel, believes that the
following contingencies, while individually significant, are
remote:
Congressional request for
investigation to CNDC. On November 7, 2003, certain former members of the
Argentine Congress, Arturo Lafalla, Ricardo Falu and others, filed with the CNDC
a complaint against us for abuse of a dominant position in the bulk LPG market
during 2002 and part of 2003. The alleged conduct consisted of selling bulk LPG
in the domestic market at prices higher than the export price, thereby
restricting the availability of bulk LPG in the domestic market. On December 15,
2003, the CNDC decided to forward the complaint to us, and requested
explanations under Art. 29 of the Antitrust Act. On January 21, 2004, we
submitted explanations in accordance with Art. 29 of the Antitrust Act,
contending that no antitrust violations had been committed. At this point, the
CNDC may accept our explanations or begin a criminal investigation. We contend
that we did not restrict LPG supply in the domestic market during the relevant
period, that during this period all domestic demand for LPG could have been
supplied by our competitors and that therefore our market share could not be
deemed a dominant position. As of the date of this registration statement, CNDC
has not taken any further action.
Pursuant
to the provisions of Resolution No. 189/99, referred to above, certain third
parties have claimed compensation for alleged damages suffered by them as a
consequence of our sanctioned conduct. We have denied these claims and presented
our defenses.
Neuquén royalty disputes. On
February 20, 2006, the province of Neuquén published in the Official Gazette
Decrees No. 225/06 and 226/06 (the “Decrees”). The Decrees provide that
royalties for domestic sales of hydrocarbons produced within the province of
Neuquén must be calculated using international market prices as a reference,
thus increasing the amounts of the royalties to be paid by us. The calculation
of hydrocarbon royalties, in accordance with Section 75 (12) of the Argentine
Constitution, is ruled by federal legislation, and the Decrees, in our opinion,
contradict the preemption principle of the Argentine Constitution. We filed a
declaratory judgment action (Acción Declarativa de
Certeza) with the Argentine Supreme Court with the aim of obtaining the
nullification of the Decrees and the issuance of an interim measure banning the
province of Neuquén from filing any royalty claim on the ground of the
provisions contained within the Decrees. On October 31, 2006, the Argentine
Supreme Court issued an injunction ordering the province of Neuquén to refrain
from applying the Decrees to us. On November 29, 2007, the province of Neuquén
issued Decree No. 2200/07, revoking the Decrees, and subsequently petitioned the
Argentine Supreme Court to withdraw its injunction against the Decrees as moot.
We have filed a written request for the continuation of the injunction as well
as the official revocation of the Decrees. Neuquén has not expressly withdrawn
its request and the matter is currently pending before the Argentine Supreme
Court.
On August
31, 2004, the province of Neuquén filed with the Federal Court of the province
of Neuquén (the “Federal Court”) a claim against Atalaya Energy and 19 oil and
gas companies, including us, claiming compliance with Section 6 Law No. 25,561
for the calculation of royalties regarding hydrocarbons produced within the
province of Neuquén. Section 6 Law No. 25,561 provides that in no event will
export withholdings reduce the wellhead prices for the calculation and payment
of hydrocarbon royalties. According to the province of Neuquén’s reading of
Section 6 Law No. 25,561, the oil and gas companies producing hydrocarbons in
the province of Neuquén should not make any deduction based on export
withholdings for the calculation of royalties corresponding to hydrocarbons sold
in the domestic market. The Federal Court issued an interim measure ordering the
oil and gas companies to calculate and pay royalties on the basis of
international prices. We filed an appeal against such interim measure. On
October 5, 2005, the Federal Court granted our appeal. Additionally, the Federal
Court clarified that Section 6 Law No. 25,561 shall be applied only to the
calculation of royalties regarding exported hydrocarbons. The province of
Neuquén appealed this decision to the National Court of Appeals, which declared
that it lacked jurisdiction and referred the case to the Argentine Supreme
Court. In 2006, the Argentine Supreme Court also declared that it lacked
jurisdiction, and returned the case file to the Federal Court. We also requested
the Argentine Supreme Court to order the Federal Court to restrain from
continuing proceedings. The Argentine Supreme Court denied such request and we
filed a writ requesting the reversal of such decision. On May 14, 2007, the
judge issued an opinion declaring that the Federal Court lacked jurisdiction to
hear our royalties dispute case and the case was transferred to the
administrative courts of the province of Neuquén. On May 17, 2007, we presented
our appeal on the basis that the judge failed to consider recent jurisprudential
records of the Federal Court (the case of the Neuquén Decrees) that acknowledged
that royalties disputes posed a valid federal question. On June 29, 2007, the
judge rejected our motion in limine but subsequently accepted our motion of
appeal. We have filed a request with the Federal Court requesting jurisdiction
over the royalties litigation, in light of the above-mentioned recent
jurisprudence.
Other export tax disputes.
During 2006 and 2007, the Customs General Administrations in Neuquén, Comodoro
Rivadavia and Puerto Deseado informed us that certain summary proceedings had
been brought against us based on
alleged
formal misstatements on forward oil deliveries (future commitments of crude oil
deliveries) in the loading permits submitted before these agencies. Although our
management, based on the opinion of legal counsel, believes the claim has no
legal basis, the potential fines imposed could be substantial.
Mendoza royalties dispute.
Following demands by the province of Mendoza that the international market price
be applied to internal market transactions based on an interpretation of Section
6 of Law No. 25,561 (similar to the above-mentioned claim made by Neuquén), we
commenced an administrative proceeding. Our request is currently
pending.
Neuquén concession investment
dispute. On November 22, 2007, we received Note No. 172/07 of the
Secretariat of Energy and Mining of the Province of Neuquén (SEEyM), alleging
material shortfalls in our investments pursuant to the Extension Agreement for
the Loma de la Lata – Sierra Barrosa Concession, executed on December 5, 2000
(the “Extension Agreement”). The Note provided that: (i) “YPF shall immediately
explain the reasons for the detected underinvestment, subject to immediate
forfeiture of the concession extension”; (ii) “this serious incident makes it
necessary to delay any negotiations with this company for the purpose of any
concession extensions”; (iii) the proceedings will be remitted to the Provincial
Legislature so that the legislators may weigh this “incident” at the time of
reviewing any extension to the contracts; and (iv) legal rights were reserved
for the institution of legal actions “to comprehensively redress the damage
caused.”
The
Extension Agreement sets out three phases for investment by us: (i) a first
phase from July 1, 2000 to December 31, 2005, during which the committed
investment amounted to U.S.$3,500 million; (ii) a second period, from January 1,
2006 to December 31, 2011, contemplating a committed investment of U.S.$2,500
million; and (iii) a final period from January 1, 2012 to December 31, 2017,
during which we agreed to invest the amount of U.S.$2,000 million. The aggregate
amount of the committed investment is U.S.$8,000 million, and under the
Extension Agreement any non-substantial difference in a phase can be performed
and made up for in the next phase.
In
addition to the SEEyM’s failure to observe Section 80 of the Hydrocarbons Law,
which requires a controlling authority to warn permission holders and concession
operators and to allow them to cure violations, we believe that:
(i) we have
made the investments agreed to under the Extension Agreement for the first of
the three periods (ended on December 31, 2005), which is the subject of Note No
172/07, whether calculated in U.S. dollars or in pesos (though we believe they
should be calculated in pesos);
(ii) during
almost two years since the end of the first period, we have made investments in
the province of Neuquén of approximately U.S.$1,830 million (for a cumulative
amount of U.S.$5,350 million since 2000), which greatly exceeds the difference
alleged by the province in Note No. 172/07 and demonstrates the completion of
our performance of the requisite investments for the first period (U.S.$2,500
million related to the years 2006-2011); and
(iii) the
investment obligations are convertible into pesos at a one-to-one ratio by
effect of the emergency regulations enacted in 2002 (including Section 1 of
Decree 214/04) and in light of economic reality, as the size and scope of the
investments that could be made at the time the Extension Agreement was entered
into differs drastically from the amount possible after devaluation in 2002. Our
arguments in this regard are considered without prejudice to asserting the
“unforeseen conditions” doctrine under Argentine law due to the significant
change in circumstances, as the right to assert the doctrine was not waived in
the Extension Agreement.
We have
challenged Note No. 172/07 through administrative and judicial
proceedings By means of Resolution No. 178/08 the Province of
Neuquén’s Natural Resources State Secretariat rejected our filing against Note
No. 172/07 only with respect to the jurisdiction of the Province of Neuquén to
review the Extension Agreement. However, it recognized that the investments made
for the years 2006 and 2007 compensated for any shortfalls during the first
period (which were declared to be not material) and certified that YPF S.A.
complied with its duties for the first period 2000-2005.
Additional
information
On January
21, 2005, we were notified of a request made by Empresa Nacional de Electricidad
S.A. (“ENDESA”) for arbitration to resolve a dispute relating to an alleged
breach of a contractual clause in an export contract signed in June 2000. The
clause relates to increased natural gas deliveries and ENDESA has requested
payment of a contractual penalty resulting from our alleged failure to deliver
the required amounts. The contract term is 15 years. ENDESA’s claim amounted to
U.S.$353.8 million, while asserting that there had been willful misconduct on
our part. Thereafter, the parties entered into (i) an agreement for the
amendment of the gas supply agreement in order to adapt it to the export
restrictions imposed by the Argentine government (the “Amendment”) and (ii) an
agreement for the termination of the
arbitration
(the “Termination Agreement”), both subject to the Secretariat of Energy’s
approval. On August 31, 2007, we were notified of the Secretariat of Energy’s
approval. Thereafter, the parties informed the tribunal of the termination of
the arbitration by mutual agreement. We have paid ENDESA U.S.$8 million pursuant
to the Termination Agreement and ENDESA has foregone all claims based on past
conduct. Finally, the Amendment adjusted the maximum semi-annual compensation
that we would have to pay in connection with deficiencies in natural gas
deliveries.
On August
11, 2006, we received Note SE No. 1009 (the “Note”) from the Secretariat of
Energy, which reviewed the progress of reserves in the Ramos Area in the
Noroeste basin, in relation to the export authorization granted by Resolution SE
No. 169/97 (the “Export Authorization”). The Export Authorization concerns the
long-term natural gas export contract between us and GasAtacama Generación, for
a maximum daily volume of 530,000 m3/day. The Note stated that as a result of
the decrease in natural gas reserves supporting the Export Authorization, the
domestic market supply was at risk. The Note preventively provided that the
maximum natural gas daily volumes authorized to be exported under the Export
Authorization were to be reduced by 20%, affecting the export contract. We filed
an answer to the Note on September 15, 2006 stating our allegations and
defenses.
YPF
Holdings
The
following is a brief description of certain environmental and other liabilities
related to YPF Holdings Inc., a Delaware corporation.
In
connection with the sale of Maxus’ former chemical subsidiary, Chemicals, to
Occidental in 1986, Maxus agreed to indemnify Chemicals and Occidental from and
against certain liabilities relating to the business or activities of Chemicals
prior to the Closing Date, including certain environmental liabilities relating
to certain chemical plants and waste disposal sites used by Chemicals prior to
the Closing Date.
As of June
30, 2008, YPF Holdings’ reserves for environmental and other contingencies
totaled approximately U.S.$197.3 million. YPF Holdings management believes it
has adequately reserved for all environmental and other contingencies that are
probable and can be reasonably estimated based on information available as of
such time; however, many such contingencies are subject to significant
uncertainties, including the completion of ongoing studies, the discovery of new
facts, or the issuance of orders by regulatory authorities, which could result
in material additions to such reserves in the future. It is possible that
additional claims will be made, and additional information about new or existing
claims (such as results of ongoing investigations, the issuance of court
decisions or the signing of settlement agreements) is likely to develop over
time. YPF Holdings’ reserves for the environmental and other contingencies
described below are based solely on currently available information and as a
result, YPF Holdings, Maxus and Tierra may have to incur costs that may be
material, in addition to the reserves already taken.
In the
following discussion concerning plant sites and third party sites, references to
YPF Holdings include, as appropriate and solely for ease of reference,
references to Maxus and Tierra. As indicated above, Tierra is also a subsidiary
of YPF Holdings and has assumed certain of Maxus’ obligations.
Newark, New Jersey. A consent
decree, previously agreed upon by the U.S. Environmental Protection Agency (the
“EPA”), the New Jersey Department of Environmental Protection (the “DEP”) and
Occidental, as successor to Chemicals, was entered in 1990 by the United States
District Court of New Jersey for Chemicals’ former Newark, New Jersey
agricultural chemicals plant. The approved remedy has been completed and paid
for by Tierra pursuant to the above described indemnification agreement with
Occidental. Operations and maintenance of the constructed remedy are ongoing,
and as of June 30, 2008, YPF Holdings has
reserved approximately U.S.$15.4 million in connection with such
activities.
Passaic River/Newark Bay, New
Jersey. Maxus, acting on behalf of Occidental, negotiated an agreement
with the EPA under which Tierra has conducted further testing and studies to
characterize contaminated sediment and biota in a six-mile portion of the
Passaic River near the Newark, New Jersey plant site described above. While some
work remains, these studies were substantially completed in 2005. In addition,
the EPA and other agencies are addressing the lower 17-mile portion of the
Passaic River (including the six-mile portion already studied) in a joint
federal, state, local and private sector cooperative effort designated as the
Lower Passaic River Restoration Project (“PRRP”). Tierra, along with certain
other entities, has agreed to participate in and fund a remedial investigation
and feasibility study (“RIFS”) in connection with the PRRP. The parties are
discussing the possibility of further work with the EPA. The entities that have
agreed to fund the RIFS have negotiated allocations of RIFS costs among
themselves based on a number of considerations.
Tierra,
acting on behalf of Occidental, is also performing and funding a separate RIFS
to characterize sediment contamination and evaluate remedial alternatives in
Newark Bay and portions of the Hackensack River, the Arthur Kill,
and the
Kill van Kull pursuant to a 2004 administrative order on consent with EPA. The
EPA has issued General Notice Letters to a series of additional parties
concerning the contamination of Newark Bay. Tierra has reached
agreement with five of these parties to contribute anually toward Newark Bay
study costs, and is continuing to negotiate with other parties.
In
December 2005, the DEP issued a directive to Tierra, Maxus and Occidental
directing said parties to pay the State of New Jersey’s costs of developing a
Source Control Dredge Plan focused on allegedly dioxin-contaminated sediment in
the lower six-mile portion of the Passaic River described above. The development
of this Plan is estimated by the DEP to cost approximately U.S.$2.3 million. The
DEP has advised the recipients that they are not required to respond to the
directive until otherwise notified. Also in December 2005, the DEP and the New
Jersey Spill Compensation Fund sued YPF Holdings, Tierra, Maxus and other
affiliates, as well as Occidental, in connection with dioxin contamination
allegedly emanating from Chemicals’ former Newark plant and contaminating the
lower 17-mile portion of the Passaic River, Newark Bay, other nearby waterways
and surrounding areas. The defendants have made responsive pleadings and/or
filings. In March 2008, the court denied motions to
dismiss for failure to state a claim by Occidental Chemical Corporation, and by
Tierra and Maxus. NJDEP filed its Second Amended Complaint in April,
2008; YPF’s motion
to dismiss for lack of personal jurisdiction was denied in September, 2008.
Notwithstanding, the Court denied the plaintiffs’ motion to bar third party
practice and allowed defendants to file third-party complaints. See “Legal
Proceedings—Argentina—New Jersey Claims.”
In June
2007, EPA released a draft Focused Feasibility Study (“FFS”) that outlines
several alternatives for remedial action in the lower eight miles of the Passaic
River. These range from no action (which would result in comparatively little
cost) to extensive dredging and capping (which according to the draft FFS,
EPA estimated could cost from U.S.$0.9 billion to U.S.$2.3 billion),
and are all described by EPA as involving proven technologies that
could be carried out in the near term, without extensive research. Tierra, in
conjunction with the other parties of the PRRP group, submitted comments on the
draft FFS to EPA, as did a number of other interested parties. EPA has recently
informed us that a revised remedy proposal will not be forthcoming
any earlier than mid-2009. Tierra plans to respond to any further EPA proposal
as may be appropriate at that time.
In August
2007, the National Oceanic Atmospheric Administration (“NOAA”), as one of the
Federal Natural Resources Trustees, sent a letter to the parties of the PRRP
group, including Tierra and Occidental, requesting that the group enter into an
agreement to conduct a cooperative assessment of natural resources damages in
the Passaic River and Newark Bay. The PRRP group has responded through its
common counsel to request that discussions relating to such an agreement be
postponed until 2008, due in part to the pending FFS proposal by EPA. Tierra
plans to continue to participate in the PRRP group with regard to this matter.
In January 2008, the NOAA sent a letter to us, YPF Holdings, CLH Holdings Inc.
and other entities designating each as a potentially responsible party
(“PRP”).
In June
2008, the EPA, Occidental, and Tierra entered into an Administrative Order on
Consent (“AOC”), pursuant to which Tierra (on behalf of Occidental) will
undertake the removal of sediment from a portion of the Passaic River in the
vicinity of Chemicals’ former Newark, New Jersey facility described above. This
action will result in the removal of approximately 200,000 cubic yards of
sediment, which will be carried out in two phases. The first phase, which will
encompass the removal of 40,000 cubic yards, is scheduled for completion within
approximately 30 months from the effective date of the AOC (June 2008). The
second phase, which will encompass the removal of approximately 160,000 cubic
yards of sediment, will be completed on a different schedule. Pursuant to the
AOC, the EPA has required the provision of financial assurance in the amount of
U.S.$80 million for the performance of the removal work through a trust fund, to
which U.S.$2 million must be contributed within 90 days of the effective date of
the AOC and an additional U.S.$10 million must be contributed every six months
thereafter until a total of U.S.$80 million has been deposited into the fund.
The total amount of required financial assurance may be decreased or increased
over time if the anticipated cost of completing the removal work contemplated by
the AOC changes. During the removal work, certain contaminants not produced by
the former Chemicals plant, such as PCBs and mercury, will be removed along with
dioxin. YPF Holdings may seek cost recovery from the parties responsible for
such contamination; however, at this time it is not possible to make any
predictions regarding the likelihood of success or the funds potentially
recoverable in a cost-recovery action. The removal work required pursuant to the
AOC will be conducted concurrently with and in addition to the other
investigations and remedial actions described above, including those undertaken
in connection with the FFS concerning the lower eight miles of the Passaic
River, the RIFS addressing the lower 17-mile portion of the Passaic River, and
the RIFS relating to contamination in Newark Bay, portions of the Hackensack
River, the Arthur Kill and the Kill van Kull.
As of June
30, 2008, YPF Holdings has reserved approximately U.S.$91.9 million in
connection with the foregoing matters related to the Passaic River, the Newark
Bay and the surrounding area comprising the estimated costs for studies,
estimated costs in connection with the AOC, and certain other matters related to
the Passaic River and Newark Bay. However, it is possible that other works,
including interim remedial measures, may be ordered. How these matters
are
resolved, including the development of new information, the imposition of
natural resource damages or the selection of remedial actions differing from the
scenarios we have proposed could result in Maxus and Tierra incurring material
costs in addition to the amount currently reserved.
Hudson and Essex Counties, New
Jersey. Until the 1970s, Chemicals operated a chromite ore processing
plant at Kearny, New Jersey (the “Kearny Plant”). Tierra, on behalf of
Occidental, is providing financial assurance in the amount of U.S.$20 million
for performance of the work associated with the issues described
below.
In May
2005, the DEP took two actions in connection with the chrome sites in Hudson and
Essex Counties. First, the DEP issued a directive to Maxus, Occidental and two
other chromium manufacturers (the “Respondents”) directing them to arrange for
the cleanup of chromite ore residue at three sites in Jersey City and for the
conduct of a study by paying the DEP a total of U.S.$19.5 million. Second, the
DEP filed a lawsuit against Occidental and two other entities in state court in
Hudson County seeking, among other things, cleanup of various sites where
chromite ore residue is allegedly located, recovery of past costs incurred by
the state at such sites (including in excess of U.S.$2.3 million dollars
allegedly spent for investigations and studies) and, with respect to certain
costs at 18 sites, treble damages. The DEP claims that the defendants are
jointly and severally liable, without regard to fault, for much of the damages
alleged. The parties have come to an agreement regarding this matter,
pursuant to which Tierra will pay U.S.$ 5 million, and will remediate three
sites at an estimated cost of U.S.$ 2.1 million.
Pursuant
to a request of the DEP, in the second half of 2006, Tierra and certain other
parties tested the sediments in a portion of the Hackensack River near the
former Kearny Plant. A report of those test results has been submitted to the
DEP for its comments. What, if any, additional work will be required is expected
to be determined once the results of this testing have been analyzed by the
DEP.
In
November 2005, several environmental groups sent a notice of intent to sue the
owner of the property adjacent to the former Kearny Plant and five other
parties, including Tierra, under the Resource Conservation and Recovery Act. The
parties have entered into an agreement that addresses the concerns of the
environmental groups, and these groups have agreed, at least for now, not to
file suit.
As of June
30, 2008, YPF Holdings has reserved a total of approximately U.S.$32.9 million
in connection with the foregoing chrome-related matters. Soil action levels for
chromium in New Jersey have not been finalized, and the DEP continues to review
the proposed action levels. The cost of addressing these chrome-related matters
could increase significantly depending upon the final soil action levels, the
DEP’s response to Tierra’s reports and other developments.
Painesville, Ohio. From about
1912 through 1976, Chemicals operated manufacturing facilities in Painesville,
Ohio (the “Painesville Works”). The operations there over the years involved
several discrete but contiguous plant sites over an area of about 1,300 acres.
The primary area of concern historically has been Chemicals’ former chromite ore
processing plant (the “Chrome Plant”). The Ohio Environmental Protection Agency
(“OEPA”) has approved certain work, including the remediation of specific sites
within the former Painesville Works area and work associated with the
development plans (the “Remediation Work”). The Remediation Work has begun. As
the OEPA approves additional projects for the site of the former Painesville
Works, additional amounts may need to be reserved. YPF Holdings has reserved a
total of approximately U.S.$8.0 million as of June 30, 2008 for its estimated
share of the cost to perform the remedial investigation and feasibility study,
the Remediation Work and other operation and maintenance activities at this
site.
Third Party Sites. Pursuant
to settlement agreements with the Port of Houston Authority (the “Port”) and
other parties, Tierra and Maxus are participating (on behalf of Occidental) in
the remediation of property adjoining Chemicals’ former Greens Bayou facility
where dichloro-diphenyl-trichloroethane (“DDT”) and certain other chemicals were
manufactured. Additionally, the parties have recently entered into a settlement
with federal and state natural resources trustees in connection with claims for
natural resources damages. As of June 30, 2008, YPF Holdings has reserved
approximately U.S.$17.2 million for its estimated share of the remediation and
the natural resources damages settlement associated with the Greens Bayou
facility.
In June
2005, the EPA designated Maxus as a PRP at the Milwaukee Solvay Coke & Gas
Site in Milwaukee, Wisconsin. The basis for this designation is Maxus’ alleged
status as the successor to Pickands Mather & Co. and Milwaukee Solvay Coke
Co., companies that the EPA has asserted are former owners or operators of such
site. Preliminary work in connection with the RIFS in respect of this site
commenced in the second half of 2006. YPF Holdings has reserved approximately
U.S.$0.21 million as of June 30, 2008 for its estimated share of the costs of
the RIFS. Maxus lacks sufficient information to determine additional exposure or
costs, if any, it might have in respect of this site.
Maxus is
responsible for certain liabilities attributable to Occidental, as successor to
Chemicals, in respect of the Malone Service Company Superfund Site in Galveston
County, Texas. This site is a former waste disposal site where Chemicals is
alleged to have sent waste products prior to September 1986.
Chemicals
has also been designated as a PRP by the EPA under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
(“CERCLA”) with respect to a number of third party sites where hazardous
substances from Chemicals’ plant operations allegedly were disposed or have come
to be located. Numerous PRPs have been named at substantially all of these
sites. At several of these, Chemicals has no known exposure. At June 30, 2008,
YPF Holdings had reserved approximately U.S.$2.3 million in connection with its
estimated share of costs related to the Milwaukee Solvay Coke & Gas Site,
the Malone Service Company Superfund Site, and the other sites mentioned in this
paragraph.
“Agent Orange” and VCM
Litigation. In 2002, Occidental sued Maxus and Tierra in state court in
Dallas, Texas seeking a declaration that Maxus and Tierra have the obligation
under the agreement pursuant to which Maxus sold Chemicals to Occidental to
defend and indemnify Occidental from and against certain historical obligations
of Chemicals, including claims related to “Agent Orange” and vinyl chloride
monomer (VCM), notwithstanding the fact that said agreement contains a 12-year
cut-off for defense and indemnity obligations with respect to most litigation.
Tierra was dismissed as a party, and the matter was tried in May 2006. The trial
court decided that the 12-year cut-off period did not apply and entered judgment
against Maxus. This decision was affirmed by the Court of Appeals in February
2008. Maxus’ petition to the Texas Supreme Court for review was denied. This
decision will require Maxus to accept responsibility for various matters for
which it has refused to indemnify Occidental since 1998, which could result in
the incurrence of material costs in addition to YPF Holdings’ current reserves
for this matter. This decision will also require Maxus to reimburse Occidental
for past costs on these matters. Maxus believes that its current reserves are
adequate for these past costs and is currently evaluating the decision of the
Supreme Court. As of June 30, 2008, YPF Holdings had reserved approximately
U.S.$14.9 million in respect of this matter.
Turtle Bayou Litigation. In
March 2005, Maxus agreed to defend Occidental, as successor to Chemicals, in
respect of an action seeking the contribution of costs for the remediation of
the Turtle Bayou waste disposal site in Liberty County, Texas. Judgment was
recently entered in this action, and Maxus filed a motion for reconsideration
which was partially successful. As a result, the court’s decision requires Maxus
to pay, on behalf of Occidental, approximately 16% of those costs incurred by
one of the plaintiffs. Maxus has appealed. As of June 30, 2008, YPF
Holdings has
reserved U.S.$3.8 million in respect of this matter.
YPF
Holdings, including its subsidiaries, is a party to various other lawsuits, the
outcomes of which are not expected to have a material adverse affect on the
Company’s financial condition. YPF Holdings has established reserves for legal
contingencies in situations where a loss is probable and can be reasonably
estimated.
YPF
Holdings has entered into various operating agreements and capital commitments
associated with the exploration and development of its oil and gas properties.
Such contractual, financial and/or performance commitments are not material,
except perhaps those commitments related to the development of the Neptune
Project located in the vicinity of the Atwater Valley Area, Blocks 573, 574,
575, 617 and 618. Total commitments for the Neptune Project are capital
expenditures of U.S.$19.3 million for the remainder of 2008, and a minimum
pipeline transportation payment obligation of approximately U.S.$3.1 million for
the remainder of 2008; U.S.$5 million for 2009; U.S.$4 million for 2010;
U.S.$3.1 million for 2011; U.S.$2.4 million for 2012 and U.S.$8.4 million
thereafter.
ITEM
4. OTHER RECENT
DEVELOPMENTS
Disposition
No. 1
The
Hydrocarbons Law establishes the basic legal framework for the regulation of oil
and gas exploration and production in Argentina. The Hydrocarbons Law empowers
the executive branch of the Argentine government to establish a national policy
for development of Argentina’s hydrocarbon reserves, with the principal purpose
of satisfying domestic demand. Pursuant to the Hydrocarbons Law, exploration and
production of oil and gas is carried out through exploration permits, production
concessions, exploitation contracts or partnership agreements.
According
to the Hydrocarbons Law, holders of production concessions, including us, also
are required to pay royalties to the province where production occurs. A 12%
royalty is payable on the value at the wellhead (equal to the price upon
delivery of the product, less transportation, treatment costs and other
deductions) of crude oil production and the natural gas volumes commercialized.
The value is calculated based upon the volume and the sale price of the crude
oil and gas produced, less the costs of transportation and storage. In addition,
if a concession holder allots crude oil production for further industrialization
processes at its plants, the concession holder is required to agree with the
provincial
authorities or the Secretariat of Energy, as applicable, on the reference price
to be used for purposes of calculating royalties.
However,
in January 2008, considering, among other things, that as a result of Resolution
394/2007 of the Ministry of Economy and Production companies began to negotiate
the price for crude oil in the domestic market, which would then be used as the
basis for calculation of royalties, the Secretariat of Energy passed Disposition
No. 1, which sets a minimum reference price for the calculation of royalties. As
of the date of this report we have negotiated with certain third parties sale
prices of crude oil that we have used as the basis for calculating and paying
royalties according to the methodology set forth in the Hydrocarbons Law.
According to certain interpretations, some of the prices negotiated by us may
differ from the ones set forth in Disposition No. 1. If the final interpretation
of Disposition No. 1 differs with the one considered by us, we could be subject
to higher royalty obligations in the future, although our management believes
the effect of such higher royalties would not be material.
In
addition to the above, the Public Emergency Law, which created the export
withholdings, established that export withholdings were not to be deducted from
the export price for purposes of calculating the 12% royalties. The royalty
expense is accounted for as a production cost. Any oil and gas produced by the
holder of an exploration permit prior to the grant of a production concession is
subject to the payment of a 15% royalty. See “Update of Legal
Proceedings—Argentina—Neuquén royalty disputes” in this report.
Tender
Offer for our Capital Stock by Petersen Energía S.A.
Since
1999, we have been controlled by Repsol YPF, an integrated oil and gas company
headquartered in Spain with global operations. Repsol YPF owned approximately
99% of our capital stock from 2000 until February 21, 2008, when Petersen
Energía, S.A. (“Petersen Energía”) purchased 58,603,606 of our ADSs,
representing 14.9% of our capital stock, from Repsol YPF for U.S.$2,235 million
(the “Petersen Transaction”). In addition, Repsol YPF also granted options to
Enrique Eskenazi, Sebastián Eskenazi, Ezequiel Eskenazi Storey and Matías
Eskenazi Storey, shareholders of Petersen Energía, or to companies that are,
directly or indirectly, wholly-controlled by any of them to purchase up to an
additional 10.1% of our outstanding capital stock within four years. On May 20,
2008, Petersen Energía Inversora S.A. (“PEISA”) exercised an option to purchase
shares representing 0.1% of our capital stock, which will close upon the
fulfillment of certain requirements. Additionally, PEISA launched a tender offer
to purchase all of the shares of YPF that it were not already of their own at a
price of U.S.$49.45 per share or ADS. Repsol, pursuant to its first option
agreement with Petersen Energía, had stated that it would not tender YPF shares
to PEISA. The offer period commenced on September 11, 2008 and expired on
October 20, 2008.A total of 461,868 shares, representing approximately 0.117% of
our total shares oustanding, have been tendered. The settlement will close upon
the fulfillment of certain requirements. We believe that the Petersen entities’
participation in our capital stock and management will strengthen our Argentine
ties and expertise.
Extension
of Exploitation Concessions in the province of Neuquén
During the
month of September, pursuant to the notice provided to firms holding
exploitation concessions by the Province of Neuquén, through provincial decree
No. 822/08, YPF entered into a Memorandum of Agreement provided under such
Regulation and an Addendum to such agreement (hereinafter, the “Memorandum of
Agreement”) to extend the term of the exploitation concessions identified below,
which was to become effective upon its approval by the Legislature of the
Province of Neuquén.
On October
2008, the legislation of the Province of Neuquén approved the Memorandum of
Agreement through provincial Act No. 2615, which was enacted by provincial
executive decree No. 1830/08, and was published in Official Gazette No. 3109 of
the Province of Neuquén.
The
Memorandum of Agreement between YPF and the Province of Neuquén establishes the
following provisions, among others:
|
·
|
Concessions
involved: Cerro Bandera, Señal Cerro Bayo, Chihuido de la Sierra Negra, El
Portón, Filo Morado, Octógono, Señal Picada – Punta Barda and Puesto
Hernández.
|
|
·
|
Extension
of concession terms within the province of Neuquén:
exploitation concession terms, which were originally set to expire on
November 14, 2017, are extended for a 10-year term, which means that they
will expire on November 14, 2027.
|
|
·
|
Under
Provincial Decree No. 822/08, YPF undertook the following commitments upon
the execution of the Memorandum of Agreement: i) to make, on the date
specified in the Memorandum of Agreement,
|
|
|
initial
payments of U.S.$ 109 million, U.S.$ 26 million, and U.S.$ 40 million, to
be applied to different accounts of different provincial agencies;
ii) to pay the Province “An Extraordinary Production Royalty”
of 3% of the production of the areas involved in the Memorandum of
Agreement. In addition, the parties agreed to make additional adjustments
of up to an additional 3% in the event of extraordinary income due to
lower export duties or if YPF actually received a higher price for the
sale of crude oil and/or natural gas according to a mechanism and
reference values established in the Memorandum of Agreement; iii) to carry
out exploration activities in the remaining exploration areas and make
certain investments and expenditures in a total amount of U.S.$ 3,200
million trough 2027, as stipulated in the Memorandum of Agreement, on the
exploitation concessions that constitute the subject-matter of the
mentioned Memorandum of Agreement; and iv) to make “Corporate Social
Responsibility” contributions to the province of Neuquén in a total amount
of U.S.$ 20 million, which will be made in installments in the years 2008,
2009 and 2010. The purpose of such contributions will be to contribute to
the development of the Province of Neuquén in terms of education,
environment, health, culture, science and research and community
development.
|
Changes
to our Board of Directors, Committees and Management
Since the
filing of our Annual Report on Form 20-F with the Securities and Exchange
Commission on April 15, 2008, the following changes to our Board of Directors,
committees and management have taken place:
|
·
|
Mr.
Eduardo Elsztain is no longer a member of our Board of Directors or an
alternate member of our Audit Committee. Our Board of Directors is
currently composed of 16 Directors and 14 Alternate
Directors.
|
|
·
|
Mr.
Ignacio Cruz Moran has replaced Mr. Walter Forwood as our Chief Financial
Officer. Both Mr. Moran and Mr. Forwood continue to serve as
Alternate Directors.
|
|
·
|
Our
Disclosure Committee is currently composed of the following
members:
|
|
|
|
|
|
Sebastián
Eskenazi
|
|
Chief
Executive Officer
|
|
Antonio
Gomis Sáez
|
|
Chief
Operating Officer
|
|
Carlos
Alfonsi
|
|
Director
Refining and Logistics
|
|
Fernando
Dasso
|
|
Director
of Human Resources
|
|
Juan
Carlos Miranda
|
|
Media
Director
|
|
Sergio
Resumil
|
|
Director
of Communication
|
|
Ignacio
Cruz Moran
|
|
Chief
Financial Officer
|
|
Tomás
García Blanco
|
|
Director
of Exploration and Production
|
|
Carlos
Jimenez
|
|
Director
of Management Control
|
|
Àngel
Ramos Sánchez
|
|
Director
of Administration and Tax
|
|
Rafael
López Revuelta
|
|
Director
of Chemicals
|
|
Alfredo
Pochintesta
|
|
Director
of Marketing
|
|
Gonzalo
López Fanjul
|
|
Director
of Industrial Subsidiaries
|
|
Alejandro
Quiroga López
|
|
General
Counsel
|
|
Aquiles
Rattia
|
|
Director
of Reserves Control
|
|
Rubén
Marasca
|
|
Director
of Internal Audit
|
ITEM
5. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AS OF AND FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2008
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
INDEX
|
|
Page
|
|
|
|
|
Condensed
consolidated statements of income for the six-month periods ended June 30,
2008, and 2007
|
F-2
|
|
|
|
|
Condensed
consolidated balance sheets as of June 30, 2008 and December 31,
2007
|
F-3
|
|
|
|
|
Condensed
consolidated statements of cash flows for the six-month periods ended June
30, 2008 and 2007
|
F-4
|
|
|
|
|
Condensed
consolidated statements of changes in shareholders' equity for the
six-month periods ended June 30, 2008 and 2007
|
F-5
|
|
|
|
|
Notes
to condensed consolidated financial statements for the six-month period
ended June 30, 2008 and comparative information
|
F-6
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
FOR
THE SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2007
(Amounts
expressed in millions of Argentine pesos, except for per share amounts in
Argentine pesos – Note 1)
(The
condensed consolidated statements of income for the six-month periods ended June
30, 2008 and June 30, 2007, are unaudited)
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Net
sales (Note 3.h)
|
|
|
16,443 |
|
|
|
13,099 |
|
|
Cost
of sales (Note 9.b)
|
|
|
(10,901 |
) |
|
|
(8,299 |
) |
|
Gross
profit
|
|
|
5,542 |
|
|
|
4,800 |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
expenses (Note 9.c)
|
|
|
(429 |
) |
|
|
(361 |
) |
|
Selling
expenses (Note 9.c)
|
|
|
(1,102 |
) |
|
|
(992 |
) |
|
Exploration
expenses (Note 9.c)
|
|
|
(218 |
) |
|
|
(247 |
) |
|
Operating
income
|
|
|
3,793 |
|
|
|
3,200 |
|
|
|
|
|
|
|
|
|
|
|
|
Income
on long-term investments
|
|
|
67 |
|
|
|
29 |
|
|
Other
expenses, net (Note 3.i)
|
|
|
(241 |
) |
|
|
(18 |
) |
|
Financial
income (expense), net and holding gains:
|
|
|
|
|
|
|
|
|
|
Gains
(losses) on assets
|
|
|
|
|
|
|
|
|
|
Interests
|
|
|
75 |
|
|
|
160 |
|
|
Exchange
differences
|
|
|
(18 |
) |
|
|
59 |
|
|
Holding
gains on inventories
|
|
|
123 |
|
|
|
119 |
|
|
Losses
on liabilities
|
|
|
|
|
|
|
|
|
|
Interests
|
|
|
(189 |
) |
|
|
(145 |
) |
|
Exchange
differences
|
|
|
279 |
|
|
|
(19 |
) |
|
Reversal
of impairment of other current assets (Note 2.j)
|
|
|
- |
|
|
|
69 |
|
|
Net
income before income tax
|
|
|
3,889 |
|
|
|
3,454 |
|
|
Income
tax
|
|
|
(1,635 |
) |
|
|
(1,310 |
) |
|
Net
income
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Earnings per share (Note
1)
|
|
|
5.73 |
|
|
|
5.45 |
|
The
accompanying notes are an integral part of these financial
statements.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF JUNE 30, 2008 AND DECEMBER 31, 2007
(Amounts
expressed in millions of Argentine pesos – Note 1)
(The
condensed consolidated balance sheet as of June 30, 2008, is
unaudited)
|
|
|
2008
|
|
|
2007
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
|
|
|
105 |
|
|
|
196 |
|
|
Investments
(Note 3.a)
|
|
|
519 |
|
|
|
655 |
|
|
Trade
receivables (Note 3.b)
|
|
|
3,179 |
|
|
|
3,235 |
|
|
Other
receivables (Note 3.c)
|
|
|
2,053 |
|
|
|
4,361 |
|
|
Inventories
(Note 3.d)
|
|
|
2,854 |
|
|
|
2,573 |
|
|
Total
current assets
|
|
|
8,710 |
|
|
|
11,020 |
|
|
|
|
|
|
|
|
|
|
|
|
Non
current Assets
|
|
|
|
|
|
|
|
|
|
Trade
receivables (Note 3.b)
|
|
|
27 |
|
|
|
32 |
|
|
Other
receivables (Note 3.c)
|
|
|
854 |
|
|
|
809 |
|
|
Investments
(Note 3.a)
|
|
|
824 |
|
|
|
799 |
|
|
Fixed
assets (Note 3.e)
|
|
|
26,342 |
|
|
|
25,434 |
|
|
Intangible
assets
|
|
|
7 |
|
|
|
8 |
|
|
Total
non current assets
|
|
|
28,054 |
|
|
|
27,082 |
|
|
Total
assets
|
|
|
36,764 |
|
|
|
38,102 |
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable (Note 3.f)
|
|
|
4,784 |
|
|
|
4,339 |
|
|
Loans
(Note 3.g)
|
|
|
2,602 |
|
|
|
471 |
|
|
Salaries
and social security
|
|
|
199 |
|
|
|
213 |
|
|
Taxes
payable
|
|
|
1,561 |
|
|
|
1,441 |
|
|
Net
advances from crude oil purchasers
|
|
|
- |
|
|
|
9 |
|
|
Reserves
|
|
|
508 |
|
|
|
466 |
|
|
Total
current liabilities
|
|
|
9,654 |
|
|
|
6,939 |
|
|
|
|
|
|
|
|
|
|
|
|
Non
current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts
payable (Note 3.f)
|
|
|
2,845 |
|
|
|
2,542 |
|
|
Loans
(Note 3.g)
|
|
|
650 |
|
|
|
523 |
|
|
Salaries
and social security
|
|
|
134 |
|
|
|
164 |
|
|
Taxes
payable
|
|
|
24 |
|
|
|
21 |
|
|
Reserves
|
|
|
1,946 |
|
|
|
1,853 |
|
|
Total
non current liabilities
|
|
|
5,599 |
|
|
|
5,103 |
|
|
Total
liabilities
|
|
|
15,253 |
|
|
|
12,042 |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’
Equity (per corresponding statements)
|
|
|
21,511 |
|
|
|
26,060 |
|
|
Total
liabilities and shareholders’ equity
|
|
|
36,764 |
|
|
|
38,102 |
|
The
accompanying notes are an integral part of these financial
statements.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2007
(Amounts
expressed in millions of Argentine pesos – Note 1)
(The
condensed consolidated statements of cash flows for the six-month periods ended
June 30, 2008 and June 30, 2007, are unaudited)
|
|
|
2008
|
|
|
2007
|
|
|
Cash
Flows from Operating Activities
|
|
|
|
|
|
|
|
Net
income
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Adjustments
to reconcile net income to net cash flows provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
Income
on long-term investments
|
|
|
(67 |
) |
|
|
(29 |
) |
|
Dividends
from long-term investments
|
|
|
37 |
|
|
|
52 |
|
|
Reversal
of impairment of other current assets
|
|
|
- |
|
|
|
(69 |
) |
|
Depreciation
of fixed assets
|
|
|
2,046 |
|
|
|
2,012 |
|
|
Consumption
of materials and fixed assets retired, net of allowances
|
|
|
186 |
|
|
|
168 |
|
|
Increase
in allowances for fixed assets
|
|
|
2 |
|
|
|
73 |
|
|
Income
tax
|
|
|
1,635 |
|
|
|
1,310 |
|
|
Income
tax payments
|
|
|
(1,196 |
) |
|
|
(1,020 |
) |
|
Increase
in reserves
|
|
|
557 |
|
|
|
271 |
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
61 |
|
|
|
2 |
|
|
Other
receivables
|
|
|
2,263 |
|
|
|
59 |
|
|
Inventories
|
|
|
(281 |
) |
|
|
(460 |
) |
|
Accounts
payable
|
|
|
499 |
|
|
|
211 |
|
|
Salaries
and social security
|
|
|
(32 |
) |
|
|
(68 |
) |
|
Taxes
payable
|
|
|
(269 |
) |
|
|
(160 |
) |
|
Net
advances from crude oil purchasers
|
|
|
(10 |
) |
|
|
(46 |
) |
|
Decrease
in reserves
|
|
|
(422 |
) |
|
|
(380 |
) |
|
Interests,
exchange differences and others
|
|
|
(204 |
) |
|
|
(19 |
) |
|
Net
cash flows provided by operating activities
|
|
|
7,059 |
(1) |
|
|
4,051 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
Acquisitions
of fixed assets
|
|
|
(2,816 |
) |
|
|
(2,529 |
) |
|
Investments
(non cash and equivalents)
|
|
|
1 |
|
|
|
(10 |
) |
|
Net
cash flows used in investing activities
|
|
|
(2,815 |
) |
|
|
(2,539 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Payment
of loans
|
|
|
(697 |
) |
|
|
(355 |
) |
|
Proceeds
from loans
|
|
|
3,018 |
|
|
|
501 |
|
|
Dividends
paid
|
|
|
(6,789 |
) |
|
|
(2,360 |
) |
|
Net
cash flows used in financing activities
|
|
|
(4,468 |
) |
|
|
(2,214 |
) |
|
(Decrease)
in Cash and Equivalents
|
|
|
(224 |
) |
|
|
(702 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
and equivalents at the beginning of year
|
|
|
847 |
|
|
|
1,087 |
|
|
Cash
and equivalents at the end of period
|
|
|
623 |
|
|
|
385 |
|
|
(Decrease)
in Cash and Equivalents
|
|
|
(224 |
) |
|
|
(702 |
) |
For
supplemental information on cash and equivalents, see Note 3.a.
|
(1)
|
Includes
(25) and (55) corresponding to interest payments for the six-month periods
ended June 30, 2008 and 2007,
respectively.
|
The
accompanying notes are an integral part of these financial
statements.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR
THE SIX-MONTH PERIODS ENDED JUNE 30, 2008 AND 2007
(Amounts
expressed in millions of Argentine pesos – Note 1, except for per share amount
in pesos)
(The
condensed consolidated statements of change in shareholders’ equity for the
six-month periods ended June 30, 2008 and June 30, 2007, are
unaudited)
| |
|
2008
|
|
| |
|
Shareholders’
Contributions
|
|
|
|
|
Subscribed
Capital
|
|
|
Adjustment
to Contributions
|
|
|
Issuance
Premiums
|
|
|
Total
|
|
|
Balances
at the beginning of year
|
|
|
3,933 |
|
|
|
7,281 |
|
|
|
640 |
|
|
|
11,854 |
|
|
As
decided by the Board of Directors’ meeting of March 6,
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividends (6 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
As
decided by the Board of Directors’ meeting of February 6,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividend (10.76 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
As
decided by the Ordinary and Extraordinary Shareholders’ meeting of April
24, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividends (6.5 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
-
Appropriation to Legal Reserve
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
-
Reversal of Reserve for Future Dividends
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
-
Appropriation to Reserve for Future Dividends
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net
decrease in deferred earnings (Note 2.i)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net
income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Balances
at the end of period
|
|
|
3,933 |
|
|
|
7,281 |
|
|
|
640 |
|
|
|
11,854 |
|
| |
|
2008
|
|
|
2007
|
|
|
|
|
Legal
Reserve
|
|
|
Deferred
Earnings
|
|
|
Reserve
for Future Dividends
|
|
|
Unappropriated
Retained Earnings
|
|
|
Total
Shareholders’ Equity
|
|
|
Total
Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at the beginning of year
|
|
|
2,020 |
|
|
|
(135 |
) |
|
|
4,584 |
|
|
|
7,737 |
|
|
|
26,060 |
|
|
|
24,345 |
|
|
As
decided by the Board of Directors’ meeting of March 6,
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividends (6 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,360 |
) |
|
As
decided by the Board of Directors’ meeting of February 6,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividends (10.76 per share)
|
|
|
- |
|
|
|
- |
|
|
|
(4,232 |
) |
|
|
- |
|
|
|
(4,232 |
) |
|
|
- |
|
|
As
decided by the Ordinary and Extraordinary Shareholders’ meeting of April
24, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Cash dividends (6.5 per share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,557 |
) |
|
|
(2,557 |
) |
|
|
- |
|
|
-
Appropriation to Legal Reserve
|
|
|
204 |
|
|
|
- |
|
|
|
- |
|
|
|
(204 |
) |
|
|
- |
|
|
|
- |
|
|
-
Reversal of Reserve for Future Dividends.
|
|
|
- |
|
|
|
- |
|
|
|
(352 |
) |
|
|
352 |
|
|
|
- |
|
|
|
- |
|
|
-
Appropriation to Reserve for Future Dividends
|
|
|
- |
|
|
|
- |
|
|
|
4,003 |
|
|
|
(4,003 |
) |
|
|
- |
|
|
|
- |
|
|
Net
decrease in deferred earnings (Note 2.i)
|
|
|
- |
|
|
|
(14 |
) |
|
|
- |
|
|
|
- |
|
|
|
(14 |
) |
|
|
(3 |
) |
|
Net
income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,254 |
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Balances
at the end of period
|
|
|
2,224 |
|
|
|
(149 |
) |
|
|
4,003 |
|
|
|
3,579 |
|
|
|
21,511 |
|
|
|
24,126 |
|
The
accompanying notes are an integral part of these financial
statements.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE SIX-MONTH PERIOD ENDED JUNE 30, 2008 AND COMPARATIVE
INFORMATION
(Amounts
expressed in millions of Argentine pesos, except where otherwise indicated –
Note 1)
(The
condensed consolidated financial statements as of June 30, 2008 and June 30,
2007, are unaudited)
|
1.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
The
financial statements of YPF Sociedad Anónima (“YPF”) and its controlled and
jointly controlled companies (the “Company”) have been prepared in accordance
with generally accepted accounting principles applicable to consolidated
financial statements in Argentina (“Argentine GAAP”), and taking into
consideration the regulations of the National Securities Commission
(“CNV”).
In
accordance with generally accepted accounting principles and current Argentine
legislation, the presentation of individual financial statements is mandatory.
Consolidated financial statements are to be included as supplementary
information to the individual financial statements. For the purpose of this
filing, individual financial statements have been omitted since they are not
required for the United States Securiries and Exchange Comission (“SEC”)
reporting purposes.
Certain
disclosures required by Argentine GAAP have been omitted for purposes of these
condensed consolidated financial statements, since they are not required for SEC
interim - period reporting purposes.
The
accompanying condensed consolidated financial statements are unaudited, but
reflect all the adjustments which, in the opinion of Management, are necessary
to present the condensed consolidated financial statements on a consistent basis
with the audited annual financial statements. These adjustments were of a normal
recurring nature. Certain notes and other information have been condensed or
omitted from these condensed consolidated financial statements; therefore, they
should be read in conjunction with the Company’s 2007 Annual Report on Form 20-F
filed with the SEC.
Comparative
information as of December 31, 2007, derives from YPF’s audited financial
statements included in the mentioned Annual Report on Form 20-F.
Presentation
of financial statements in constant Argentine pesos
The
condensed consolidated financial statements reflect the effect of changes in the
purchasing power of money by the application of the method of restatement into
constant Argentine pesos set forth in Technical Resolution No. 6 of the
Argentine Federation of Professional Councils in Economic Sciences
(“F.A.C.P.C.E.”) and taking into consideration General Resolution No. 441
of the CNV, which established the discontinuation of the inflation adjustment of
financial statements into constant Argentine pesos as from March 1,
2003.
Basis
of consolidation
Following
the methodology established by Technical Resolution No. 21 of the
F.A.C.P.C.E., the Company has consolidated its balance sheets and the related
statements of income and cash flows as follows:
|
·
|
Investments
and income (loss) related to controlled companies in which YPF has the
number of votes necessary to control corporate decisions are substituted
for such companies’ assets, liabilities, net revenues, cost and expenses,
which are aggregated to YPF’s balances after the elimination of
intercompany profits, transactions, balances and other consolidation
adjustments.
|
The
accompanying notes are an integral part of these financial
statements.
|
·
|
Investments
and income (loss) related to companies in which YPF holds joint control
are consolidated line by line on the basis of the YPF’s proportionate
share in their assets, liabilities, net revenues, cost and expenses,
considering intercompany profits, transactions, balances and other
consolidation adjustments. The effect of this proportional consolidation
for the six-month period ended June 30, 2008 and comparative information,
is disclosed in Note 6.b.
|
Foreign
subsidiaries in which YPF participates have been defined as non-integrated
companies as they collect cash and other monetary items, incur expenses and
generate income. Corresponding assets and liabilities have been translated into
Argentine pesos at the exchange rate prevailing as of the end of each period or
year. Income statements have been translated using the relevant exchange rate at
the date of each transaction. Exchange differences arising from the translation
process have been included as a component of shareholders’ equity in the account
“Deferred earnings”, which will be maintained until the sale or complete or
partial reimbursement of capital of the related investment occurs.
The
condensed consolidated financial statements are based upon the latest available
financial statements of those companies in which YPF holds control or joint
control, taking into consideration, if applicable, significant subsequent events
and transactions, available management information and transactions between YPF
and the related company, which could have produced changes on the latter
shareholders’ equity.
The
valuation methods employed by the controlled and jointly controlled companies
are consistent with those followed by YPF. If necessary, adjustments have been
made to conform to the accounting principles used by these companies to those of
YPF. The principal adjustments relate to the application of general accepted
accounting principles in Argentina to foreign subsidiaries.
Cash
and equivalents
In the
statements of cash flows, the Company considers cash and all highly liquid
investments with an original maturity of less than three months to be cash and
equivalents.
Revenue
recognition criteria
Revenue is
recognized on sales of crude oil, refined products and natural gas, in each
case, when title and risks are transferred to the customer.
Joint
ventures and other agreements
The
Company’s interests in oil and gas related joint ventures and other agreements
involved in oil and gas exploration and production, have been consolidated line
by line on the basis of the Company’s proportional share in their assets,
liabilities, revenues, costs and expenses.
Production
concessions and exploration permits
According
to Argentine Law No. 24,145 issued in November 1992, YPF’s areas were
converted into production concessions and exploration permits under Law
No. 17,319, which has been currently amended by Law No. 26,197.
Pursuant to these laws, the hydrocarbon reservoirs located in Argentine onshore
territories and offshore continental shelf belong to national or provincial
governments, depending on the location. Exploration permits may have a term of
up to 17 years and production concessions have a term of 25 years, which may be
extended for an additional ten-year term.
Fair
value of financial instruments and concentration of credit risk
The
carrying value of cash, current investments and trade receivables approximates
its fair value due to the short maturity of these instruments. Furthermore, the
fair value of loans receivable, which has been estimated based on current
interest rates offered to the Company at the end of each period or year, for
investments with the same remaining maturity, approximates its carrying value.
As of June 30, 2008 and December 31, 2007, the fair value of loans payable
estimated based on market prices or current interest rates at the end of each
year amounted to 3,289 and 1,049, respectively.
The
accompanying notes are an integral part of these financial
statements.
Financial
instruments that potentially expose the Company to concentration of credit risk
consist primarily of cash, current investments, accounts receivable and other
receivables. The Company invests cash excess primarily in high liquid
investments in financial institutions, both in Argentina and abroad, with strong
credit rating and providing credit to foreign related parties. In the normal
course of business, the Company provides credit, based on ongoing credit
evaluations, to its customers and certain related parties. Additionally, the
Company accounts for credit losses based on specific information of its clients.
Credit risk on trade receivables is limited, as a result of the Company's large
customer base.
As of June
30, 2008, YPF does not hold derivative financial instruments.
Use
of estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires Management to make estimates and assumptions that
affect reported assets, liabilities, revenues and expenses and disclosure of
contingencies. Future results could differ from the estimates made by
Management.
Earnings
per share
Earnings
per share have been calculated based on the 393,312,793 shares outstanding
during the six-month periods ended as of June 30, 2008 and 2007.
The
principal valuation criteria used in the preparation of the condensed
consolidated financial statements are as follows:
|
a)
|
Cash,
current investments, trade and other receivables and
payables:
|
|
-
|
Amounts
in Argentine pesos have been stated at face value, which includes accrued
interest through the end of each period or year, if applicable. Mutual
funds have been valued at fair value as of the end of each period or year.
When required by generally accepted accounting principles, discounted
value does not differ significantly from their face value as of the end of
each period or year.
|
|
-
|
Amounts
in foreign currency have been valued at face value at the relevant
exchange rates in effect as of the end of each period or year, including
accrued interest, if applicable. Exchange differences have been credited
(charged) to current income. Mutual funds have been valued at fair value
at the relevant exchange rate in effect as of the end of each period or
year. Investments in government securities have been valued at their fair
value as of the end of each period or
year.
|
If
applicable, allowances have been made to reduce receivables to their estimated
realizable value.
|
-
|
Refined
products, products in process, crude oil and natural gas have been valued
at replacement cost as of the end of each period or
year.
|
|
-
|
Raw
materials and packaging materials have been valued at cost, which does not
differ significantly from its replacement cost as of the end of each
period or year.
|
Valuation
of inventories does not exceed their estimated realizable value.
The
accompanying notes are an integral part of these financial
statements.
|
c)
|
Non
current investments:
|
These
include the Company’s investments in companies under significant influence and
holdings in other companies. These investments have been valued using the equity
method, except for holdings in other companies, where no significant influence
is exercised, which have been valued at its acquisition cost remeasured as
detailed in Note 1.
Investments
in Gasoducto del Pacífico (Argentina) S.A., Gasoducto del Pacífico
(Cayman) Ltd., Gasoducto Oriental S.A. and Oleoducto Trasandino (Chile)
S.A., where less than 20% direct or indirect interest is held, are accounted by
the equity method since the Company exercises significant influence over these
companies in making operation and financial decisions based on its
representation on the Boards of Directors and/or the significant transactions
between YPF and such companies.
If
applicable, allowances have been made to reduce investments to their estimated
recoverable value. The main factors for the recognized impairment were the
devaluation of the Argentine peso, certain events of debt default and the
de-dollarization and freezing of utility rates.
Holdings
in preferred shares have been valued as defined in the respective
bylaws.
If
necessary, adjustments have been made to conform to the accounting principles
used by companies under significant influence to those of YPF.
The
investments in companies under significant influence have been valued based upon
the latest available financial statements of these companies as of the end of
each period or year, taking into consideration, if applicable, significant
subsequent events and transactions, available management information and
transactions between the Company and the related company which have produced
changes to the latter shareholders’ equity.
As from
the effective date of Law No. 25,063, dividends, either in cash or in kind, that
YPF receives from investments in other companies and which are in excess of the
accumulated taxable income that these companies carry upon distribution shall be
subject to a 35% income tax withholding as a sole and final payment. YPF has not
recorded any charge for this tax since it has estimated that dividends from
earnings of investees accounted under the equity method will be remitted in a
tax free liquidation.
Fixed
assets have been valued at acquisition cost remeasured as detailed in
Note 1, less related accumulated depreciation. Depreciation rates,
representative of the useful life assigned, applicable to each class of asset,
are disclosed in Note 9.a. For those assets whose construction requires an
extended period of time, financial costs corresponding to third parties’
financing have been capitalized during the assets’ construction
period.
Oil
and gas producing activities
|
-
|
The
Company follows the “successful effort” method of accounting for its oil
and gas exploration and production operations. Accordingly, exploratory
costs, excluding the costs of exploratory wells, have been charged to
expense as incurred. Costs of drilling exploratory wells, including
stratigraphic test wells, have been capitalized pending determination as
to whether the wells have found proved reserves that justify commercial
development. If such reserves were not found, the mentioned costs are
charged to expense. Occasionally, an exploratory well may be determined to
have found oil and gas reserves, but classification of those reserves as
proved cannot be made when drilling is completed. In those cases, the cost
of drilling the exploratory well shall continue to be capitalized if the
well has found a sufficient quantity of reserves to justify its completion
as a producing well and the enterprise is making sufficient progress
assessing the reserves and the economic and operating viability of the
project. If any of the mentioned conditions is not met, cost of drilling
exploratory wells is charged to
expense.
|
The
accompanying notes are an integral part of these financial
statements.
|
-
|
Intangible
drilling costs applicable to productive wells and to developmental dry
holes, as well as tangible equipment costs related to the development of
oil and gas reserves, have been
capitalized.
|
|
-
|
The
capitalized costs related to producing activities have been depreciated by
field on the unit-of-production basis by applying the ratio of produced
oil and gas to estimate recoverable proved and developed oil and gas
reserves.
|
|
-
|
The
capitalized costs related to acquisitions of properties with proved
reserves have been depreciated by field on the unit-of-production basis by
applying the ratio of produced oil and gas to proved oil and gas
reserves.
|
|
-
|
Revisions
of crude oil and natural gas proved reserves are considered prospectively
in the calculation of depreciation. Revisions in estimates of reserves are
performed at least once a year. Additionally, estimates of reserves are
audited by independent petroleum engineers on a three year rotation
plan.
|
|
-
|
Costs
related to hydrocarbon wells abandonment obligations are capitalized along
with the related assets, and are depreciated using the unit-of-production
method. As compensation, a liability is recognized for this concept at the
estimated value of the discounted payable amounts. Revisions of the
payable amounts are performed upon consideration of the current costs
incurred in abandonment obligations on a field-by-field basis or other
external available information if abandonment obligations were not
performed. Due to the number of wells in operation and/or not abandoned
and likewise the complexity with respect to different geographic areas
where the wells are located, the current costs incurred in plugging are
used for estimating the plugging cost of the wells pending abandonment.
Current costs incurred are the best source of information in order to make
the best estimate of asset retirement
obligations.
|
|
-
|
Properties
on foreign unproved reserves have been valued at cost and translated into
pesos as detailed in Note 1. Capitalized costs related to unproved
properties are reviewed periodically by Management to ensure the carrying
value does not exceed their estimated recoverable
value.
|
Other
fixed assets
|
-
|
The
Company's other fixed assets are depreciated using the straight-line
method, with depreciation rates based on the estimated useful life of each
class of property.
|
Fixed
assets’ maintenance and repairs have been charged to expense as
incurred.
Major
inspections of refineries, necessary to continue to operate the related assets,
are capitalized and depreciated using the straight-line method over the period
of operation to next major inspection.
Renewals
and betterments that materially extend the useful life and/or increase the
productive capacity of properties are capitalized. As fixed assets are retired,
the related cost and accumulated depreciation are eliminated from the balance
sheet.
The
Company capitalizes the costs incurred in limiting, neutralizing or preventing
environmental pollution only in those cases in which at least one of the
following conditions is met: (a) the expenditure improves the safety or
efficiency of an operating plant (or other productive asset); (b) the
expenditure prevents or limits environmental pollution at operating facilities;
or (c) the expenditures are incurred to prepare assets for sale and do not raise
the assets' carrying value above their estimated recoverable value.
The
carrying value of the fixed asset of each business segment, as defined in Note
4, does not exceed their estimated recoverable value.
The
accompanying notes are an integral part of these financial
statements.
|
e)
|
Salaries
and Social Security – Pensions Plans and other Postretirement and
Postemployment Benefits
|
As of
December 31, 2007, YPF Holdings Inc., which has operations in the
United States of America had three trustee defined – benefit pension plans and
other postretirement and postemployment benefits.
During
March 2008, YPF Holdings Inc. entered into certain contracts with Prudential
Insurance Company (“Prudential”)
to settle the liability associated with two defined – benefit pension plans,
paying a premium amount of US$ 115 million. Prudential assumed the liabilities
under these pension plans as of March 20, 2008.
The
funding policy related to the remaining pension plans is to contribute amounts
to the plans sufficient to meet the minimum funding requirements under
governmental regulations, plus such additional amounts as Management may
determine to be appropriate.
YPF
Holding Inc. provides certain health care and life insurance benefits for
eligible retired employees, and also certain insurance, and other postemployment
benefits for eligible individuals in the case employment is terminated by YPF
Holdings Inc. before their normal retirement. YPF Holdings Inc. accrues the
estimated cost of retiree benefit payments during employees’ active service
periods. Employees become eligible for these benefits if they meet minimum age
and years of service requirements. YPF Holdings Inc. accounts for benefits
provided when the minimum service period is met, payment of the benefit is
probable and the amount of the benefit can be reasonably estimated.
The
benefits related to the mentioned plans were valued at net present value and
accrued based on the years of active service of employees. The net liability for
defined-benefits and postretirement plans is disclosed as non-current
liabilities in the “Salaries and social security” account and is the amount
resulting from the sum of: the present value of the obligations, net of the fair
value of the plan assets (if funded) and net of the unrecognized actuarial
losses generated since December 31, 2003. These unrecognized actuarial losses
and gains are recognized in the statement of income during the expected average
remaining working lives of the employees participating in the plans and the life
expectancy of retired employees. The Company updates the actuarial assumptions
at the end of each year.
YPF
Holdings Inc. also has a noncontributory supplemental retirement plan for
executive officers and other selected key employees. Other postretirement and
postemployment benefits are recorded as claims are incurred.
As of June
30, 2008, the unrecognized actuarial losses amount to 20 and are associated with
one pension plan and other postretirement and postemployment benefits effective
as of that date.
|
f)
|
Taxes,
withholdings and royalties:
|
Income
tax and tax on minimum presumed income
The
Company recognizes the income tax applying the liability method, which considers
the effect of the temporary differences between the financial and tax basis of
assets and liabilities and the tax loss carry forwards and other tax credits,
which may be used to offset future taxable income, at the current statutory rate
of 35%.
In
deferred income tax computations, the difference between the book value of fixed
assets remeasured into constant Argentine pesos and their corresponding
historical cost used for tax purposes is a temporary difference to be considered
in deferred income tax computations. However, generally accepted accounting
principles in Argentina give the option to only disclose the mentioned effect in
a note to the financial statements. The Company adopted this latter criterion.
The
accompanying notes are an integral part of these financial
statements.
Additionally,
the Company calculates tax on minimum presumed income applying the current 1%
tax rate to taxable assets as of the end of each year. This tax complements
income tax. The Company's tax liability will coincide with the higher between
the determination of tax on minimum presumed income and the Company's tax
liability related to income tax, calculated applying the current 35% income tax
rate to taxable income for the year. However, if the tax on minimum presumed
income exceeds income tax during one tax year, such excess may be computed as
prepayment of any income tax excess over the tax on minimum presumed income that
may be generated in the next ten years.
For the
six-month periods ended June 30, 2008 and 2007, the amounts determined as
current income tax were higher than tax on minimum presumed income and they were
included in the “Income tax” account of the income statements of each
period.
Royalties
and withholding systems for hydrocarbon exports
A 12%
royalty is payable on the estimated value at the wellhead of crude oil
production and the commercialized natural gas volumes. The estimated value is
calculated based upon the approximate sale price of the crude oil and gas
produced, less the costs of transportation and storage. Notwithstanding, in
January 2008, and in absence of agreements between companies about market prices
for crude oil buying and selling operations as the result of the issuance of a
new crude oil export withholding system, the Secretariat of Energy issued the
Directive No.1, providing certain guidelines to calculate the royalties of crude
oil.
As of the
date of the issuance of these condensed financial statements, the Company has
considered agreed prices in the market for some qualities of crude oil and has
used these agreed prices to estimate royalty expense, in accordance to Law
No.17,319 and its amendments. However, considering certain interpretations, some
of these agreed prices could differ from those established in the Directive
No.1. Management considers that if the Directive No.1 were applied in a manner
different from the Company’s interpretation, the effects of its application
would not have a significant effect in the condensed financial statements as of
June 30, 2008.
Royalty
expense is accounted for as a production cost.
Law No.
25,561 on Public Emergency and Exchange System Reform, issued in January 2002,
established new duties for hydrocarbon exports for a five-year period. In
January 2007, Law No. 26,217 extended this export withholding system for an
additional five-year period and also established specifically that this regime
is also applicable to exports from “Tierra del Fuego” province, which were
previously exempted from such regime. Up to March 2008, Resolution No. 534/2006
of the Ministry of Economy and Production (“MEP”) was in force, which, as from
July 25, 2006, had raised the natural gas withholding rate from 20% to 45% and
had established the natural gas import price from Bolivia as the basis for its
determination. Resolution No. 532/2004 (in force until November, 2007) had
settled the withholding rate for crude oil between 25% and 45% in function of
the West Texas Intermediate (“WTI”) price, and between 5% and 25% for other
refined products. On November 16, 2007, the MEP published Resolution No.
394/2007, modifying the withholding regime on exports of crude oil and other
refined products. The new regime provides reference prices and floor prices
which in conjunction with the WTI determine the export rate for each product.
For crude oil, when the WTI exceeds the reference price of US$ 60.9 per barrel,
the producer is allowed to collect a floor price of US$ 42 per barrel, depending
on the quality of the crude oil sold, with the remainder being withheld by the
Argentine Government.
When the
WTI is under the reference price but over US$ 45 per barrel, a 45% withholding
rate should be applied. If such price is under US$ 45 per barrel, the Government
will have to determine the export rate within a term of 90 business days. In
March 2008, Resolution N° 127/2008 of the MEP increased the gas export
withholding rate to 100% of the highest price from any natural gas import
contract (the Company is negotiating with its export clients the effect of the
above mentioned increase and the transfer of a significant part of these
incremental costs to them). This resolution
The
accompanying notes are an integral part of these financial
statements.
has
also established a variable withholding system applicable to liquefied petroleum
gas, similar to the one established by the Resolution N° 394/2007. As of June
30, 2008, the crude oil withholding rate determined according to Resolutions N°
394/2007 and N° 127/2008 of MEP, also currently applies to diesel, gasoline
products and other refined products. In addition, the procedure above mentioned
also applies to fuel oil, petrochemical gasoline, lubricants and liquefied
petroleum gas (including propane, butane and blends) and other refined products,
considering different reference and floor prices disclosed in the mentioned
resolutions.
Hydrocarbon
export expense is charged to the “Net sales” account of the statement of
income.
|
g)
|
Allowances
and reserves:
|
|
-
|
Allowances:
amounts have been provided in order to reduce the valuation of trade
receivables, other receivables, noncurrent investments and fixed assets
based on the analysis of doubtful accounts and on the estimated
recoverable value of these assets.
|
|
-
|
Reserves
for losses: amounts have been provided for various contingencies which are
probable and can be reasonably estimated, based on Management's
expectations and in consultation with legal counsels. Reserves for losses
are required to be accounted for at the discounted value as of the end of
each year or period, however, as their face value does not differ
significantly from discounted values, they are recorded at face
value.
|
|
h)
|
Environmental
liabilities:
|
Environmental
liabilities are recorded when environmental assessments and/or remediation are
probable and can be reasonably estimated. Such estimates are based on either
detailed feasibility studies of remediation approach and cost for individual
sites or on the Company’s estimate of costs to be incurred based on historical
experience and available information based on the stage of assessment and/or
remediation of each site. As additional information becomes available regarding
each site or as environmental standards change, the Company revises its estimate
of costs to be incurred in environmental assessment and/or remediation
matters.
|
i)
|
Shareholders’
equity accounts:
|
These
accounts have been remeasured in Argentine pesos as detailed in Note 1,
except for “Subscribed Capital” account, which is stated at its historical
value. The adjustment required to remeasure this account in constant Argentine
pesos is disclosed in the “Adjustment to Contributions” account.
The
account “Deferred earnings” includes the effect of the exchange differences
generated by the translation into pesos of investments in foreign
subsidiaries.
|
j)
|
Statements
of income accounts:
|
The
amounts included in the income statement accounts have been recorded by applying
the following criteria:
|
|
-
|
Accounts
which accumulate monetary transactions at their face
value.
|
| |
|
|
| |
-
|
Cost
of sales has been calculated by computing units sold in each month at the
replacement cost of that month. |
| |
|
|
| |
- |
Depreciation
of nonmonetary assets, valued at acquisition cost, have been recorded
based on the remeasured cost of such assets as detailed in
Note 1.
|
| |
|
|
| |
- |
Holding
gains (losses) on inventories valued at replacement cost have been
included in the “Holding gains on inventories” account.
|
| |
|
|
| |
- |
Income
(Loss) on long-term investments in which significant influence is held,
has been calculated on the basis of the income (loss) of those companies
and was included in the “Income on long-term investments”
account. |
The
accompanying notes are an integral part of these financial
statements.
|
|
-
|
The
"Reversal of impairment of other current assets” account for the six-month
period ended June 30, 2007, includes the reversal of the impairment charge
of oil and gas exploration and producing fields held for sale as of
December 31, 2006, which had been valued at the lower of their carrying
amount and fair value less cost to sale. In April 2007, the Company
decided to suspend the selling process of those assets and transferred the
book value of those assets as fixed assets held for
use.
|
|
3.
|
ANALYSIS
OF THE MAIN ACCOUNTS OF THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
|
Details
regarding the significant accounts included in the accompanying condensed
consolidated financial statements are as follows:
|
a) Investments:
|
|
2008
|
|
|
2007
|
|
|
|
|
Current
|
|
|
Non
current
|
|
|
Current
|
|
|
Non
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
investments and government securities
|
|
|
519 |
(1) |
|
|
170 |
(3) |
|
|
655 |
(1) |
|
|
168 |
(3) |
|
Long-term
investments – holdings in other
companies
|
|
|
- |
|
|
|
853 |
(2) |
|
|
- |
|
|
|
837 |
(2) |
|
Allowance
for reduction in value of holdings in long-term
investments
|
|
|
- |
|
|
|
(199 |
)(2) |
|
|
- |
|
|
|
(206 |
)(2) |
|
|
|
|
519 |
|
|
|
824 |
|
|
|
655 |
|
|
|
799 |
|
|
(1)
|
Includes
518 and 651 as of June 30, 2008 and December 31, 2007, respectively, with
an original maturity of less than three
months.
|
|
(2)
|
Includes
174 and 181 as of June 30, 2008 and December 31, 2007,
respectively, of Gas Argentino S.A. (“GASA”) which is fully reserved. As
of June 30, 2008, GASA must initiate a new debt restructuring process with
its creditors, due to the intention expressed by certain holders of bonds
of concluding the agreement celebrated on December 7, 2005. This option
was contemplated in the mentioned
agreement.
|
|
(3)
|
Corresponds
to restricted cash as of June 30, 2008, and December 31, 2007, which
represents bank deposits used to pay labor claims and deposits used as
guarantees given to government
agencies.
|
|
b) Trade
receivables:
|
|
2008
|
|
|
2007
|
|
|
|
|
Current
|
|
|
Non
current
|
|
|
Current
|
|
|
Non
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
3,223 |
|
|
|
27 |
|
|
|
3,142 |
|
|
|
32 |
|
|
Related
parties
|
|
|
373 |
|
|
|
- |
|
|
|
533 |
|
|
|
- |
|
|
|
|
|
3,596 |
|
|
|
27 |
|
|
|
3,675 |
|
|
|
32 |
|
|
Allowance
for doubtful trade receivables
|
|
|
(417 |
) |
|
|
- |
|
|
|
(440 |
) |
|
|
- |
|
|
|
|
|
3,179 |
|
|
|
27 |
|
|
|
3,235 |
|
|
|
32 |
|
The
accompanying notes are an integral part of these financial
statements.
|
b) Other
receivables:
|
|
2008
|
|
|
2007
|
|
|
|
|
Current
|
|
|
Non
current
|
|
|
Current
|
|
|
Non
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
income tax
|
|
|
- |
|
|
|
470 |
|
|
|
- |
|
|
|
517 |
|
|
Tax
credits and export rebates
|
|
|
800 |
|
|
|
19 |
|
|
|
931 |
|
|
|
15 |
|
|
Trade
|
|
|
151 |
|
|
|
- |
|
|
|
97 |
|
|
|
- |
|
|
Prepaid
expenses
|
|
|
134 |
|
|
|
48 |
|
|
|
111 |
|
|
|
60 |
|
|
Concessions
charges
|
|
|
17 |
|
|
|
56 |
|
|
|
17 |
|
|
|
79 |
|
|
Related
parties
|
|
|
387 |
|
|
|
112 |
|
|
|
2,681 |
(1) |
|
|
- |
|
|
Loans
to clients
|
|
|
17 |
|
|
|
105 |
|
|
|
14 |
|
|
|
90 |
|
|
Advances
to suppliers
|
|
|
121 |
|
|
|
- |
|
|
|
132 |
|
|
|
- |
|
|
From
joint ventures and other agreements
|
|
|
78 |
|
|
|
- |
|
|
|
62 |
|
|
|
- |
|
|
Miscellaneous
|
|
|
478 |
|
|
|
96 |
|
|
|
438 |
|
|
|
98 |
|
|
|
|
|
2,183 |
|
|
|
906 |
|
|
|
4,483 |
|
|
|
859 |
|
|
Allowance
for other doubtful accounts
|
|
|
(130 |
) |
|
|
- |
|
|
|
(122 |
) |
|
|
- |
|
|
Allowance
for valuation of other receivables to their estimated realizable
value
|
|
|
- |
|
|
|
(52 |
) |
|
|
- |
|
|
|
(50 |
) |
|
|
|
|
2,053 |
|
|
|
854 |
|
|
|
4,361 |
|
|
|
809 |
|
|
|
(1)
|
As
of December 31, 2007, included 1,102 and 1,427 with Repsol YPF Brail S.A.
and Repsol International Finance B.V., respectively, which were fully
collected during the six-month period ended June 30,
2008.
|
|
d) Inventories:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Refined
products
|
|
|
1,711 |
|
|
|
1,612 |
|
|
Crude
oil and natural gas
|
|
|
791 |
|
|
|
646 |
|
|
Products
in process
|
|
|
36 |
|
|
|
46 |
|
|
Raw
materials, packaging materials and others
|
|
|
316 |
|
|
|
269 |
|
|
|
|
|
2,854 |
|
|
|
2,573 |
|
|
e) Fixed
assets:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Net
book value of fixed assets (Note 9.a)
|
|
|
26,389 |
|
|
|
25,481 |
|
|
Allowance
for unproductive exploratory drilling
|
|
|
(3 |
) |
|
|
(3 |
) |
|
Allowance
for obsolescence of materials and equipment
|
|
|
(44 |
) |
|
|
(44 |
) |
|
|
|
|
26,342 |
|
|
|
25,434 |
|
The
accompanying notes are an integral part of these financial
statements.
|
f)
Accounts
payable:
|
|
2008
|
|
|
2007
|
|
|
|
|
Current
|
|
|
Non
current
|
|
|
Current
|
|
|
Non
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
|
|
|
3,490 |
|
|
|
20 |
|
|
|
3,131 |
|
|
|
21 |
|
|
Hydrocarbon
wells abandonment obligations
|
|
|
429 |
|
|
|
2,635 |
|
|
|
395 |
|
|
|
2,316 |
|
|
Related
parties
|
|
|
325 |
|
|
|
- |
|
|
|
140 |
|
|
|
- |
|
|
From
joint ventures and other agreements
|
|
|
352 |
|
|
|
- |
|
|
|
373 |
|
|
|
- |
|
|
Environmental
liabilities
|
|
|
114 |
|
|
|
152 |
|
|
|
137 |
|
|
|
166 |
|
|
Miscellaneous
|
|
|
74 |
|
|
|
38 |
|
|
|
163 |
|
|
|
39 |
|
|
|
|
|
4,784 |
|
|
|
2,845 |
|
|
|
4,339 |
|
|
|
2,542 |
|
|
g)
Loans:
|
|
Interest
rates
(1)
|
|
|
Principal
maturity
|
|
|
2008
|
|
|
2007 |
|
|
|
|
|
|
|
|
Current
|
|
|
Non
current
|
|
|
Current
|
|
|
Non
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negotiable
Obligations - YPF
|
|
|
9.13
– 10.00%
|
|
|
|
2009
- 2028
|
|
|
|
319 |
|
|
|
196 |
|
|
|
14 |
|
|
|
523 |
|
|
Related
parties
|
|
|
4.90
– 15.50%
|
|
|
|
2008
- 2010
|
|
|
|
64 |
|
|
|
454 |
(2) |
|
|
- |
|
|
|
- |
|
|
Other
bank loans
|
|
|
3.37
– 22.00%
|
|
|
|
2008
- 2009
|
|
|
|
2,219 |
|
|
|
- |
|
|
|
457 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,602 |
|
|
|
650 |
|
|
|
471 |
|
|
|
523 |
|
|
(1)
|
Annual
fixed interest rates as of June 30,
2008.
|
|
(2)
|
During
the six-month period ended June 30, 2008, YPF entered into a loan contract
with Repsol Netherlands Finance B.V. for a total amount of US$ 150
millions, which accrues interest at an annual fixed rate of 4.90% and has
final maturity in 2010.
|
In
connection with the issuance of the Negotiable Obligations, YPF has agreed for
itself and its controlled companies to certain covenants, including among
others, to pay all liabilities at their maturity and not to create other
encumbrances that exceed 15% of total consolidated assets. If the Company does
not comply with any covenant, the trustee or the holders of not less than 25% in
aggregate principal amount of each outstanding Negotiable Obligations may
declare the principal and accrued interest immediately due and
payable.
Financial
debt contains customary covenants for contracts of this nature, including
negative pledge, material adverse change and cross-default clauses. Almost all
of YPF's total outstanding debt is subject to cross-default provisions, which
may be triggered if an event of default occurs with respect to the payment of
principal or interest on indebtedness equal to or exceeding US$ 20
million.
The
Shareholders’ Meeting held on January 8, 2008, approved a Notes Program for an
amount up to US$ 1,000 million. The proceeds of this offering shall be used
exclusively to invest in fixed assets and working capital in
Argentina.
|
h)
Net sales:
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
18,582 |
|
|
|
13,773 |
|
|
Turnover
tax
|
|
|
(332 |
) |
|
|
(232 |
) |
|
Hydrocarbon
export withholdings
|
|
|
(1,807 |
) |
|
|
(442 |
) |
|
|
|
|
16,443 |
|
|
|
13,099 |
|
The
accompanying notes are an integral part of these financial
statements.
|
i)
Other expenses, net:
|
|
Income
(Expense)
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Reserve
for pending lawsuits and other claims
|
|
|
- |
|
|
|
(10 |
) |
|
Environmental
remediation – (YPF Holdings Inc. – past operations)
|
|
|
(256 |
) |
|
|
(57 |
) |
|
Miscellaneous
|
|
|
15 |
|
|
|
49 |
|
|
|
|
|
(241 |
) |
|
|
(18 |
) |
|
4.
|
CONSOLIDATED
BUSINESS SEGMENT INFORMATION
|
The
Company organizes its business into four segments which comprise: the
exploration and production, including contractual purchases of natural gas and
crude oil purchases arising from service contracts and concession obligations,
as well as, crude oil inter segment sales, natural gas and its derivatives sales
and electric power generation (“Exploration and Production”); the refining,
transport, purchase and marketing of refined products (“Refining and
Marketing”); the petrochemical operations (“Chemical”); and other activities,
not falling into these categories, are classified under “Corporate and Other”,
which principally includes corporate administration costs and assets,
construction activities and environmental remediation activities related to YPF
Holdings Inc. preceding operations (Note 5.a).
Operating
income (loss) and assets for each segment have been determined after inter
segment adjustments.
|
|
|
Exploration
and Production
|
|
|
Refining
and
Marketing
|
|
|
Chemical
|
|
|
Corporate
and
Other
|
|
|
Consolidation
Adjustments
|
|
|
Total
|
|
|
Six-month
period ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales to unrelated parties
|
|
|
2,198 |
|
|
|
11,279 |
|
|
|
1,349 |
|
|
|
121 |
|
|
|
- |
|
|
|
14,947 |
|
|
Net
sales to related parties
|
|
|
523 |
|
|
|
973 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,496 |
|
|
Net
inter segment sales
|
|
|
5,715 |
|
|
|
571 |
|
|
|
542 |
|
|
|
203 |
|
|
|
(7,031 |
) |
|
|
- |
|
|
Net
sales
|
|
|
8,436 |
|
|
|
12,823 |
|
|
|
1,891 |
|
|
|
324 |
|
|
|
(7,031 |
) |
|
|
16,443 |
|
|
Operating
income (loss)
|
|
|
2,010 |
|
|
|
1,525 |
|
|
|
658 |
|
|
|
(328 |
) |
|
|
(72 |
) |
|
|
3,793 |
|
|
Income
on long-term investments
|
|
|
57 |
|
|
|
10 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
67 |
|
|
Depreciation
|
|
|
1,758 |
|
|
|
209 |
|
|
|
54 |
|
|
|
25 |
|
|
|
- |
|
|
|
2,046 |
|
|
Acquisitions
of fixed assets
|
|
|
2,629 |
|
|
|
327 |
|
|
|
64 |
|
|
|
147 |
|
|
|
- |
|
|
|
3,167 |
|
|
Assets
|
|
|
21,463 |
|
|
|
9,904 |
|
|
|
2,179 |
|
|
|
4,065 |
|
|
|
(847 |
) |
|
|
36,764 |
|
|
Six-month
period ended June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales to unrelated parties
|
|
|
1,607 |
|
|
|
8,885 |
|
|
|
1,213 |
|
|
|
56 |
|
|
|
- |
|
|
|
11,761 |
|
|
Net
sales to related parties
|
|
|
331 |
|
|
|
1,007 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,338 |
|
|
Net
inter segment sales
|
|
|
6,057 |
|
|
|
880 |
|
|
|
418 |
|
|
|
169 |
|
|
|
(7,524 |
) |
|
|
- |
|
|
Net
sales
|
|
|
7,995 |
|
|
|
10,772 |
|
|
|
1,631 |
|
|
|
225 |
|
|
|
(7,524 |
) |
|
|
13,099 |
|
|
Operating
income (loss)
|
|
|
2,155 |
|
|
|
1,087 |
|
|
|
321 |
|
|
|
(301 |
) |
|
|
(62 |
) |
|
|
3,200 |
|
|
Income
on long-term investments
|
|
|
19 |
|
|
|
10 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
29 |
|
|
Depreciation
|
|
|
1,761 |
|
|
|
184 |
|
|
|
44 |
|
|
|
23 |
|
|
|
- |
|
|
|
2,012 |
|
|
Acquisitions
of fixed assets
|
|
|
2,050 |
|
|
|
321 |
|
|
|
58 |
|
|
|
100 |
|
|
|
- |
|
|
|
2,529 |
|
|
Year
ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
19,893 |
|
|
|
11,199 |
|
|
|
2,220 |
|
|
|
5,421 |
|
|
|
(631 |
) |
|
|
38,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Export
sales, net of withholdings taxes, for the six-month period ended June 30, 2008
and 2007 were 4,155 and 4,172, respectively. Export sales were mainly to the
United States of America, Brazil and Chile.
The
accompanying notes are an integral part of these financial
statements.
|
5.
|
COMMITMENTS
AND CONTINGENCIES
|
|
a)
|
Pending
lawsuits and contingencies:
|
As of June
30, 2008, the Company has recorded the pending lawsuits, claims and
contingencies which are probable and can be reasonably estimated. The most
significant pending lawsuits and contingencies reserved are described in the
following paragraphs.
|
–
|
Pending lawsuits: In
the normal course of its business, the Company has been sued in numerous
labor, civil and commercial actions and lawsuits. Management, in
consultation with the external counsels, has reserved an allowance
considering its best estimation, based on the information available as of
the date of the issuance of these financial statements, including counsel
fees and judicial expenses.
|
|
–
|
Liquefied petroleum gas
market: On March 22, 1999, YPF was notified of Resolution
No. 189/1999 from the former Department of Industry, Commerce and
Mining of Argentina, which imposed a fine on YPF of 109, stated in
Argentine pesos as of that date, based on the interpretation that YPF had
purportly abused of its dominant position in the bulk liquefied petroleum
gas (“LPG”) market due to the existence of different prices between the
exports of LPG and the sales to the domestic market from 1993 through
1997. In July 2002, the Argentine Supreme Court confirmed the fine and YPF
carried out the claimed payment.
|
Additionally,
Resolution No. 189/1999 provided the beginning of an investigation in order to
prove whether the penalized behavior continued from October 1997 to March 1999.
On December 19, 2003, the National Antitrust Protection Board (the “Antitrust
Board”) imputed the behavior of abuse of dominant position during the previously
mentioned period to YPF. On January 20, 2004, YPF answered the notification:
(i) opposing the preliminary defense claiming the application of the
statutes of limitation and alleging the existence of defects in the imputation
procedure (absence of majority in the resolution that decided the imputation and
pre-judgment by its signers); (ii) arguing the absence of abuse of dominant
position; and (iii) offering the corresponding evidence.
The
request of invalidity by defects in the imputation procedure mentioned above was
rejected by the Antitrust Board. This resolution of the Antitrust Board was
confirmed by the Economic Penal Appellate Court, and it was confirmed, on
September 27, 2005, pursuant to the Argentine Supreme Court's (“CSJN”) rejection
of the complaint made by YPF due to the extraordinary appeal
denial.
Additionally,
on August 31, 2004, YPF filed an appeal with the Antitrust Board in relation to
the resolution that denied the claim of statutes of limitation. The Antitrust
Board conceded the appeal and remitted proceedings for its resolution by the
Appeal Court. However, in March 2006, YPF was notified that the proceedings were
opened for the production of evidence. During August and September 2007,
testimonial hearings were held for YPF’s witnesses. On August 12, 2008 the
Appeal Court in Criminal Economic Matters rejected the prescription argument
made by YPF, and such decision has been appealed by YPF.
Despite
the solid arguments expressed by YPF, the mentioned circumstances make evident
that, preliminarily, the Antitrust Board denies the defenses filed by YPF and
that it is reluctant to modify the doctrine provided by the Resolution
No. 189/1999 and, furthermore, the Court of Appeals decisions tend to
confirm the decisions made by the Antitrust Board.
The
accompanying notes are an integral part of these financial
statements.
|
–
|
Tax claims: On January
31, 2003, YPF received a claim from the Federal Administration of Public
Revenue (“AFIP”), stating that the sales corresponding to forward oil sale
agreements entered into by YPF, should have been subject to an income tax
withholding. On March 8, 2004, the AFIP formally notified YPF the claim
for approximately 45 plus interests and fines. Additionally, on June 24,
2004, YPF received a new formal claim from the AFIP, considering that the
services related to these contracts should have been taxed with the value
added tax. Consequently, during 2004, YPF presented its defense to the
AFIP rejecting the claims and arguing its position. However, on December
28, 2004, YPF was formally notified of a resolution from the AFIP
confirming its original position in both claims for the period 1997 to
2001. YPF has appealed such resolution in the National Tax Court. YPF
conditionally paid the amounts corresponding to periods that followed
those included in the claim by the AFIP (2002 and subsequent periods) so
as to avoid facing interest payment or a fine and filed reimbursement
summary proceedings. On March 14, 2008, the AFIP notified YPF of the
rejection of the reimbursement previously mentioned. The Company appealed
that decision before the National Tax
Court.
|
In
addition, the Company has received several claims from the AFIP and from the
provincial and municipal fiscal authorities, which are not individually
significant.
|
–
|
Liabilities and contingencies
assumed by the Argentine Government: The YPF Privatization Law
provided for the assumption by the Argentine Government of certain
liabilities of the predecessor as of December 31, 1990. In certain
lawsuits related to events or acts that took place before December 31,
1990, YPF has been required to advance the payment established in certain
judicial decisions. YPF has the right to be reimbursed for these payments
by the Argentine Government pursuant to the above-mentioned
indemnity.
|
Export sales: Pursuant to
Resolution No. 265/2004 of the Secretariat of Energy, the Argentine Government
created a program of “useful” curtailment of natural gas exports and their
associated transportation service. Such Program was initially implemented by
means of Regulation No. 27/2004 of the Under-Secretariat of Fuels, which was
subsequently substituted by the Program of Rationalization of Gas Exports and
Use of Transportation Capacity (the “Program”) approved by Resolution No.
659/2004 of the Secretariat of Energy.
Additionally,
Resolution No. 752/2005 of the Secretariat of Energy provided that
industrial users and thermal generators (which according to this resolution will
have to request volumes of gas directly from the producers) could also acquire
the natural gas from the cutbacks on natural gas export through the Permanent
Additional Injections mechanism created by this resolution. By means of the
Program and/or the Permanent Additional Injection, the Argentine Government
requires natural gas exporting producers to deliver additional volumes to the
domestic market in order to satisfy natural gas demand of certain domestic
consumers of the Argentine market (“Additional Injection Requirements”). Such
additional volumes are not contractually committed by YPF, who is thus forced to
affect natural gas exports, which execution has been conditioned. The mechanisms
that affect the exports established by the Resolutions No. 659/2004 and 752/2005
have been adapted by the Secretariat of Energy Resolution No. 599/2007,
modifying the conditions for the imposition of the requirements depending on
whether the producers have signed or not the Proposed Agreement, ratified by
such resolution, between the Secretariat of Energy and the Producers.
Additionally, the Argentine Government, through instructions made using
different procedures, has ordered limitations over natural gas exports (in
conjunction with the Program and the Permanent Additional Injection, named the
“Restrictions”).
As a
result of the Restrictions, in several occasions since 2004, YPF has been forced
to suspend, either totally or partially, its natural gas deliveries to some of
its export clients, with whom YPF has undertaken long-term firm commitments to
deliver natural gas.
The
accompanying notes are an integral part of these financial
statements.
YPF has
challenged the Program, the Permanent Additional Injection and the Additional
Injection Requirements as arbitrary and illegitimate, and has invoked vis-à-vis
the relevant clients that such measures of the Argentine Government constitute a
force majeure event (act of authority) that releases YPF from any liability
and/or penalty for the failure to deliver the contractual volumes. A large
number of clients have rejected the force majeure argument invoked by YPF,
demanding the payment of indemnifications and/or penalties for the failure to
comply with firm supply commitments, and/or reserving their rights to future
claims in such respect (the “Claims”).
Electroandina
S.A. and Empresa Eléctrica del Norte Grande S.A. (“Edelnor”) have rejected the
force majeure argument invoked by YPF and have invoiced the penalty stipulated
under the “deliver or pay” clause of the contract for cutbacks accumulated as of
September, 2007, for a total amount of US$ 93 million. These invoices have
been rejected by YPF. Furthermore, the above-mentioned companies have notified
the formal start-up period of negotiations previous to any arbitration demand.
Although such period is overdue, YPF has not been notified of the initiation of
the arbitration demands. Additionally, on June 25, 2008, AES Uruguaiana
Emprendimientos S.A. claimed damages in a total amount of U$S 28.1 for natural
gas “deliver or pay” penalties for cutbacks accumulated from September 16, 2007
through June 25, 2008. On July 16, 2008, AES Uruguaiana Emprendimientos S.A.
also claimed an additional amount of US$ 2.7 for natural gas “deliver or pay”
penalties for cutbacks accumulated from January 18, 2006 until December 1, 2006.
YPF has rejected both claims.
In
addition, YPF has been notified of an arbitration demand from Innergy Soluciones
Energéticas (“Innergy”). YPF has answered the arbitration complaint, and has
filed a counterclaim based on the hardship provisions (“teoría de la
imprevisión”) of the Argentine Civil Code. The parties have exchanged
documentation requirements and have presented their appellate brief with the
documental evidence and witnesses’ declaration. Having the parties previously
suspended the arbitration, in August 29, 2008 they extended that suspension by
common consent, for sixty additional days to enable negotiations. Damages
claimed by Innergy amount to US$ 88 million plus interests, according to
the invoice presented in the Innergy’s appellate brief, on September 17, 2007.
Such amount might be increased if Innergy incorporates to the demand invoices
for penalties received for periods subsequent to August 2007.
Domestic sales: Central
Puerto S.A. has claimed YPF for cutbacks in natural gas supply to its
combined-cycle plant located in Buenos Aires City. YPF has formally denied such
breach based on the view that, pending the restructuring of such contracts, it
is not obliged to confirm nominations of natural gas to this client during
certain periods of the year. On June 6, 2007, Central Puerto S.A. notified its
decision to submit the controversy to arbitration under the rules of the
International Chamber of Commerce (“ICC”). Central Puerto S.A. nominated its
arbiter and notified YPF the initiation of an arbitration proceeding in that
Chamber. On June 21, 2007, YPF nominated its arbiter and notified its decision
to submit the controversy related to certain amounts claimed to Central Puerto
S.A., also related to the natural gas supply to its combined-cycle located in
Buenos Aires City to an arbitration proceeding. On July 23, 2007, YPF received
the arbitration demand which was answered on September 24, 2007, requesting for
the rejection of the claims of Central Puerto S.A. Besides, YPF has filed a
counterclaim requesting, among other things, the termination of the contract or,
in absence of this, the revision based on the hardship provision and the
“both-parties-effort”. On December 3, 2007, Central Puerto S.A. submitted a
presentation requesting (i) the rejection of all subsidiary claims presented by
YPF, including the request that the Chamber ratifies the effectiveness of the
contract and the rejection of the fair reconvention of the contract; (ii) the
rejection of the settlement and payment claim related to amounts due by Central
Puerto S.A. pursuant to the “take or pay” clause; (iii) the rejection of the
settlement and payment claim related to the adjustment by the application of the
“Coeficiente de Estabilización de Referencia” (“CER”), and in subsidy opposing
the prescription exception; (iv) the inappropriateness of the claim in relation
with the price differential payment.
The
accompanying notes are an integral part of these financial
statements.
On
February 11, 2008, an audience was held with the arbitral trial members and the
“Acta de Misión” was subscribed. In that document, Central Puerto S.A. argued
that, in relation with the quantification of the pretensions, it could not
determine the claimed amount until the performance of the corresponding work of
experts. However, in order to determine the provision (article No.18 (1)(c) of
the ICC Reglament), it acceded to fix the payment provision on its charge based
on the maximum value determined by ICC Reglament (Apendix III). YPF estimated in
approximately US$ 11 million, plus interest and CER, the amount that must be
claimed as payable to its favor, under the reconvention process, regardless of
the result of the work of experts that will be done.
As of June
30, 2008, YPF has reserved costs for penalties associated with the failure to
deliver the contractual volumes of natural gas in the export and domestic
markets which are probable and can be reasonably estimated.
|
–
|
Environmental claims in La
Plata: There are certain claims that require a compensation for
individual damages purportedly caused by the operation of the La Plata
Refinery and the environmental remediation of the channels adjacent to the
mentioned refinery. During 2006, YPF submitted a presentation before the
Environmental Ministry of the Province of Buenos Aires which put forward
for consideration the performance of a study for the characterization of
environmental associated risks. As mentioned previously, YPF has the right
of indemnity for events and claims previous to January 1, 1991, according
to Law No. 24,145 and Decree No. 546/1993. Besides, there are
certain claims that could result in the requirement to make additional
investments connected with the operations of La Plata Refinery and claims
for the compensation to the neighbors of La Plata
Refinery.
|
|
–
|
EDF International S.A. (“EDF”)
claim: EDF had initiated an international arbitration proceeding
under the Arbitration Regulations of the International Chamber of Commerce
against Endesa Internacional S.A. and YPF. EDF claimed from YPF the
payment of US$ 69 million, which were subsequently increased to US$ 103
million plus interests without existing real arguments, in connection with
the sale of Electricidad Argentina S.A., parent company of Edenor S.A. EDF
claimed an adjustment in the purchase price it paid arguing that under the
stock purchase agreement, the price it paid would be reviewed if changes
in the exchange rate of Argentine peso occurred prior to December 31,
2001. EDF considered that this had happened. On October 22, 2007, the
Arbitral Court issued an arbitral final award in which EDF’s claim and the
defendants’ counterclaim are partially accepted. Consequently, the
arbitral final award imposed on YPF the payment of US$ 28.9 million plus
interests and judicial expenses. YPF and EDF are both currently
challenging the arbitral decision. On April 22, 2008, the Federal
Appellate Court on Commercial Matters declared that the resource presented
by YPF has suspension effects over the arbitral decision. Nevertheless,
EDF is seeking the enforcement of the arbitral decision before the court
in Delaware, United States, which was rejected by
YPF.
|
|
–
|
Environmental
contingencies and other claims and commitments of YPF Holdings Inc. – a
wholly owned subsidiary of YPF.
|
Laws and
regulations relating to health and environmental quality in the United States of
America affect nearly all of the operations of YPF Holdings Inc. These laws and
regulations set various standards regulating certain aspects of health and
environmental quality, provide for penalties and other liabilities for the
violation of such standards and establish in certain circumstances remedial
obligations.
YPF
Holdings Inc. believes that its policies and procedures in the area of pollution
control, product safety and occupational health are adequate to prevent
unreasonable risk of environmental and other damage, and of resulting financial
liability, in connection with its business. Some risk of environmental and other
damage is, however, inherent in particular operations of YPF Holdings Inc. and,
as discussed below, Maxus Energy Corporation (“Maxus”) and Tierra Solutions Inc.
(“Tierra”) (both controlled by YPF Holdings Inc.) could have certain potential
liabilities associated with operations of Maxus’ former chemical subsidiary. YPF
Holdings Inc. cannot predict what environmental legislation or regulations will
be enacted in the future or how existing or future laws or regulations will be
administered or enforced. Compliance with more stringent laws or regulations, as
well as more vigorous enforcement policies of the regulatory agencies, could in
the future require material expenditures by YPF Holdings Inc. for the
installation and operation of systems and equipment for remedial measures,
possible dredging requirements and in certain other respects. Also, certain laws
allow for recovery of
The
accompanying notes are an integral part of these financial
statements.
natural resource damages
from responsible parties and ordering the implementation of interim remedies to
abate an imminent and substantial endangerment to the environment. Potential
expenditures for any such actions cannot be reasonably estimated.
In the
following discussion, references to YPF Holdings Inc. include, as appropriate
and solely for the purpose of this information, references to Maxus and
Tierra.
In
connection with the sale of Maxus’ former chemical subsidiary, Diamond Shamrock
Chemicals Company (“Chemicals”) to Occidental Petroleum Corporation
(“Occidental”) in 1986, Maxus agreed to indemnify Chemicals and Occidental from
and against certain liabilities relating to the business or activities of
Chemicals prior to the selling date, September 4, 1986 (“the selling date”),
including environmental liabilities relating to chemical plants and waste
disposal sites used by Chemicals prior to the selling date.
As of June
30, 2008, reserves for the environmental contingencies and other claims totaled
approximately 589. YPF Holdings Inc.’s Management believes it has adequately
reserved for all environmental contingencies, which are probable and can be
reasonably estimated as of such time; however, changes in circumstances,
including new information or new requirements of governmental entities, could
result in changes, including additions, to such reserves in the future. The most
significant contingencies are described in the following
paragraphs:
Newark, New Jersey. A consent
decree, previously agreed upon by the U.S. Environmental Protection Agency
(“EPA”), the New Jersey Department of Environmental Protection and Energy
(“DEP”) and Occidental, as successor to Chemicals, was entered in 1990 by the
United States District Court of New Jersey and requires implementation of a
remedial action plan at Chemicals’ former Newark, New Jersey agricultural
chemicals plant. The approved remedy has been completed and paid for by Tierra.
This project is in the operation and maintenance phase. YPF Holdings Inc. has
reserved approximately 46 as of June 30, 2008, in connection with such
activities.
Passaic River, New Jersey.
Studies have indicated that sediments of the Newark Bay watershed,
including the Passaic River adjacent to the former Newark plant, are
contaminated with hazardous chemicals from many sources. These studies suggest
that older and more contaminated sediments located adjacent to the former Newark
plant generally are buried under more recent sediment deposits. Maxus, forced to
act on behalf of Occidental, negotiated an agreement with the EPA under which
Tierra has conducted further testing and studies near the plant site. While some
work remains in a pending state, these studies were substantially completed in
2005.
|
–
|
YPF
Holdings Inc. has been conducting similar studies under their own auspices
for several years.
|
| |
|
| –
|
The
EPA and other agencies are addressing the lower Passaic River in a joint
federal, state, local and private sector cooperative effort designated as
the Lower Passaic River Restoration Project (“PRRP”). Tierra, along with
other entities, participated in an initial remedial investigation and
feasibility study (“RIFS”) in connection with the PRRP. The parties are
discussing the possibility of further work with the EPA. The entities have
agreed the allocations of costs associated with the RIFS, based on a
number of considerations. |
| |
|
| –
|
In
2003, the DEP issued Directive No. 1 to Occidental and Maxus and certain
of their respective related entities as well as other third parties.
Directive No. 1 seeks to address natural resource damages allegedly
resulting from almost 200 years of historic industrial and commercial
development of the lower 17 miles of the Passaic River and a part of its
watershed. Directive No. 1 asserts that the named entities are jointly and
severally liable for the alleged natural resource damages without regard
to fault. The DEP has asserted jurisdiction in this matter even though all
or part of the lower Passaic River has been designated as a Superfund site
and is a subject of the PRRP. Directive No. 1 calls for the following
actions: interim compensatory restoration, injury identification, injury
quantification and value determination. Maxus and Tierra responded to
Directive No. 1 setting forth good faith defenses. Settlement discussions
between the DEP and the named entities have been held; however, no
agreement has been reached or is assured.
|
The
accompanying notes are an integral part of these financial
statements.
|
–
|
In
2004, the EPA and Occidental entered into an administrative order on
consent (the “AOC”) pursuant to which Tierra (on behalf of Occidental) has
agreed to conduct testing and studies to characterize contaminated
sediment and biota in the Newark Bay. The initial field work on this
study, which includes testing in the Newark Bay, has been substantially
completed. Discussions with the EPA regarding additional work that might
be required are underway. EPA has notified other companies in relation to
the contamination of the Newark Bay. Nowadays, Tierra is holding meetings
with these companies to organize the coalition of a group similar to the
Passaic´s, in order to share the costs associated with works in the Newark
Bay. Additionally, Tierra, acting on behalf of Occidental, is performing a
separate RIFS to characterize sediment contamination and evaluate
remediation, if necessary, in certain portions of the Hackensack River,
the Arthur Kill River, and the Kill van Kull
River.
|
|
–
|
In
December 2005, the DEP issued a directive to Tierra, Maxus and Occidental
directing said parties to pay the State of New Jersey’s costs of
developing a Source Control Dredge Plan focused on allegedly
dioxin-contaminated sediment in the lower six-mile portion of the Passaic
River. The development of this plan is estimated by the DEP to cost
approximately US$ 2 million. This directive was issued even though
this portion of the lower Passaic River is a subject of the PRRP. The DEP
has advised the recipients that (a) it is engaged in discussions with the
EPA regarding the subject matter of the directive, and (b) they are not
required to respond to the directive until otherwise notified.
Additionally, in December 2005, the DEP sued YPF Holdings Inc., Tierra,
Maxus and other several companies, besides to Occidental, in connection
with the dioxin contamination allegedly emanating from Chemicals’ former
Newark plant and contaminating the lower portion of the Passaic River,
Newark Bay, other nearby waterways and surrounding areas. The DEP seeks
remediation of natural resources damaged and punitive damages and other
matters. The defendants have made responsive pleadings and filings. In
March 2008, the court denied motions to dismiss for failure to state a
claim by Occidental Chemical Corporation, and by Tierra and Maxus. In
September 2008, the court also dismissed YPF’s motion to dismiss for lack
of personal jurisdiction. YPF plans to appeal against this
decision.
|
|
–
|
In
June 2007, EPA released a draft Focused Feasibility Study (the “FFS”) that
outlines several alternatives for remedial action in the lower eight miles
of the Passaic River. These alternatives range from no action, which would
result in comparatively little cost, to extensive dredging and capping,
which according to the draft FFS, EPA estimated could cost from US$ 0.9
billion to US$ 2.3 billion and are all described by EPA as involving
proven technologies that could be carried out in the near term, without
extensive research. Tierra, in conjunction with the other parties of the
PRRP group, submitted comments on the draft FFS to EPA, as did other
interested parties. In September 2007, EPA announced its intention to
spend further time considering these comments, to issue a proposed plan
for public comment by the middle of 2008 and to select a clean-up plan in
the last quarter of 2008. Tierra will respond to any further EPA proposal
as may be appropriate at the time.
|
|
–
|
In
August 2007, the National Oceanic Atmospheric Administration (“NOAA”) sent
a letter to the parties of the PRRP group, including Tierra and
Occidental, requesting that the group enters into an agreement to conduct
a cooperative assessment of natural resources damages in the Passaic River
and Newark Bay. The PRRP group has responded through its common counsel
requesting that discussions relating to such agreement be postponed until
2008, due in part to the pending FFS proposal by EPA. Tierra will continue
to participate in the PRRP group with regard to this matter. In January
2008, the NOAA sent a letter to YPF S.A., YPF Holdings Inc., CLH Holdings
Inc. and other entities, designating them as potentially responsible party
(“PRP”).
|
The
accompanying notes are an integral part of these financial
statements.
|
–
|
In
June 2008, the EPA, Occidental, and Tierra entered into an AOC, pursuant
to which Tierra (on behalf of Occidental) will undertake a removal action
of sediment from the Passaic River in the vicinity of the former Diamond
Alkali facility. This action will result in the removal of approximately
200,000 cubic yards of sediment, which will be carried out in two
different phases. The first phase, which will encompass the removal of
40,000 cubic yards, is scheduled for completion within 30 months, from the
effective date of the AOC (June 2008). The second phase involves the
removal of approximately 160,000 cubic yards of sediment. This second
phase will start once the first one is completed. As of June 30, 2008, the
due date of this phase is not estimated. During the removal action,
contaminants not produced by the former Diamond plant, such as PCBs and
mercury, will necessarily be removed along with dioxin. Although having
recognized the estimated costs related to all works mentioned above, YPF
Holdings and its subsidiaries may seek cost recovery from the parties
responsible for such contamination, provided contaminants’ origins were
not from the Diamond Alkali plant. However, as of June 30, 2008, it is not
possible to make any predictions regarding the likelihood of success or
the funds potentially recoverable in a cost-recovery
action.
|
As of June
30, 2008, there are approximately 274 reserved in connection with the foregoing
matters related to the Passaic River and surrounding area, comprising the
estimated costs for studies, the YPF Holdings Inc.’s best estimate of the cash
flows it could incur in connection with remediation activities considering the
studies performed by Tierra, the estimated costs related to the agreement, and
in addition certain other matters related to Passaic River and the Newark Bay.
However, it is possible that other works, including interim remedial measures,
may be ordered. In addition, the development of new information on the
imposition of natural resource damages, or remedial actions differing from the
scenarios that YPF Holdings Inc. has evaluated could result in additional costs
to the amount currently reserved.
Hudson County, New Jersey.
Until 1972, Chemicals operated a chromite ore processing plant at Kearny, New
Jersey (“Kearny Plant”). According to the
DEP, wastes from these ore processing operations were used as fill material at a
number of sites in and near Hudson County. The DEP and Occidental, as successor
to Chemicals, signed an administrative consent order with the DEP in 1990 for
investigation and remediation work at certain chromite ore residue sites in
Kearny and Secaucus, New Jersey.
Tierra, on
behalf of Occidental, is presently performing the work and funding Occidental’s
share of the cost of investigation and remediation of these sites and is
providing financial assurance in the amount of US$ 20 million for
performance of the work. The ultimate cost of remediation is uncertain. Tierra
submitted its remedial investigation reports to the DEP in 2001, and the DEP
continues to review the report.
Additionally,
in May 2005, the DEP took two actions in connection with the chrome sites in
Hudson and Essex Counties. First, the DEP issued a directive to Maxus,
Occidental and two other chromium manufacturers directing them to arrange for
the cleanup of chromite ore residue at three sites in New Jersey City and the
conduct of a study by paying the DEP a total of US$ 20 million. While YPF
Holdings Inc. believes that Maxus is improperly named and there is little or no
evidence that Chemicals’ chromite ore residue was sent to any of these sites,
the DEP claims these companies are jointly and severally liable without regard
to fault. Second, the State of New Jersey filed a lawsuit against Occidental and
two other entities in state court in Hudson County seeking, among other things,
cleanup of various sites where chromite ore residue is allegedly located,
recovery of past costs incurred by the state at such sites (including in excess
of US$ 2 million allegedly spent for investigations and studies) and,
with respect to certain costs at 18 sites, treble damages. The DEP claims that
the defendants are jointly and severally liable, without regard to fault, for
much of the damages alleged. In February 2008, the parties reached a conceptual
agreement on a possible settlement that remains subject to further agreement on
terms and conditions. As a result YPF Holdings Inc. has reserved 21 (which are
included in the amount of 98 disclosed in the following
paragraphs).
In
November 2005, several environmental groups sent a notice of intent to sue the
owners of the properties adjacent to the former Kearny Plant (the “Adjacent
Property”), including among others Tierra, under the Resource Conservation and
Recovery Act. The stated purpose of the lawsuit, if filed, would be to require
the noticed parties to carry out measures to abate alleged endangerments to
health and the environment emanating from the Adjacent Property. The parties
have entered into an agreement that addresses the concerns of the environmental
groups, and these groups have agreed, at least for now, not to file
suit.
The
accompanying notes are an integral part of these financial
statements.
Pursuant
to a request of the DEP, in the second half of 2006, Tierra and other parties
tested the sediments in a portion of the Hackensack River near the former Kearny
Plant. Whether additional work will be required, is expected to be determined
once the results of this testing have been analyzed.
In March
2008, the DEP approved an interim response action work plan for work to be
performed at the Kearny Plant by Tierra and the Adjacent Property by Tierra in
conjunction with other parties. As a result YPF Holdings Inc. has reserved 23
(which are included in the amount of 98 disclosed in the following
paragraphs).
As of June
30, 2008, there are approximately 98 reserved in connection with the foregoing
chrome-related matters. The study of the levels of chromium in New Jersey has
not been finalized, and the DEP is still reviewing the proposed action levels.
The cost of addressing these chrome-related matters could increase depending
upon the final soil action levels, the DEP’s response to Tierra’s reports and
other developments.
Painesville, Ohio. In
connection with the operation until 1976 of one chromite ore processing plant
(“Chrome Plant”), from Chemicals, the Ohio Environmental Protection Agency
(“OEPA”) ordered to conduct a RIFS at the former Painesville’s Plant area.
Tierra has agreed to participate in the RIFS as required by the OEPA. Tierra
submitted the remedial investigation report to the OEPA, which report was
finalized in 2003. Tierra is submitting required feasibility reports separately.
In addition, the OEPA has approved certain work, including the remediation of
specific sites within the former Painesville Works area and work associated with
the development plans discussed below (the “Remediation Work”). The Remediation
Work has begun. As the OEPA approves additional projects for the site of the
former Painesville Works, additional amounts may need to be
reserved.
Over ten
years ago, the former Painesville Works site was proposed for listing on the
national Priority List under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (“CERCLA”), however, the EPA
has stated that the site will not be listed so long as it is satisfactorily
addressed pursuant to the Director’s Order and OEPA’s programs. As of the date
of issuance of these financial statements, the site has not been listed. YPF
Holdings Inc. has reserved a total of 24 as of June 30, 2008 for its estimated
share of the cost to perform the RIFS, the remediation work and other operation
and maintenance activities at this site. The scope and nature of any further
investigation or remediation that may be required cannot be determined at this
time; however, as the RIFS progresses, YPF Holdings Inc. will continuously
assess the condition of the Painesville’s plants works site and make any
changes, including additions, to its reserve as may be required.
Third Party Sites. Pursuant
to settlement agreements with the Port of Houston Authority and other parties,
Tierra and Maxus are participating (on behalf of Chemicals) in the remediation
of property adjoining Chemicals’ former Greens Bayou facility where DDT and
certain other chemicals were manufactured. As of June 30, 2008, YPF Holdings
Inc. has reserved 51 for its estimated share of future remediation activities
associated with the Greens Bayou facility. Additionally, negotiations have been
initiated in connection with claims for natural resources damages. The amount of
natural resources damages and the party’s obligations in respect thereof are
unknown at the present time.
In June
2005, the EPA designated Maxus as a PRP at the Milwaukee Solvay Coke & Gas
site in Milwaukee, Wisconsin. The basis for this designation is Maxus alleged
status as the successor to Pickands Mather & Co. and Milwaukee Solvay Coke
Co., companies that the EPA has asserted are former owners or operators of such
site. Preliminarily works in connection with the RIFS of this site commenced in
the second half of 2006. YPF Holdings Inc. has reserved 1 as of June 30, 2008
for its estimated share of the costs of the RIFS. YPF Holdings Inc. lacks
sufficient information to determine additional exposure or costs, if any; it
might have in respect of this site.
Maxus has
agreed to defend Occidental, as successor to Chemicals, in respect of the Malone
Services Company Superfund site in Galveston County, Texas. This site is a
former waste disposal site where Chemicals is alleged to have sent waste
products prior to September 1986. It is the subject of enforcement activities by
the EPA.
Although
Occidental is one of many PRPs that have been identified and have agreed to an
AOC, Tierra (which is handling this matter on behalf of Maxus) presently
believes the degree of Occidental’s alleged involvement as successor to
Chemicals is relatively small.
The
accompanying notes are an integral part of these financial
statements.
Chemicals
has also been designated as a PRP with respect to a number of third party sites
where hazardous substances from Chemicals’ plant operations allegedly were
disposed or have come to be located. At several of these, Chemicals has no known
exposure. Although PRPs are typically jointly and severally liable for the cost
of investigations, cleanups and other response costs, each has the right of
contribution from other PRPs and, as a practical matter, cost sharing by PRPs is
usually effected by agreement among them. As of June 30, 2008, YPF Holdings Inc.
has reserved 7 in connection with its estimated share of costs related to
certain sites and the ultimate cost of other sites cannot be estimated at this
time.
Black Lung Benefits Act
Liabilities. The Black Lung Benefits Act provides monetary and medical
benefits to miners disabled with black lung disease, and also provides benefits
to the dependents of deceased miners if black lung disease caused or contributed
to the miner’s death. As a result of the operations of its coal-mining
subsidiaries, YPF Holdings Inc. is required to provide insurance of this benefit
to former employees and their dependents. As of June 30, 2008, YPF Holdings Inc.
has reserved 26 in connection with its estimate of these
obligations.
Legal Proceedings. In 2001,
the Texas State Controller assessed Maxus approximately US$ 1 million in
Texas state sales taxes for the period of September 1, 1995 through December 31,
1998, plus penalty and interest. In August 2004, the administrative law judge
issued a decision affirming approximately US$ 1 million of such assessment,
plus penalty and interest. YPF Holdings Inc. believes the decision is erroneous,
but has paid the revised tax assessment, penalty and interest (a total of
approximately US$ 2 million under protest). Maxus filed a suit in Texas
state court in December 2004 challenging the administrative decision. The matter
will be reviewed by a trial de novo in the court action.
In 2002,
Occidental sued Maxus and Tierra in state court in Dallas, Texas seeking a
declaration that Maxus and Tierra have the obligation under the agreement
pursuant to which Maxus sold Chemicals to Occidental to defend and indemnify
Occidental from and against certain historical obligations of Chemicals,
including claims related to “Agent Orange” and vinyl chloride monomer,
notwithstanding the fact that said agreement contains a 12-year cut-off for
defense and indemnity obligations with respect to most litigation. Tierra was
dismissed as a party, and the matter was tried in May 2006. The trial court
decided that the 12-year cut-off period did not apply and entered judgment
against Maxus. This decision was affirmed by the Court of Appeals in February
2008. Maxus has petitioned the Supreme Court of Texas for review. This lawsuit
was denied. This decision will require Maxus to accept responsibility of various
matters which it has refused indemnification since 1998 which could result in
the incurrence of material costs in addition to YPF Holdings Inc.’s current
reserves for this matter. This decision will also require Maxus to reimburse
Occidental for past costs on these matters. Maxus believes that its current
reserves are adequate for these past costs. Maxus is currently evaluating the
decision of the Court of Appeals. As of June 30, 2008 YPF Holdings Inc. has
reserved 45 in respect to this matter.
In March
2005, Maxus agreed to defend Occidental, as successor to Chemicals, in respect
of an action seeking the contribution of costs incurred in connection with the
remediation of the Turtle Bayou waste disposal site in Liberty County, Texas.
The plaintiffs alleged that certain wastes attributable to Chemicals found their
way to the Turtle Bayou site. Trial for this matter was bifurcated, and in the
liability phase Occidental and other parties were found severally, and not
jointly, liable for waste products disposed of at this site. Trial in the
allocation phase of this matter was completed in the second quarter of 2007, and
the court has entered a decision setting Occidental’s liability at 15.96% of
those costs incurred by one of the plaintiffs. Occidental’s motion for
reconsideration of a portion of this decision has been filed with the court, and
the parties are awaiting the court’s decision on this and other post-judgment
motions. As of June 30, 2008, YPF Holdings Inc. has reserved 11 in respect of
this matter.
YPF
Holdings Inc., including its subsidiaries, is a party to various other lawsuits,
the outcomes of which are not expected to have a material adverse effect on
YPF’s financial condition. YPF Holdings Inc. reserves legal contingences that
are probable and can be reasonably estimated.
YPF
Holdings Inc. has entered into various operating agreements and capital
commitments associated with the exploration and development of its oil and gas
properties which are not material except those for the Neptune Prospect. On
March 16, 2008, the Company was notified that a structural anomaly was
identified in at least one of the pontoons of the Neptune Platform. As of the
date of the issuance of those financial statements, remediation
The
accompanying notes are an integral part of these financial
statements.
activities
are substantially completed, and production has started gradually since July
2008. Total commitments related to the development of the Neptune Prospect
located in the vicinity of the Atwater Valley Area, Blocks 573, 574, 575, 617
and 618 are US$ 22 million for 2008, US$ 5 million for 2009,
US$ 4 million for 2010, US$ 3 million for 2011, US$ 2 million for
2012 and thereafter.
Additionally,
the Company’s Management, in consultation with its external counsels, believes
that the following contingencies and claims, individually significant, have a
reasonably possible outcome:
|
|
-
|
Availability of foreign
currency deriving from exports: Decree No. 1,589/1989 of the
Federal Executive provides that producers enjoying free availability of
crude oil, natural gas and/or liquefied gas under Law No. 17,319 and
its supplemental Decrees and producers that may agree so in the future
will have free availability of the percentage of foreign currency coming
from the exports of crude oil, petroleum derivatives, natural gas and/or
liquefied gas of free availability established in biddings and/or
renegotiations, or agreed-upon in the respective contracts. In no cases
will the maximum freely available percentage be allowed to exceed 70% of
each transaction.
|
During
year 2002, several government organizations considered that free availability of
foreign currency provided by Decree No. 1,589/1989 was implicitly abolished
by Decree No. 1,606/2001.
On
December 31, 2002, Decree No. 2,703/2002 was enforced, ratifying such date
the 70% limit as the maximum freely available percentage of foreign currency
deriving from the exports of crude oil and petroleum derivatives, without
providing a conclusion in regards to the exports performed during the year 2002,
after the issuance of Decree No. 1,606/2001. The Central Bank has indicted
YPF on charges allegedly related to certain exports performed during 2002, once
the executive order 1,606/2001 was no longer in force and before the executive
order 2,703/2002 came into effect. Therefore, YPF will file an answer to the
charges and will offer evidence in this regard. In case YPF is indicted on
charges involving other exports during the said period, YPF has the right to
challenge the decision as well as to request the issuance of precautionary
measures.
There is a
recently confirmed sentence, connected with proceeding to another hydrocarbon
exporter, where the claim was the same and that company and its directors were
acquitted of all charges because it was considered that such company was exempt
from the liquidation and negotiation of the 70% of the foreign currency deriving
from the hydrocarbon exports. Additionally, the Office of the General Prosecutor
of Argentina has recently issued an opinion, in a similar claim, analyzing the
behavior of another oil and gas company. According to that opinion, no
violations had been committed as the uncertainty associated with the scope of
the liability was generated by the existence of different rules. Due to the
absence of intention in the behavior, the Office of the General Prosecutor of
Argentina has pronounced in favor of filing the claims.
|
|
-
|
Asociación Superficiarios de
la Patagonia (“ASSUPA”): In August 2003, ASSUPA sued 18 companies
operating exploitation concessions and exploration permits in the Neuquén
Basin, YPF being one of them, claiming the remediation of the general
environmental damage purportedly caused in the execution of such
activities, and subsidiary constitution of an environmental restoration
fund and the implementation of measures to prevent environmental damages
in the future. The plaintiff requested that the National Government, the
Federal Environmental Council (“Consejo Federal de Medio Ambiente”), the
provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and
the Ombudsman of the Nation be summoned. It requested, as a preliminary
injunction, that the defendants refrain from carrying out activities
affecting the environment. Both the Ombudsman’s summon as well as the
requested preliminary injunction were rejected by the CSJN. We requested
that the claim be rejected because the defects of the complaint indicated
by the CSJN have not been corrected, but such request was denied. YPF has
answered the demand and has required the summon of the National
Government, due to its obligation to indemnify YPF for events and claims
previous to January 1, 1991, according to Law No. 24,145 and Decree No.
546/1993.
|
The
accompanying notes are an integral part of these financial
statements.
|
|
-
|
Environmental claims in Dock
Sud and Quilmes:
|
Dock sud: A group of
neighbors of Dock Sud, Province of Buenos Aires, have sued 44 companies, among
which YPF is included, the National Government, the Province of Buenos Aires,
the City of Buenos Aires and 14 municipalities, before the CSJN, seeking the
remediation and the indemnification of the environmental collective damage
produced in the basin of the Matanza and Riachuelo rivers. Additionally, another
group of neighbors of the Dock Sud area, have filed two other environmental
lawsuits, one of them desisted in relation to YPF, claiming several companies
located in that area, among which YPF is included, the Province of Buenos Aires
and several municipalities, for the remediation and the indemnification of the
environmental collective damage of the Dock Sud area and for the individual
damage they claim to have suffered. YPF has the right of indemnity by the
Argentine Government for events and claims previous to January 1, 1991,
according to Law No. 24,145 and Decree No. 546/1993.
By means
of sentence dated July 8, 2008, the CSJN:
|
|
(i)
|
Determined
that the Basin Authority (Law No. 26,168) should be in charge of the
execution of the program of environmental remediation of the basin, being
the National Government, the Province of Buenos Aires and the City of
Buenos Aires responsible of its development; delegated in the Federal
Court of First Instance of Quilmes the knowledge of all the matters
concerning the execution of the remediation and reparation; declared that
all the litigations related to the execution of the remediation plan will
accumulate and will proceed before this court and established that this
process produces that other collective actions that have for object the
environmental remediation of the basin be dismissed (“littispendentia”).
|
|
|
(ii)
|
Decided
that the proceedings related to the determination of the responsibilities
derived from past behaviors, for the reparation of the environmental
damage, will continue before the
CSJN.
|
Quilmes: Citizens which
allege to be residents of Quilmes, province of Buenos Aires, have filed a
lawsuit in which they have requested remediation of environmental damages and
also the payment of 47 plus interests as a compensation for supposedly personal
damages. They base their claim mainly on a fuel leak in the poliduct running
from La Plata to Dock Sud, currently operated by YPF, which occurred in 1988 as
a result of an illicit detected at that time, being at that moment YPF a state
owned company. Fuel would have emerged and became perceptible on November 2002,
which resulted in remediation that is being performed by the Company in the
affected area, supervised by the environmental authority of the province of
Buenos Aires. YPF has requested suspension of the term to answer the lawsuit,
until the document filed by the plaintiffs is obtained. YPF has also notified
the Argentine Government that it will receive a citation, due to its obligation
to indemnify YPF against any liability according to Law No. 24,145, prior to
requesting its citation before the Court upon YPF’s response to the complaint.
The Argentine government, through an administrative decision, has denied any
responsibility to indemnify YPF for this matter, and YPF has sued the Argentine
government to obtain a judicial award declaring this administrative decision
null and void. In addition, a group of neighbors brought out-of-court claims
against YPF related to similar claims amounting to 5.
As a
result of development of new information produced after the issuance date of the
Company’s financial statements as of June 30, 2008, filed with the CNV on August
8, 2008, the Company’s Management has reassessed its consideration of some of
these claims, considering their outcome as probable. The effect of the
registration of the reserve estimated by the Company’s Management due to this
new outcome during the third quarter of 2008 was not material.
The
accompanying notes are an integral part of these financial
statements.
|
|
-
|
National Antitrust Protection
Board: On November 17, 2003, Antitrust Board requested
explanations, within the framework of an official investigation pursuant
to Art. 29 of the Antitrust Law, from a group of almost thirty natural gas
production companies, among them YPF, with respect to the following items:
(i) the inclusion of clauses purportedly restraining trade in natural gas
purchase/sale contracts; and (ii) observations on gas imports from
Bolivia, in particular (a) old expired contract signed by YPF, when it was
state-owned, and YPFB (the Bolivian state-owned oil company), under which
YPF allegedly sold Bolivian gas in Argentina at prices below the purchase
price; and (b) the unsuccessful attempts in 2001 by Duke and Distribuidora
de Gas del Centro to import gas into Argentina from Bolivia. On January
12, 2004, YPF submitted explanations in accordance with Art. 29 of the
Antitrust Law, contending that no antitrust violations had been committed
and that there had been no price discrimination between natural gas sales
in the Argentine market and the export market. On January 20, 2006, YPF
received a notification of resolution dated December 2, 2005, whereby the
Antitrust Board (i) rejected the “non bis in idem” petition filed by YPF,
on the grounds that ENARGAS was not empowered to resolve the issue when
ENARGAS Resolution No. 1,289 was enacted; and (ii) ordered that the
opening of the proceedings be undertaken pursuant to the provisions of
Section 30 of Law No. 25,156. On January 15, 2007, Antitrust Board charged
YPF and eight other producers with violations of Law No. 25,156. YPF has
contested the complaint on the basis that no violation of the Law took
place and that the charges are barred by the applicable statute of
limitations, and has presented evidence in support of its position. On
June 22, 2007, YPF presented to the Antitrust Board, without acknowledging
any conduct in violation of the Antitrust Law, a commitment consistent
with Article 36 of the Antitrust Law, requiring to the Antitrust Board to
approve the commitment, to suspend the investigation and to file the
proceedings.
|
The
Antitrust Board has started proceedings to investigate YPF for including a
clause in bulk LPG (Liquid Petroleum Gas) supply contracts that it believes
prevents the buyer from reselling the product to a third party and therefore
restricts competition in a manner detrimental to the general economic interest.
YPF has asserted that the contracts do not contain a prohibition against resale
to third parties and has offered evidence in support of its position. On April
12, 2007, YPF presented to the Antitrust Board, without acknowledging any
conduct in violation of the Antitrust Law, a commitment consistent with Article
36 of the Antitrust Law, in which it commits, among other things, to refrain
from including a clause with the destiny of the product in future bulk LPG
supply contracts.
|
|
-
|
Other environmental claims in
La Plata: On June 6, 2007, YPF was served with a new complaint in
which 9 residents of the vicinity of La Plata Refinery request: i) the
cease of contamination and other harms they claim are attributable to the
refinery; and ii) the clean-up of the adjacent channels, Río Santiago and
Río de la Plata (soil, water and acquiferous) or, if clean-up is
impossible, indemnification for environmental and personal damages. The
plaintiff has quantified damages in 51 or an amount to be determined from
evidence produced during the proceeding. YPF believes that most damages
that are alleged by the plaintiff, might be attributable to events that
occurred prior to YPF's privatization and would, therefore, be covered to
that extent by the indemnity granted by the Argentine Government in
accordance with the Privatization Law of YPF. Notwithstanding the
foresaid, the possibility of YPF being asked to afford these liabilities
is not discarded, in which case the Argentine Government must be asked to
reimburse the remediation expenses for liabilities existing prior to
January 1, 1991. In addition, the claim partially overlaps with the
request made by a group of neighbors of La Plata Refinery on June 29,
1999, mentioned in “La Plata environmental claims”. Accordingly, YPF
considers that the cases should be partially consolidated to the extent
that the claims overlap. Regarding claims not consolidated, for the time
being, information and documents in order to answer the claim are being
collected, and it is not possible to reasonably estimate the outcome, as
long as, if applicable, estimate the corresponding legal fees and expenses
that might result. The contamination that may exist could derive from
countless sources, including from disposal of waste over many years by
other industrial facilities and ships.
|
The
accompanying notes are an integral part of these financial
statements.
Additionally,
YPF is aware of an action that has not been served yet, in which the plaintiff
requests the clean-up of the channels adjacent to the La Plata Refinery, in Río
Santiago, and other sectors near the coast line, and, if such remediation is not
possible, an indemnification of 500 (approximately US$ 161 million) or an amount
to be determined from evidence produced in discovery. The claim partially
overlaps with the requests made by a group of neighbors of La Plata Refinery on
June 29, 1999, previously mentioned in “La Plata environmental claims”, and with
the complaint served on June 6, 2007, mentioned in the previous paragraph.
Accordingly, YPF considers that if it is served in this proceeding or any other
proceeding related to the same subject matters, the cases should be consolidated
to the extent that the claims overlap. With respect to claims not consolidated,
for the time being, it is not possible to reasonably estimate the monetary
outcome, as long as, if applicable, estimate the corresponding legal fees and
expenses that might result. Additionally, YPF believes that most damages alleged
by the plaintiff, if proved, might be attributable to events that occurred prior
to YPF's privatization and would therefore be the responsibility of the
Argentine Government in accordance with the Privatization Law concerning
YPF.
|
|
-
|
Other claims related to the
natural gas domestic market: Compañía Mega has claimed YPF for
cutbacks in natural gas supply pursuant to their respective sales
contract. YPF affirmed that the deliveries of natural gas to Mega were
affected by the interference of the Argentine Government. Besides, YPF
would not have any responsibility based on the events of force majeure,
fortuitous case and frustration of the contractual purpose. Despite YPF
has material arguments of defense, taking into account the characteristics
of the claims, they have been considered as possible
contingences.
|
|
|
-
|
Hydrocarbon’s concessions -
Provincial claims: YPF has been notified of the Resolution
No. 433/2008
issued by the Direction of Hydrocarbons, Ministry of Production of the
Province of Río Negro, concerning compliance with certain obligations
assumed as production concessionaire of the areas Barranca de los Loros,
Bajo del Piche, El Medianito and Los Caldenes, all of them located in the
Province of Río Negro. The resolution provides that YPF, among others, has
not complied with certain obligations as production concessionaire and
claims for damages to the
environment.
|
Considering
the previous paragraph and the dispositions of the Law No. 17,319 (Law of
Hydrocarbons), YPF was requested to submit its discharge at risk of termination
of the mentioned concessions. However, the mentioned Law grants the
concessionaire and/or licensee the right, prior to termination of the
concession, to cure a contractual breach within a certain period of time after
receiving notice thereof. In this order, on May 29, 2008, YPF filed a request
for nullification of the Resolution No. 433/2008, since this resolution
failed to grant YPF the mentioned right. Additionally, on June 13, 2008, YPF
presented the corresponding discharge, denying the mentioned
imputations.
|
|
-
|
Additionally,
the Company has received other labor, civil and commercial claims and
several claims from the AFIP and from provincial and municipal fiscal
authorities, not individually significant, which have not been reserved
since Management, based on the evidence available to date and upon the
opinion of its external counsels, has considered them to be possible
contingencies.
|
|
b)
|
Environmental
liabilities:
|
The
Company is subject to various laws and regulations relating to the protection of
the environment. These laws and regulations may, among other things, impose
liability on companies for the cost of pollution clean-up and environmental
damages resulting from operations. Management believes that the Company's
operations are in substantial compliance with the laws and regulations currently
in force relating to the protection of the environment, as such laws have
historically been interpreted and enforced.
The
accompanying notes are an integral part of these financial
statements.
However,
the Company is periodically conducting new studies to increase its knowledge
concerning the environmental situation in certain geographic areas where the
Company operates in order to establish their status, causes and solutions.
Furthermore, based on the aging of the environmental issue, the Company analyzes
the possible responsibility of Argentine Government, in accordance with the
contingencies assumed by the Argentine Government for liabilities existing prior
December 31, 1990. Until these studies are completed and evaluated, the Company
cannot estimate what additional costs, if any, will be required. However, it is
possible that other works, including provisional remedial measures, may be
required.
In
addition to the hydrocarbon wells abandonment legal obligations for 3,064 as of
June 30, 2008, the Company has reserved 266 corresponding to environmental
remediations, which evaluations and/or remediation works are probable,
significant and can also be reasonably estimated, based on the Company's
existing remediation program. Future legislative and technological changes may
cause a re-evaluation of the estimates. The Company cannot predict what
environmental legislation or regulation will be enacted in the future or how
future laws or regulations will be administered. In the long-term, this
potential changes and ongoing studies, could materially affect future results of
operations.
|
|
-
|
Contractual commitments:
In June 1998, YPF received an advanced payment for a crude oil
future delivery commitment for approximately US$ 315 million. The
pending amount of this advance for sales of crude oil was classified as
“Net advances from crude oil purchasers” on the balance sheet as of
December 31, 2007. As of June 30, 2008, the obligations corresponding to
the mentioned commitment had been completely
settled.
|
Additionally,
the Company has signed other contracts by means of which it has committed to buy
certain products and services, and to sell natural gas, liquefied petroleum gas
and other products. Some of the mentioned contracts include penalty clauses that
stipulate compensations for a breach of the obligation to receive, deliver or
transport the product object of the contract. In particular, YPF has
renegotiated certain natural gas export contracts, and has agreed certain
limited compensations in case of any delivery interruption or suspension, for
any reason, except for physical force majeure event.
On June
14, 2007, Resolution No. 599/2007 of the Secretariat of Energy was published
(the “Resolution”). This Resolution approved an agreement with natural gas
producers regarding the natural gas supply to the domestic market during the
period 2007 through 2011 (the “Agreement 2007-2011”), giving such producers a
five business-day term to enter into the Agreement 2007-2011. The purpose of
this Agreement 2007-2011 is to guarantee the normal supply of the natural gas
domestic market during the period 2007 through 2011, considering the domestic
market demand registered during 2006 plus the growth of residential and small
commercial customers’ consumption (the “Priority Demand”). According to the
Resolution, the producers that have signed the Agreement 2007-2011 commit to
supply a part of the Priority Demand according to certain percentage determined
for each producer based upon its share of production for the 36 months period
prior to April 2004. In case of shortage to supply Priority Demand, natural gas
exports of producers that did not sign the Agreement 2007-2011 will be the first
to be called upon in order to satisfy such mentioned shortage. The Agreement
2007-2011 also establishes terms of effectiveness and pricing provisions for the
Priority Demand consumption. Considering that the Resolution anticipates the
continuity of the regulatory mechanisms that affect the exports, YPF has
appealed the Resolution and has expressly stated that the execution of the
Agreement 2007-2011 does not mean any recognition by YPF of the validity of that
Resolution. On June 22, 2007, the National Direction of Hydrocarbons notified
that the Agreement 2007-2011 reached the sufficient level of subscription and
that it is currently in an implementation stage.
The
accompanying notes are an integral part of these financial
statements.
|
|
-
|
Regulatory requirements:
the Company is subject to certain regulations that require
satisfying the hydrocarbon market domestic demand. Among these
regulations, in October 11, 2006, Domestic Trade Secretary issued
Resolution No. 25/2006 which requires refiners and/or wholesale and/or
retail sellers to meet domestic market diesel demand. The resolution
requires, at least, to supply volumes equivalent to those of previous year
corresponding month, plus the positive correlation between the rise in
diesel demand and the rise of the Gross Domestic Product, accrued from the
reference month. The mentioned commercialization should be performed with
no distortion nor damage to the diesel market normal
operation.
|
In
connection with certain natural gas export contracts from the Noroeste basin in
Argentina, YPF presented to the Secretariat of Energy the accreditation of the
existence of natural gas reserves of that basin in adherence to export permits.
If the Secretariat of Energy considers that the natural gas reserves are
insufficient, it could resolve the partial or total suspension of one or several
export permits. Through SE Note No. 1,009/2006, the Secretariat of Energy
limited the exportable volumes of natural gas authorized by the SE Resolution
No. 167/1997 in a 20% (thus, 80% of the authorized exportable volumes remain
outstanding) by the SE Note N° 1,009/2006. All of this is connected with the
export authorization gave by the SE Resolution N° 167/1997.
During
2005, the Secretariat of Energy by means of Resolution No. 785/2005,
created the National Program of Hydrocarbons Warehousing Aerial Tank Loss
Control, measure aimed at reducing and correcting environmental pollution caused
by hydrocarbons warehousing-aerial tanks. YPF has begun to develop and implement
a technical and environmental audit plan as required by the
resolution.
|
|
-
|
Agreement with the Federal
Government and the Province of Neuquén: On December 28, 2000,
through Decree No. 1,252/2000, the Argentine Federal Executive Branch (the
“Federal Executive”) extended for an additional term of 10 years, until
November 2027, the concession for the exploitation of Loma La Lata -
Sierra Barrosa area granted to YPF. The extension was granted under the
terms and conditions of the Extension Agreement executed between the
Federal Government, the Province of Neuquén and YPF on December 5, 2000.
Under this agreement, YPF paid US$ 300 million to the Federal
Government for the extension of the concession mentioned above, which were
recorded in fixed assets and committed among other things to define a
disbursement and an investment program of US$ 8,000 million in the
Province of Neuquén from 2000 to 2017 and to pay to the Province of
Neuquén 5% of the net cash flows arising out of the concession during each
year of the extension term. The previously mentioned commitments have been
affected by the changes in economic rules established by Public Emergency
and Exchange System Reform Law
No. 25,561.
|
|
6.
|
SUMMARY
OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE
COMPANY AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES
OF AMERICA
|
The
condensed consolidated financial statements have been prepared in accordance
with Argentine GAAP, which differs in certain respects from generally accepted
accounting principles in the United States of America (“U.S.
GAAP”).
The
differences between Argentine GAAP and U.S. GAAP are reflected in the amounts
provided in Notes 7 and 8 and principally relate to the items discussed in the
following paragraphs:
|
a.
|
Functional
and reporting currency
|
Under
Argentine GAAP, financial statements are presented in constant Argentine pesos
(“reporting currency”), as mentioned in Note 1. Foreign currency transactions
are recorded in Argentine pesos by applying to the foreign currency amount the
exchange rate between the reporting and the foreign currency at the date of the
transaction. Exchange rate differences arising on monetary items in foreign
currency are recognized in the income statement of each period.
Under U.S.
GAAP, a definition of the functional currency is required, which may differ from
the reporting currency. Management has determined for YPF and certain of its
subsidiaries and investees the U.S. dollar as its functional currency in
accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52,
“Foreign Currency translation”
The
accompanying notes are an integral part of these financial
statements.
(“SFAS No.
52”). Therefore, the Company has remeasured into U.S. dollars its financial
statements and the financial statements of the mentioned subsidiaries and
investees as of June 30, 2008, June 30, 2007 and December 31, 2007, prepared in
accordance with Argentine GAAP by applying the procedures specified in SFAS No.
52. The objective of the remeasurement process is to produce the same results
that would have been reported if the accounting records had been kept in the
functional currency. Accordingly, monetary assets and liabilities are remeasured
at the balance sheet date (current) exchange rate. Amounts carried at prices in
past transactions are remeasured at the exchange rates in effect when the
transactions occurred. Revenues and expenses are remeasured on a monthly basis
at the average rates of exchange in effect during the period, except for
consumption of nonmonetary assets, which are remeasured at the rates of exchange
in effect when the respective assets were acquired. Translation gains and losses
on monetary assets and liabilities arising from the remeasurement are included
in the determination of net income (loss) in the period such gains and losses
arise. For certain YPF’s subsidiary and investees, Management has determined the
Argentine peso as its functional currency. Translation adjustments resulting
from the process of translating the financial statements of the mentioned
subsidiary and investees into U.S. dollars are not included in determining net
income and are reported in other comprehensive income (“OCI”) as a component of
shareholders’ equity.
The
amounts obtained from the process referred to above are translated into
Argentine pesos following the provisions of SFAS No. 52. Assets and liabilities
were translated at the current selling exchange rate of Argentine pesos 3.03 and
3.15 to US$ 1, as of June 30, 2008 and December 31, 2007, respectively.
Revenues, expenses, gains and losses reported in the income statement are
translated at the exchange rate existing at the time of each transaction or, if
appropriate, at the weighted average of the exchange rates during the period.
Translation effects of exchange rate changes are included in OCI as a component
of shareholders’ equity.
|
b.
|
Proportional
consolidation
|
As
discussed in Note 1, YPF has proportionally consolidated, net of intercompany
transactions, assets, liabilities, net sales, cost and expenses of investees in
which joint control is held. Under U.S. GAAP these investees are accounted for
by the equity method. The mentioned proportional consolidation generated under
Argentine GAAP an increase of 530 and 486, in total assets and total liabilities
as of June 30, 2008 and December 31, 2007, respectively, and an increase of 903
and 647 in net sales and 498 and 331 in operating income for the six-month
periods ended June 30, 2008 and 2007, respectively.
|
c.
|
Valuation
of inventories
|
As
described in Note 2.b, the Company values its inventories of refined products
for sale, products in process of refining and separation, crude oil and natural
gas at replacement cost. Under U.S. GAAP, these inventories should be valued at
the lower of cost or market, which is defined as replacement cost, provided that
it does not exceed net realizable value or is not less than net realizable value
reduced by a normal profit margin. As the turnover ratio of inventories is high,
there have been no significant differences between inventories valued at
replacement cost and at historical cost using first in first out (“FIFO”) method
for the periods and year presented.
|
d.
|
Impairment
of long-lived assets
|
Under
Argentine GAAP, in order to perform the recoverability test, long-lived assets
are grouped with other assets at business segment level. With respect to
long-lived assets that were held as pending for sale or disposal, the Company’s
policy is to record these assets, on an individual basis, at amounts that did
not exceed net realizable value.
Under U.S.
GAAP, for proved oil and gas properties, the Company performs the impairment
test on an individual field basis. Other long-lived assets are aggregated so
that the discrete cash flows produced by each group of assets may be separately
analyzed. Each asset is tested following the guidelines of SFAS No. 144,
“Accounting for the Impairment
of Long-Lived Assets”, by comparing the net book value of such an asset
with the expected undiscounted cash flows. Impairment losses are measured as the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. When market values are not available, the Company estimates them using
the expected future cash flows discounted at a rate commensurate with the risks
associated with the recovery of the assets.
Accumulated
impairment recorded as of June 30, 2008 and December 31, 2007, was mainly the
result of a decrease in oil and gas reserves affecting certain long – lived
assets of the YPF’s Exploration and Production Business Segment.
The
accompanying notes are an integral part of these financial
statements.
There were
no impairment charges under U.S. GAAP for the six-month periods ended June 30,
2008 and 2007.
The
adjusted book value after impairment under U.S. GAAP results in lower
depreciation of 74 and 85 for the six-month periods ended June 30, 2008 and
2007, respectively. Additionally, the reconciliation adjustment of 16 for the
six-month period ended June 30, 2007, includes a loss of 69 for the elimination
of the reversal of an impairment charge made under Argentine GAAP, which is not
allowed under U.S. GAAP.
|
e.
|
Reorganization
of entities under common control
|
Under
Argentine GAAP, results on sales of noncurrent assets and the corresponding
accounts receivable are recognized in the statement of income and the balance
sheet, respectively. Under U.S. GAAP, results related with reorganization of
entities under common control are eliminated and the corresponding accounts
receivable are considered as a capital (dividend) transaction.
During the
six-month period ended June 30, 2007, the Company collected the account
receivables related with the reorganization of entities under common control.
Accordingly, no shareholders’ equity adjustment is required as of June 30, 2008
and December 31, 2007. Net income reconciliation for the six-month period ended
June 30, 2007, includes the elimination of interests accrued under Argentine
GAAP in relation with the mentioned account receivables, which should not be
recognized under U.S. GAAP.
As
displayed in Note 2.e, YPF Holdings Inc. has a non-contributory defined-benefit
pension plan and other postretirement and postemployment benefits.
Under
Argentine GAAP, the net liability for defined-benefits plans is the amount
resulting from the sum of the present value of the obligations, net of the fair
value of the plan assets and net of the unrecognized actuarial losses. These
unrecognized actuarial losses are recorded in the statement of income during the
expected average remaining working lives of the employees participating in the
plans and the life expectancy of retired employees.
Under U.S.
GAAP the Company adopted SFAS No. 158 “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements
No. 87, 88, 106, and 132 (R)” (“SFAS No. 158”). Under provisions of SFAS
No. 158 the Company fully recognized the under funded status of defined-benefit
pension and postretirement plans as a liability in the financial statements
reducing the Company’s shareholders’ equity through Accumulated OCI account.
Unrecognized actuarial losses and gains are recognized in the statement of
income during the expected average remaining working lives of the employees
participating in the plans and the life expectancy of retired
employees.
The total
effect under U.S. GAAP of the settlement of the pension plans mentioned in Note
2.e was US$ 66 million.
|
g.
|
Accounting
for asset retirement obligations
|
SFAS
No. 143, “Accounting for
Asset Retirement Obligations” (“SFAS No. 143”), addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement cost. The
standard applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and normal use of the asset. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred, if a reasonable estimate of fair value can be made. The
asset retirement obligations liability is built up in cash flow layers, with
each layer being discounted using the discount rate as of the date that the
layer was created. Remeasurement of the entire obligation using current discount
rates is not permitted. Each cash flow layer is added to the carrying amount of
the associated asset. This additional carrying amount is then depreciated over
the life of the asset. The liability is increased due to the passage of time
based on the time value of money (“accretion expense”) until the obligation is
settled. The activity with respect to retirement obligations under U.S. GAAP is
detailed in Note 8.c.
Argentine
GAAP is similar to SFAS No. 143, except for a change in the discount rate is
treated as a change in estimates, so the entire liability must be recalculated
using the current discount rate, being the change added or reduced from the
related asset.
The
accompanying notes are an integral part of these financial
statements.
|
h.
|
Consolidation
of variable interest entities - Interpretation of ARB No.
51
|
Under
Argentine GAAP consolidation is based on having the votes necessary to control
corporate decisions (Note 1). FIN No. 46R, “Consolidation of Variable Interest
Entities” (“FIN 46R”), clarifies the application of Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to certain
entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. The interpretations explain how to identify variable
interest entities and how an enterprise assesses its interests in a variable
interest entity to decide whether to consolidate that entity. They require
existing unconsolidated variable interest entities to be consolidated by their
primary beneficiaries if the entities do not effectively disperse risks among
parties involved.
Until May
2008, YPF had operations with one variable interest entity (“VIE”) which has
been created in order to structure YPF’s future deliveries of oil (“FOS
transaction”).
YPF
entered into a forward oil sale agreement that called for the future delivery of
oil for the life of the contract. YPF was paid in advance for the future
delivery of oil. The price of the oil to be delivered was calculated using
various factors, including the expected future price and quality of the crude
oil being delivered. The counterparty or assignee to the oil supply agreement
was a VIE incorporated in the Cayman Islands, which financed itself through the
issuance of notes. The oil to be delivered under the supply agreement was
subsequently sold in the open market.
YPF was
exposed to any change in the price of the crude oil it delivered under the
outstanding FOS transaction. YPF’s exposure derived from crude oil swap
agreements under which YPF paid a fixed price with respect to the nominal amount
of the crude oil sold, and received the variable market price of such crude
oil.
In May
2008, YPF delivered the last barrels committed under the FOS transaction;
consequently the transaction and the swap agreement expired. As of June 30,
2008, no shareholder’s equity reconciliation adjustment is
required.
As of
December 31, 2007 the effect before taxes of such consolidation was an increase
in the “Loans” account of 68, an increase of current assets of 24, the
elimination of “Net advances from crude oil purchasers” of 9 and a decrease in
shareholders’ equity of 35.
|
i.
|
Capitalization
of financial expenses
|
Under
Argentine GAAP, for those assets that necessarily take a substantial period of
time to get ready for its intended use, borrowing costs (including interest and
exchange differences) should be capitalized. Accordingly, borrowing costs for
those assets whose construction period exceeds one year have been capitalized,
provided that such capitalization does not exceed the amount of financial
expense recorded in that period or year.
Under U.S.
GAAP, only interest expense on qualifying assets must be capitalized, regardless
of the asset’s construction period.
The effect
on net income and shareholders’ equity as of June 30, 2008 and comparative
information is included in “Capitalization of financial expenses” in the
reconciliation in Note 7.
|
j.
|
SFAS
Interpretation No. 48, “Accounting for uncertainty in
income taxes – an interpretation of FASB Statement No. 109” (“FIN
48”)
|
FIN 48
defines the criteria an individual tax position must meet for any part of the
benefit of such position to be recognized in the financial statements. FIN 48
establishes “a more-likely-than-not” recognition threshold that must be met
before a tax benefit can be recognized in the financial statements. FIN 48 also
provides guidance, among other things, on the measurement of the income tax
benefit associated with uncertain tax positions, de-recognition, classification,
interest and penalties and financial statement disclosures.
The
Company implemented FIN 48 in January, 2007. As it is defined in this
interpretation, the Company has reassessed whether the “more-likely-than-not”
recognition threshold has been met before a tax benefit can be recognized and
how
The
accompanying notes are an integral part of these financial
statements.
much of a
tax benefits to recognize in the financial statements. The adoption of FIN 48
did not have an impact on YPF’s financial position. There were no unrecognized
tax benefits as of December 31, 2007 and June 30, 2008.
Under
Argentine tax regime, as of June 30, 2008, fiscal years 2002 through 2007 remain
subject to examination by the Federal Administration of Public Revenues
(“AFIP”).
|
k.
|
SFAS
No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities
|
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement
No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other items at fair
value. Unrealized gains and losses on items for which the fair value option has
been elected will be recognized in earnings at each subsequent reporting date.
SFAS No. 159 was effective for the Company on January 1, 2008. The
adoption of SFAS No. 159 did not have a material impact on its financial
position results of operations and cash flows as the Company did not use the
fair value option.
|
l.
|
SFAS
No.141(R), “Business Combinations” and SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements — an amendment of ARB No.
51”
|
In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”
(“SFAS No. 141(R)”) which requires the recognition of assets acquired,
liabilities assumed, and any noncontrolling interest in an acquiree at the
acquisition date fair value with limited exceptions. SFAS No. 141(R) will
change the accounting treatment for certain specific items and includes a
substantial number of new disclosure requirements. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements — an Amendment of ARB No. 51”
(“SFAS No. 160”), which establishes new accounting and reporting standards for
noncontrolling interest (minority interest) and for the deconsolidation of a
subsidiary. SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling interest. SFAS
No. 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008.
|
m.
|
SFAS
No. 161, Disclosures about Derivative Instruments and Hedging
Activities
|
In March
2008 the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”. The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
SFAS 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The Company does not anticipate that the adoption of this new
statement at the required effective date will have a significant effect in its
results of operations, financial position or cash flows.
|
n.
|
SFAS
No. 162, The Hierarchy of Generally Accepted Accounting
Principles
|
In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. This Statement identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles
(GAAP) in the United States (the GAAP hierarchy). This Statement applies to
financial statements of nongovernmental entities that are presented in
conformity with GAAP. This Statement shall be effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board
(PCAOB) amendments to AU Section 411 “The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles”. The Company will
adopt this Statement, upon its effective date, for the preparation of its
financial statements in future fiscal years.
The
accompanying notes are an integral part of these financial
statements.
|
7.
|
RECONCILIATION
OF NET INCOME AND SHAREHOLDERS' EQUITY TO GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN THE UNITED STATES OF
AMERICA
|
The
following is a summary of the significant adjustments to net income for each of
the six-month periods ended June 30, 2008 and 2007 (unaudited), and to
shareholders' equity as of June 30, 2008 (unaudited) and December 31, 2007,
which would have been required if U.S. GAAP had been applied instead of
Argentine GAAP in the consolidated financial statements. Amounts are expressed
in millions of Argentine pesos.
|
|
|
For
the six-month
period
ended June 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Net
income according to Argentine GAAP
|
|
|
2,254 |
|
|
|
2,144 |
|
|
Increase
(decrease) due to:
|
|
|
|
|
|
|
|
|
|
Elimination
of the inflation adjustment into Argentine constant pesos (Note
1 and 6.a)
|
|
|
364 |
|
|
|
393 |
|
|
Remeasurement
into functional currency and translation into reporting currency (Note
6.a)
|
|
|
(1,091 |
) |
|
|
(641 |
) |
|
Impairment
of long-lived assets (Note 6.d)
|
|
|
74 |
|
|
|
16 |
|
|
Reorganization
of entities under common control - Interest from accounts receivable
(Note
6.e)
|
|
|
- |
|
|
|
(15 |
) |
|
Pension
Plans (Note 6.f)
|
|
|
(107 |
) |
|
|
(9 |
) |
|
Asset
Retirement Obligations (Note 6.g)
|
|
|
(31 |
) |
|
|
7 |
|
|
Consolidation
of VIEs (Note 6.h)
|
|
|
35 |
|
|
|
13 |
|
|
Capitalization
of financial expenses (Note 6.i)
|
|
|
7 |
|
|
|
21 |
|
|
Deferred
income tax (1)
|
|
|
(1 |
) |
|
|
(14 |
) |
|
Net
income in accordance with U.S. GAAP
|
|
|
1,504 |
|
|
|
1,915 |
|
|
|
|
As
of
|
|
|
|
|
June
30,
2008
|
|
|
December
31,
2007
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders'
equity according to Argentine GAAP
|
|
|
21,511 |
|
|
|
26,060 |
|
|
Increase
(decrease) due to:
|
|
|
|
|
|
|
|
|
|
Elimination
of the inflation adjustment into Argentine constant pesos (Note
1 and 6.a)
|
|
|
(3,838 |
) |
|
|
(4,203 |
) |
|
Remeasurement
into functional currency and translation into reporting
currency (Note 6.a)
|
|
|
5,740 |
|
|
|
7,723 |
|
|
Impairment
of long-lived assets (Note 6.d)
|
|
|
(461 |
) |
|
|
(554 |
) |
|
Pension
plans (Note 6.f)
|
|
|
(20 |
) |
|
|
(65 |
) |
|
Asset
Retirement Obligations (Note 6.g)
|
|
|
(47 |
) |
|
|
(17 |
) |
|
Consolidation
of VIEs (Note 6.h)
|
|
|
- |
|
|
|
(35 |
) |
|
Capitalization
of financial expenses (Note 6.i)
|
|
|
218 |
|
|
|
220 |
|
|
Deferred
income tax (1)
|
|
|
(60 |
) |
|
|
(62 |
) |
|
Shareholders'
equity in accordance with U.S. GAAP
|
|
|
23,043 |
|
|
|
29,067 |
|
|
(1)
|
Corresponds
to the effect of Deferred Income Tax, if applicable, to U.S. GAAP
adjustments.
|
The
accompanying notes are an integral part of these financial
statements.
The
summarized balance sheets as of June 30, 2008 and December 31, 2007, and
statements of income and cash flows for the six-month periods ended on June 30,
2008 and 2007, remeasured into U.S. dollar and translated into Argentine pesos
under U.S. GAAP, after giving effect to the adjustments detailed above and the
elimination of the proportional consolidation performed under Argentine GAAP,
are presented only for the convenience of the readers and would be as
follows:
|
|
|
As
of
|
|
|
Summarized
consolidated balance sheets
|
|
June
30,
2008
|
|
|
December
31,
2007
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
8,343 |
|
|
|
10,695 |
|
|
Fixed
assets
|
|
|
26,931 |
|
|
|
27,372 |
|
|
Other
non current assets
|
|
|
2,497 |
|
|
|
2,679 |
|
|
Total
assets
|
|
|
37,771 |
|
|
|
40,746 |
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
8,337 |
|
|
|
5,719 |
|
|
Non
current liabilities
|
|
|
6,391 |
|
|
|
5,960 |
|
|
Shareholders'
equity
|
|
|
23,043 |
|
|
|
29,067 |
|
|
Total
liabilities and shareholders' equity
|
|
|
37,771 |
|
|
|
40,746 |
|
|
|
|
For
the six-month periods
ended
June 30,
|
|
|
Summarized
consolidated statements of income
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
|
15,552 |
|
|
|
12,400 |
|
|
Operating
income (Note 8.a)
|
|
|
2,777 |
|
|
|
2,742 |
|
|
Net
income
|
|
|
1,504 |
|
|
|
1,915 |
|
|
Earnings
per share, basic and diluted
|
|
|
3.82 |
|
|
|
4.87 |
|
|
|
|
For
the six-month periods
ended
June 30,
|
|
|
Summarized
consolidated statements of cash flows
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Net
cash flow provided by operating activities
|
|
|
7,110 |
|
|
|
3,250 |
|
|
Net
cash flow used in investing activities
|
|
|
(2,785 |
) |
|
|
(2,493 |
) |
|
Net
cash flow used in financing activities
|
|
|
(4,422 |
) |
|
|
(1,302 |
) |
|
Decrease
in cash and equivalents
|
|
|
(97 |
) |
|
|
(545 |
) |
|
Cash
and equivalents at the beginning of years
|
|
|
610 |
|
|
|
821 |
|
|
Exchange
differences from cash and equivalents
|
|
|
(10 |
) |
|
|
2 |
|
|
Cash
and equivalents at the end of period (1)
|
|
|
503 |
|
|
|
278 |
|
|
(1)
|
Cash
and equivalents from jointly controlled companies which are proportionally
consolidated for Argentine GAAP purposes are not
included.
|
The
accompanying notes are an integral part of these financial
statements.
|
8.
|
ADDITIONAL
U.S. GAAP DISCLOSURES
|
| |
|
|
a)
|
Consolidated
operating income |
Under U.S.
GAAP, costs charged to income for environmental remediation, holding gains on
inventories, impairment of long-lived assets, the elimination of operating
results of jointly controlled companies proportionally consolidated, pending
lawsuits and other claims costs and other items which are not individually
significant, would have been deducted from or added to operating
income.
Net income
under U.S. GAAP as determined in Note 7 is approximately the same as
comprehensive income as defined by SFAS No. 130, “Reporting Comprehensive
Income” (“SFAS 130”) for all periods presented, except for the effect in
the six-month periods ended June 30, 2008 and December 31, 2007 of the following
items, that should be included in Accumulated other comprehensive income for
U.S. GAAP purposes but are excluded from net income for U.S. GAAP
purposes:
|
|
|
As
of
|
|
|
|
|
June
30,
|
|
|
December
31,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Effect
arising from the translation into reporting currency (1)
|
|
|
14,593 |
|
|
|
15,485 |
|
|
Pension
plans and other postretirement and postemployment benefits(2)
|
|
|
(54 |
) |
|
|
(208 |
) |
|
Accumulated
other comprehensive income at the end of period/year
|
|
|
14,539 |
|
|
|
15,277 |
|
(1) Has no
tax effect.
(2)
Valuation allowance has been recorded to offset the recognized income tax
effect.
|
c)
|
Assets
retirement obligation
|
Under
Argentine regulations, the Company has the obligation to incur costs related to
the abandonment of hydrocarbon wells. The Company does not have assets legally
restricted for purposes of settling the obligation.
The
reconciliation of the beginning and ending aggregate carrying amount of assets
retirement obligation, translated into Argentine pesos at the outstanding
selling exchange rate at the end of each period or year and under U.S. GAAP, is
as follows:
| |
|
|
As
of
|
|
| |
|
|
|
|
|
|
|
|
|
Aggregate
assets retirement obligation, beginning of year
|
|
|
3,036 |
|
|
|
2,441 |
|
|
Translation
effect
|
|
|
(136 |
) |
|
|
83 |
|
|
Revision
in estimated cash flows
|
|
|
364 |
|
|
|
314 |
|
|
Obligations
incurred
|
|
|
- |
|
|
|
67 |
|
|
Accretion
expense
|
|
|
118 |
|
|
|
197 |
|
|
Obligations
settled
|
|
|
(27 |
) |
|
|
(66 |
) |
|
Aggregate
assets retirement obligation, end of period/year
|
|
|
3,355 |
|
|
|
3,036 |
|
|
d)
|
Fair
Value
Measurements
|
In
September 2006, FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS 157”), which became effective for the Company on January 1,
2008. SFAS 157 defines fair value, establishes a framework for measuring
fair value and
The
accompanying notes are an integral part of these financial
statements.
expands
disclosure requirements about fair value measurements. SFAS 157 does not
mandate any new fair-value measurements and is applicable to assets and
liabilities that are required to be recorded at fair value under other
accounting pronouncements. Implementation of this standard did not have a
material effect on the Company’s results of operations or consolidated financial
position.
SFAS 157
establishes three levels of the fair-value hierarchy based on the sources of the
inputs used in the measurement of the fair value, which are described
below:
Level 1:
Quoted prices (unadjusted) in active markets for identical assets and
liabilities.
Level 2:
Inputs other than Level 1 that are observable, either directly or
indirectly.
Level 3:
Unobservable inputs.
The
initial application of SFAS 157 on January 1, 2008, had no effect on the
Company’s existing fair-value measurement practices and is limited to the
Company's investments in mutual funds and government bonds. The fair value
measurements for these assets are based on quoted prices or observable market
inputs. The fair value of these assets and the related gains or losses
from periodic measurement at fair value is immaterial to the Company's financial
statements.
In
February 2008, the FASB issued FASB Staff Position (“FSP”)
SFAS No. 157-1, Application of FASB Statement
No. 157 to FASB Statement No. 13 and Its Related Interpretive
Accounting Pronouncements That Address Leasing Transactions
(“FSP 157-1”), which became effective for the Company on January 1,
2008. This FSP excludes SFAS No. 13, Accounting for Leases, and its related
interpretive accounting pronouncements from the provisions of
SFAS 157.
Also in
February 2008, the FASB issued FSP SFAS 157-2, Effective Date of FASB Statement
No. 157, which delayed the Company’s application of SFAS 157
for nonrecurring non financial assets and liabilities until January 1,
2009. In this regard, the major categories of assets and liabilities for which
the Company will not apply the provisions of SFAS 157 until January 1,
2009, are long-lived assets that are measured at fair value upon impairment. The
Company does not expect the adoption to have a material impact on the Company’s
financial statements.
|
9.
|
OTHER
CONDENSED CONSOLIDATED FINANCIAL STATEMENT
INFORMATION
|
The
following tables present additional consolidated financial statement disclosures
required under Argentine GAAP. Certain information disclosed in these tables is
not required as part of the basic financial statements under U.S.
GAAP.
|
a)
|
Fixed
assets evolution
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
2008
|
|
|
|
|
Cost
|
|
|
Main
account
|
|
Amounts
at beginning of year
|
|
|
Translation
net effect (5)
|
|
|
Increases
|
|
|
Net
decreases, transfers and reclassifications
|
|
|
Amounts
at
end
of period
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
and buildings
|
|
|
2,391 |
|
|
|
- |
|
|
|
- |
|
|
|
45 |
|
|
|
2,436 |
|
|
Mineral
property, wells and related equipment
|
|
|
51,595 |
|
|
|
(25 |
) |
|
|
351 |
|
|
|
1,733 |
|
|
|
53,654 |
|
|
Refinery
equipment and petrochemical plants
|
|
|
9,227 |
|
|
|
- |
|
|
|
3 |
|
|
|
84 |
|
|
|
9,314 |
|
|
Transportation
equipment
|
|
|
1,887 |
|
|
|
- |
|
|
|
- |
|
|
|
13 |
|
|
|
1,900 |
|
|
Materials
and equipment in warehouse
|
|
|
791 |
|
|
|
- |
|
|
|
362 |
|
|
|
(298 |
) |
|
|
855 |
|
|
Drilling
and work in progress
|
|
|
4,617 |
|
|
|
1 |
|
|
|
2,273 |
|
|
|
(1,662 |
) |
|
|
5,229 |
|
|
Exploratory
drilling in progress
|
|
|
147 |
|
|
|
- |
|
|
|
147 |
|
|
|
(116 |
) |
|
|
178 |
|
|
Furniture,
fixtures and installations
|
|
|
622 |
|
|
|
- |
|
|
|
4 |
|
|
|
(1 |
) |
|
|
625 |
|
|
Selling
equipment
|
|
|
1,406 |
|
|
|
- |
|
|
|
1 |
|
|
|
19 |
|
|
|
1,426 |
|
|
Other
property
|
|
|
377 |
|
|
|
(1 |
) |
|
|
26 |
|
|
|
(20 |
) |
|
|
382 |
|
|
Total
2008
|
|
|
73,060 |
|
|
|
(25 |
) |
|
|
3,167 |
(2) |
|
|
(203 |
)(1) |
|
|
75,999 |
|
|
Total
2007
|
|
|
61,939 |
|
|
|
3 |
|
|
|
2,529 |
|
|
|
5,045 |
(1)(6) |
|
|
69,516 |
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
Main
account
|
|
Accumulated
at
beginning
of
year
|
|
|
Net
decreases, transfers
and reclassifications
|
|
Depreciation
rate
|
|
Increases
|
|
|
Accumulated
at
end of
period
|
|
|
Net
book
value
as of
06-03-08
|
|
Net
book
value
as of
06-30-07
|
|
Net
book
value
as of
12-31-07
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
and buildings
|
|
|
1,108 |
|
|
|
(1 |
) |
|
|
2 |
% |
|
|
27 |
|
|
|
1,134 |
|
|
|
1,302 |
|
|
|
1,277 |
|
|
|
1,283 |
|
|
Mineral
property, wells and related equipment
|
|
|
37,131 |
|
|
|
(2 |
) |
|
|
|
(4) |
|
|
1,732 |
|
|
|
38,861 |
|
|
|
14,793 |
(3) |
|
|
13,425 |
(3) |
|
|
14,464 |
(3) |
|
Refinery
equipment and petrochemical plants
|
|
|
6,139 |
|
|
|
(2 |
) |
|
|
4 -
10 |
% |
|
|
202 |
|
|
|
6,339 |
|
|
|
2,975 |
|
|
|
3,000 |
|
|
|
3,088 |
|
|
Transportation
equipment
|
|
|
1,324 |
|
|
|
(1 |
) |
|
|
4 -
5 |
% |
|
|
30 |
|
|
|
1,353 |
|
|
|
547 |
|
|
|
561 |
|
|
|
563 |
|
|
Materials
and equipment in warehouse
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
855 |
|
|
|
645 |
|
|
|
791 |
|
|
Drilling
and work in progress
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5,229 |
|
|
|
4,467 |
|
|
|
4,617 |
|
|
Exploratory
drilling in progress
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
178 |
|
|
|
129 |
|
|
|
147 |
|
|
Furniture,
fixtures and installations
|
|
|
523 |
|
|
|
(1 |
) |
|
|
10 |
% |
|
|
18 |
|
|
|
540 |
|
|
|
85 |
|
|
|
120 |
|
|
|
99 |
|
|
Selling
equipment
|
|
|
1,056 |
|
|
|
- |
|
|
|
10 |
% |
|
|
29 |
|
|
|
1,085 |
|
|
|
341 |
|
|
|
334 |
|
|
|
350 |
|
|
Other
property
|
|
|
298 |
|
|
|
(8 |
) |
|
|
10 |
% |
|
|
8 |
|
|
|
298 |
|
|
|
84 |
|
|
|
80 |
|
|
|
79 |
|
|
Total
2008
|
|
|
47,579 |
|
|
|
(15 |
)(1) |
|
|
|
|
|
|
2,046 |
|
|
|
49,610 |
|
|
|
26,389 |
|
|
|
|
|
|
|
|
|
|
Total
2007
|
|
|
39,377 |
|
|
|
4,089 |
(1)(6) |
|
|
|
|
|
|
2,012 |
|
|
|
45,478 |
|
|
|
|
|
|
|
24,038 |
|
|
|
25,481 |
|
|
(1)
|
Includes
2 and 73 of net book value charged to fixed assets allowances for the
six-month periods ended June 30, 2008 and 2007,
respectively.
|
|
(2)
|
Includes
351 corresponding to the future cost of hydrocarbon wells abandonment
obligations for the six-month period ended June 30,
2008.
|
|
(3)
|
Includes
764, 920 and 851 of mineral property as of June 30, 2008 and 2007 and
December 31, 2007, respectively.
|
|
(4)
|
Depreciation
has been calculated according to the unit of production
method.
|
|
(5)
|
Includes
the net effect of the exchange differences arising from the translation of
fixed assets net book values at beginning of the year in foreign
companies.
|
|
(6)
|
Includes
5,291 of cost and 4,094 of accumulated depreciation corresponding to oil
and gas exploration and producing areas, which were disclosed as held for
sale as of December 31, 2006.
|
The
accompanying notes are an integral part of these financial
statements.
|
|
|
For
the six-month periods
ended
June 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Inventories
at beginning of year
|
|
|
2,573 |
|
|
|
1,697 |
|
|
Purchases
for the period
|
|
|
3,924 |
|
|
|
2,568 |
|
|
Production
costs (Note 9.c)
|
|
|
7,135 |
|
|
|
6,072 |
|
|
Holding
gains on inventories
|
|
|
123 |
|
|
|
119 |
|
|
Inventories
at end of period
|
|
|
(2,854 |
) |
|
|
(2,157 |
) |
|
Cost
of sales
|
|
|
10,901 |
|
|
|
8,299 |
|
|
|
|
For
the six-month periods ended June 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
Production
costs
|
|
|
Administrative
expenses
|
|
|
Selling
expenses
|
|
|
Exploration
expenses
|
|
|
Total
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and social security taxes
|
|
|
485 |
|
|
|
97 |
|
|
|
98 |
|
|
|
25 |
|
|
|
705 |
|
|
|
604 |
|
|
Fees
and compensation for services
|
|
|
98 |
|
|
|
166 |
|
|
|
21 |
|
|
|
1 |
|
|
|
286 |
|
|
|
213 |
|
|
Other
personnel expenses
|
|
|
158 |
|
|
|
47 |
|
|
|
12 |
|
|
|
9 |
|
|
|
226 |
|
|
|
179 |
|
|
Taxes,
charges and contributions
|
|
|
139 |
|
|
|
13 |
|
|
|
188 |
|
|
|
- |
|
|
|
340 |
|
|
|
250 |
|
|
Royalties
and easements
|
|
|
1,138 |
|
|
|
- |
|
|
|
3 |
|
|
|
7 |
|
|
|
1,148 |
|
|
|
984 |
|
|
Insurance
|
|
|
55 |
|
|
|
3 |
|
|
|
5 |
|
|
|
- |
|
|
|
63 |
|
|
|
60 |
|
|
Rental
of real estate and equipment
|
|
|
189 |
|
|
|
3 |
|
|
|
34 |
|
|
|
- |
|
|
|
226 |
|
|
|
185 |
|
|
Survey
expenses
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50 |
|
|
|
50 |
|
|
|
100 |
|
|
Depreciation
of fixed assets
|
|
|
1,970 |
|
|
|
23 |
|
|
|
52 |
|
|
|
1 |
|
|
|
2,046 |
|
|
|
2,012 |
|
|
Industrial
inputs, consumable materials and supplies
|
|
|
279 |
|
|
|
3 |
|
|
|
25 |
|
|
|
2 |
|
|
|
309 |
|
|
|
328 |
|
|
Operation
services and other service contracts
|
|
|
526 |
|
|
|
10 |
|
|
|
40 |
|
|
|
5 |
|
|
|
581 |
|
|
|
345 |
|
|
Preservation,
repair and maintenance
|
|
|
917 |
|
|
|
10 |
|
|
|
22 |
|
|
|
1 |
|
|
|
950 |
|
|
|
801 |
|
|
Contractual
commitments
|
|
|
156 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
156 |
|
|
|
232 |
|
|
Unproductive
exploratory drillings
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
109 |
|
|
|
109 |
|
|
|
73 |
|
|
Transportation,
products and charges
|
|
|
448 |
|
|
|
- |
|
|
|
549 |
|
|
|
- |
|
|
|
997 |
|
|
|
838 |
|
|
Allowance
for doubtful trade receivables
|
|
|
- |
|
|
|
- |
|
|
|
(22 |
) |
|
|
- |
|
|
|
(22 |
) |
|
|
34 |
|
|
Publicity
and advertising expenses
|
|
|
- |
|
|
|
30 |
|
|
|
42 |
|
|
|
- |
|
|
|
72 |
|
|
|
62 |
|
|
Fuel,
gas, energy and miscellaneous
|
|
|
577 |
|
|
|
24 |
|
|
|
33 |
|
|
|
8 |
|
|
|
642 |
|
|
|
372 |
|
|
Total
2008
|
|
|
7,135 |
|
|
|
429 |
|
|
|
1,102 |
|
|
|
218 |
|
|
|
8,884 |
|
|
|
|
|
|
Total
2007
|
|
|
6,072 |
|
|
|
361 |
|
|
|
992 |
|
|
|
247 |
|
|
|
|
|
|
|
7,672 |
|
The
accompanying notes are an integral part of these financial
statements.
Extension
of of Exploitation Concessions in the province of Neuquén
During the
month of September, pursuant to the notice provided to firms holding
exploitation concessions by the Province of Neuquén, through provincial decree
No. 822/08, YPF entered into a Memorandum of Agreement provided under such
Regulation and an Addendum to such agreement (hereinafter, the “Memorandum of
Agreement”) to extend the term of the exploitation concessions identified below,
which was to become effective upon its approval by the Legislature of the
Province of Neuquén.
On October
2008, Provincial Act No. 2615 approved the Memorandum of Agreement, which was
enacted by provincial executive decree No. 1830/08, and was published in
Official Gazette No. 3109 of the Province of Neuquén.
The
Memorandum of Agreement between YPF and the Province of Neuquén establishes the
following provisions, among others:
|
|
·
|
Concessions
involved: Cerro Bandera, Señal Cerro Bayo, Chihuido de la Sierra Negra, El
Portón, Filo Morado, Octógono, Señal Picada – Punta Barda and Puesto
Hernández.
|
|
|
·
|
Extension
of concession terms within the province of Neuquén:
exploitation concession terms, which were originally set to expire on
November 14, 2017, are extended for a 10-year term, which means that they
will expire on November 14, 2027.
|
|
|
·
|
Under
Provincial Decree No. 822/08, YPF undertook the following commitments upon
the execution of the Memorandum of Agreement: i) to make, on the date
specified in the Memorandum of Agreement, initial payments of U.S.$ 108
million, U.S.$ 26 million, and U.S.$ 41 million, to be applied to
different accounts of different provincial agencies; ii) to pay
the Province “An Extraordinary Production Royalty” of 3% of the production
of the areas involved in the Memorandum of Agreement. In addition, the
parties agreed to make additional adjustments of up to an additional 3% in
the event of extraordinary income due to lower export duties or if YPF
actually received a higher price for the sale of crude oil and/or natural
gas according to a mechanism and reference values established in the
Memorandum of Agreement; iii) to carry out exploration activities in the
remaining exploration areas and make certain investments and expenditures
in a total amount of U.S.$ 3,200 million until 2027, as stipulated in the
Memorandum of Agreement, on the exploitation concessions that constitute
the subject-matter of the mentioned Memorandum of Agreement; and iv) to
make “Corporate Social Responsibility” contributions to the province of
Neuquén in an amount of U.S.$ 20 million, which will be made effective in
the years 2008, 2009 and 2010. The purpose of such contributions will be
to contribute to the development of the Province of Neuquén in terms of
education, environment, health, culture, science and research and
community development.
|
As of the
issuance date of these condensed consolidated financial statements, all
significant events subsequent to June 30, 2008, have been considered or
disclosed in the preceding notes.
The
accompanying notes are an integral part of these financial
statements.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
YPF
Sociedad Anónima
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
|
Date:
|
October
28, 2008
|
|
By:
|
/s/
Ignacio C. Moran
|
|
|
|
|
|
|
Name:
|
Ignacio
C. Moran
|
|
|
|
|
|
|
Title:
|
Chief
Financial Officer
|
|