UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2017
(Commission File No. 001-34429),
PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)
Argentina
(Jurisdiction of incorporation or organization)
Maipú 1
C1084ABA
City of Buenos Aires
Argentina
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ___X___ Form 40-F ______
(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes ______ No ___X___
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)
UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2017 AND FOR THE SIX AND THREE
MONTH PERIODS THEN ENDED
PRESENTED WITH COMPARATIVE FIGURES
GLOSSARY OF TERMS
The following are not technical definitions, but they are helpful for the reader’s understanding of some terms used in the notes to the unaudited consolidated condensed interim financial statements of the Company.
|
|
|
Terms
|
|
Definitions
|
APCO Oil
|
|
APCO Oil & Gas international Inc
|
BLL
|
|
Bodega Loma La Lata S.A.
|
CAMMESA
|
|
Compañía Administradora del Mercado Eléctrico Mayorista S.A.
|
CB
|
|
Corporate Bonds
|
CIESA
|
|
Compañía de inversiones de energía S.A.
|
Citelec
|
|
Compañía Inversora en Transmisión Eléctrica Citelec S.A.
|
CNV
|
|
Comisión Nacional de Valores – Argentine Securities Commisssion
|
Corod
|
|
Corod Producción S.A.
|
CPB
|
|
Central Piedra Buena S.A.
|
CTG
|
|
Central Térmica Güemes S.A.
|
CTLL
|
|
Central Térmica Loma La Lata S.A.
|
CTP
|
|
Central Térmica Piquirenda
|
CYCSA
|
|
Comunicación y Consumos S.A.
|
DESA
|
|
Desarrollos Energéticos S.A.
|
EASA
|
|
Electricidad Argentina S.A.
|
EcuadorTLC
|
|
EcuadorTLC S.A.
|
Edenor
|
|
Empresa Distribuidora y Comercializadora Norte S.A.
|
Eg3 Red
|
|
Eg3 Red S.A.
|
EMESA
|
|
Empresa Mendocina de Energía S.A.
|
ENRE
|
|
National Regulatory Authority of Electricity
|
FOCEDE
|
|
Fund works of consolidation and expansion of electrical distribution
|
FONINVEMEM
|
|
Fund for Investments required to increase the electric power supply in the WEM
|
Foundation
|
|
Pampa Energía Foundation committed to education (Foundation)
|
HIDISA
|
|
Hidroeléctrica Diamante S.A.
|
HINISA
|
|
Hidroeléctrica Los Nihuiles S.A.
|
1
GLOSSARY OF TERMS:
(Continuation)
|
|
|
Terms
|
|
Definitions
|
IASB
|
|
International Accounting Standards Board
|
IEASA
|
|
IEASA S.A.
|
IGJ
|
|
Inspección General de Justicia -
General Inspection of Justice
|
IGMP
|
|
Minimum Notional Income Tax
|
INDISA
|
|
Inversora Diamante S.A.
|
INNISA
|
|
Inversora Nihuiles S.A.
|
IPB
|
|
Inversora Piedra Buena S.A.
|
MEyM
|
|
Ministry of Energy and Mining
|
NIC
|
|
International Accounting Standards
|
NIIF
|
|
International Financial Reporting Standards
|
NYSE
|
|
New York Stock Exchange
|
Orígenes Retiro
|
|
Orígenes Seguros de Retiro S.A.
|
PACOSA
|
|
Pampa Comercializadora S.A.
|
PBI
|
|
Petrobras Bolivia Internacional S.A.
|
PELSA
|
|
Petrolera Entre Lomas S.A.
|
PEPASA
|
|
Petrolera Pampa S.A.
|
PEPCA
|
|
PEPCA S.A.
|
PHA
|
|
Petrobras Hispano Argentina S.A.
|
PISA
|
|
Pampa Inversiones S.A.
|
PP
|
|
Pampa Participaciones S.A.
|
PP II
|
|
Pampa Participaciones II S.A.
|
PPSL
|
|
Petrobras Participaciones S.L.
|
PYSSA
|
|
Préstamos y Servicios S.A.
|
RTI
|
|
Tariff Structure Review
|
2
GLOSSARY OF TERMS:
(Continuation)
|
|
|
Terms
|
|
Definitions
|
Salaverri, Dellatorre,
Burgio & Wetzler
|
|
Salaverri, Dellatorre, Burgio y Wetzler Malbran Abogados Sociedad Civil
|
SE
|
|
Secretary of Energy
|
SEE
|
|
Secretary of Electrical Energy
|
SEC
|
|
Securities and Exchange Commission
|
TG
|
|
Gas Turbine
|
TGS
|
|
Transportadora de Gas del Sur S.A.
|
The Company / Pampa
|
|
Pampa Energía S.A.
|
The Group
|
|
Pampa Energía S.A. and its subsidiaries
|
TJSM
|
|
Termoeléctrica San Martín S.A.
|
TMB
|
|
Termoeléctrica Manuel Belgrano S.A.
|
Transba
|
|
Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de
Buenos Aires Transba S.A.
|
Transelec
|
|
Transelec Argentina S.A.
|
Transener
|
|
Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A.
|
UTE Senillosa
|
|
Petrolera Pampa S.A. – Rovella Carranza – Gas y Petróleo de Neuquén, Unión Transitoria de
|
|
|
Empresas Senillosa
|
WEM
|
|
Wholesale Electricity Market
|
WEBSA
|
|
World Energy Business S.A.
|
3
UNAUDITED CONSOLIDATED
CONDENSED INTERIM STATEMENT
OF FINANCIAL POSITION
As of June 30, 2017
presented with comparative figures
(In millions of Argentine Pesos (“$”) – unless otherwise stated)
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
ASSETS
|
|
|
|
|
|
NON CURRENT ASSETS
|
|
|
|
|
|
Investments in joint ventures
|
8
|
|
4,431
|
|
3,699
|
Investments in associates
|
9
|
|
791
|
|
787
|
Property, plant and equipment
|
10
|
|
45,131
|
|
41,090
|
Intangible assets
|
11
|
|
1,928
|
|
2,014
|
Other assets
|
|
|
13
|
|
13
|
Financial assets at fair value through profit and loss
|
12
|
|
150
|
|
742
|
Financial assets at amortized cost
|
13
|
|
5
|
|
62
|
Deferred tax assets
|
14
|
|
1,692
|
|
1,232
|
Trade and other receivables
|
15
|
|
5,196
|
|
4,469
|
Total non current assets
|
|
|
59,337
|
|
54,108
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
Other assets
|
|
|
-
|
|
1
|
Inventories
|
|
|
3,917
|
|
3,360
|
Financial assets at fair value through profit and loss
|
12
|
|
9,117
|
|
4,188
|
Financial assets at amortized cost
|
13
|
|
55
|
|
23
|
Derivative financial instruments
|
|
|
38
|
|
13
|
Trade and other receivables
|
15
|
|
15,422
|
|
14,144
|
Cash and cash equivalents
|
16
|
|
305
|
|
1,421
|
Total current assets
|
|
|
28,854
|
|
23,150
|
Non current assets classified as held for sale
|
|
|
20
|
|
19
|
Total assets
|
|
|
88,211
|
|
77,277
|
4
UNAUDITED CONSOLIDATED
CONDENSED INTERIM STATEMENT
OF FINANCIAL POSITION
(Continuation)
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
SHAREHOLDERS´ EQUITY
|
|
|
|
|
|
Share capital
|
17
|
|
1,938
|
|
1,938
|
Additional paid-in capital and other reserves
|
|
|
4,971
|
|
4,963
|
Treasury shares
|
|
|
(72)
|
|
-
|
Legal reserve
|
|
|
232
|
|
232
|
Voluntary reserve
|
|
|
3,862
|
|
3,862
|
Retained earnings (Acumulated losses)
|
|
|
1,799
|
|
(11)
|
Other comprehensive income
|
|
|
170
|
|
70
|
Equity attributable to owners of the company
|
|
|
12,900
|
|
11,054
|
Non-controlling interest
|
|
|
3,566
|
|
3,020
|
Total equity
|
|
|
16,466
|
|
14,074
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
NON CURRENT LIABILITIES
|
|
|
|
|
|
Trade and other payables
|
18
|
|
5,483
|
|
5,336
|
Borrowings
|
19
|
|
31,641
|
|
15,286
|
Deferred revenue
|
|
|
198
|
|
200
|
Salaries and social security payable
|
|
|
106
|
|
94
|
Defined benefit plans
|
|
|
1,032
|
|
921
|
Deferred tax liabilities
|
14
|
|
3,979
|
|
3,796
|
Income tax and minimum notional income tax provision
|
|
|
723
|
|
934
|
Taxes payables
|
|
|
463
|
|
306
|
Provisions
|
20
|
|
5,147
|
|
6,267
|
Total non current liabilities
|
|
|
48,772
|
|
33,140
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
Trade and other payables
|
18
|
|
14,939
|
|
12,867
|
Borrowings
|
19
|
|
2,767
|
|
10,686
|
Deferred revenue
|
|
|
32
|
|
1
|
Salaries and social security payable
|
|
|
1,425
|
|
1,745
|
Defined benefit plans
|
|
|
108
|
|
112
|
Income tax and minimum notional income tax provision
|
|
|
761
|
|
1,454
|
Taxes payables
|
|
|
2,149
|
|
2,392
|
Provisions
|
20
|
|
792
|
|
806
|
Total current liabilities
|
|
|
22,973
|
|
30,063
|
Total liabilities
|
|
|
71,745
|
|
63,203
|
Total liabilities and equity
|
|
|
88,211
|
|
77,277
|
The accompanying notes are an integral part of these unaudited condensed interim financial statements
5
UNAUDITED CONSOLIDATED CONDENSED INTERIM
STATEMENT OF COMPREHENSIVE INCOME
For the six and three month periods ended June 30, 2017
presented with comparative figures
(In millions of Argentine Pesos (“$”) – unless otherwise stated)
|
|
|
Six-month
|
|
Three-month
|
|
Note
|
|
06.30.2017
|
|
06.30.2016
|
|
06.30.2017
|
|
06.30.2016
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
21
|
|
30,801
|
|
8,383
|
|
15,635
|
|
4,156
|
Cost of sales
|
22
|
|
(21,982)
|
|
(7,311)
|
|
(11,491)
|
|
(4,032)
|
Gross profit
|
|
|
8,819
|
|
1,072
|
|
4,144
|
|
124
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
23
|
|
(2,431)
|
|
(851)
|
|
(1,235)
|
|
(509)
|
Administrative expenses
|
24
|
|
(2,365)
|
|
(931)
|
|
(1,166)
|
|
(483)
|
Exploration expenses
|
25
|
|
(23)
|
|
-
|
|
(10)
|
|
-
|
Other operating income
|
26
|
|
2,084
|
|
1,339
|
|
707
|
|
373
|
Other operating expenses
|
26
|
|
(1,637)
|
|
(398)
|
|
(648)
|
|
(211)
|
Share of profit (loss) of joint ventures
|
8
|
|
557
|
|
(73)
|
|
274
|
|
(43)
|
Share of profit (loss) from associates
|
9
|
|
11
|
|
(3)
|
|
-
|
|
-
|
Operating income (loss)
|
|
|
5,015
|
|
155
|
|
2,066
|
|
(749)
|
|
|
|
|
|
|
|
|
|
|
Financial income
|
27
|
|
682
|
|
255
|
|
361
|
|
156
|
Financial expenses
|
27
|
|
(2,419)
|
|
(1,420)
|
|
(1,143)
|
|
(774)
|
Other financial results
|
27
|
|
(791)
|
|
235
|
|
(1,468)
|
|
(174)
|
Financial results, net
|
|
|
(2,528)
|
|
(930)
|
|
(2,250)
|
|
(792)
|
Profit (loss) before income tax
|
|
|
2,487
|
|
(775)
|
|
(184)
|
|
(1,541)
|
|
|
|
|
|
|
|
|
|
|
Income tax and minimun notional income tax
|
14
|
|
(141)
|
|
349
|
|
235
|
|
442
|
Profit (loss) of the period
|
|
|
2,346
|
|
(426)
|
|
51
|
|
(1,099)
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
Items that may be reclassified to profit or loss
|
|
|
|
|
|
|
|
|
|
Translation differences
|
|
|
227
|
|
(1)
|
|
401
|
|
(1)
|
Income tax
|
|
|
(34)
|
|
-
|
|
(60)
|
|
-
|
Other comprehensive income (loss) of the period
|
|
|
193
|
|
(1)
|
|
341
|
|
(1)
|
Total comprehensive income (loss) of the period
|
|
|
2,539
|
|
(427)
|
|
392
|
|
(1,100)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) of the period attributable to:
|
|
|
|
|
|
|
|
|
|
Owners of the company
|
|
|
1,810
|
|
(61)
|
|
(91)
|
|
(669)
|
Non - controlling interest
|
|
|
536
|
|
(365)
|
|
142
|
|
(430)
|
|
|
|
2,346
|
|
(426)
|
|
51
|
|
(1,099)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) of the period attributable to:
|
|
|
|
|
|
|
|
|
|
Owners of the company
|
|
|
1,910
|
|
(62)
|
|
96
|
|
(670)
|
Non - controlling interest
|
|
|
629
|
|
(365)
|
|
296
|
|
(430)
|
|
|
|
2,539
|
|
(427)
|
|
392
|
|
(1,100)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to the equity holders of the company during the period
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share
|
28
|
|
0.9349
|
|
(0.0359)
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
6
UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
For the six-month period ended June 30, 2017
presented with comparative figures
(In millions of Argentine Pesos (“$”) – unless otherwise stated)
|
Attributable to owners
|
|
|
|
|
|
Equity holders of the company
|
|
Retained earnings
|
|
Non-controlling interest
|
|
Total equity
|
Share capital
|
|
Additional paid-in capital and other reserves
|
|
Treasury shares
|
|
Legal reserve
|
|
Voluntary reserve
|
|
Other comprehensive income / (loss) for the year
|
|
Retained earnings (Accumulated losses)
|
|
Subtotal
|
|
|
Balance as of December 31, 2015
|
1,696
|
|
1,231
|
|
-
|
|
51
|
|
978
|
|
(31)
|
|
3,065
|
|
6,990
|
|
1,391
|
|
8,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constitution of legal reserve - Shareholders’ meeting 04.29.2016
|
-
|
|
-
|
|
-
|
|
153
|
|
-
|
|
-
|
|
(153)
|
|
-
|
|
-
|
|
-
|
Constitution of voluntary reserve - Shareholders’ meeting 04.29.2016
|
-
|
|
-
|
|
-
|
|
-
|
|
2,912
|
|
-
|
|
(2,912)
|
|
-
|
|
-
|
|
-
|
Loss for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(61)
|
|
(61)
|
|
(365)
|
|
(426)
|
Other comprehensive loss for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
(1)
|
|
-
|
|
(1)
|
Comprehensive loss for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
(61)
|
|
(62)
|
|
(365)
|
|
(427)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2016
|
1,696
|
|
1,231
|
|
-
|
|
204
|
|
3,890
|
|
(32)
|
|
(61)
|
|
6,928
|
|
1,026
|
|
7,954
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recomposition of legal reserve - Shareholders’ meeting 11.17.2016
|
-
|
|
-
|
|
-
|
|
28
|
|
(28)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Sale of interest in subsidiaries
|
-
|
|
3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3
|
|
1
|
|
4
|
Acquisition of subsidiaries
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7,869
|
|
7,869
|
Public offer for the acquisition of subsidiaries' shares
|
141
|
|
1,387
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,528
|
|
(4,260)
|
|
(2,732)
|
Merger with subsidiary
|
101
|
|
2,330
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,431
|
|
(1,764)
|
|
667
|
Stock compensation plans
|
-
|
|
12
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
12
|
|
10
|
|
22
|
Dividends attributables to non-controlling interest
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(82)
|
|
(82)
|
Profit for the complementary six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
50
|
|
50
|
|
124
|
|
174
|
Other comprehensive income for the complementary six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
102
|
|
-
|
|
102
|
|
96
|
|
198
|
Comprehensive income for the complementary six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
102
|
|
50
|
|
152
|
|
220
|
|
372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2016
|
1,938
|
|
4,963
|
|
-
|
|
232
|
|
3,862
|
|
70
|
|
(11)
|
|
11,054
|
|
3,020
|
|
14,074
|
7
UNAUDITED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
(Continuation)
|
Attributable to owners
|
|
|
|
|
|
Equity holders of the company
|
|
Retained earnings
|
|
|
|
Non-controlling interest
|
|
Total equity
|
Share capital
|
|
Additional paid-in capital and other reserves
|
|
Treasury shares
|
|
Legal reserve
|
|
Voluntary reserve
|
|
Other comprehensive income / (loss) for the year
|
|
Retained earnings (Accumulated losses)
|
|
Subtotal
|
|
|
Balance as of December 31, 2016
|
1,938
|
|
4,963
|
|
-
|
|
232
|
|
3,862
|
|
70
|
|
(11)
|
|
11,054
|
|
3,020
|
|
14,074
|
Stock compensation plans
|
-
|
|
8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8
|
|
4
|
|
12
|
Acquisition of own shares (Note 36)
|
-
|
|
-
|
|
(72)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(72)
|
|
-
|
|
(72)
|
Distribution of dividends
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(87)
|
|
(87)
|
Profit for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,810
|
|
1,810
|
|
536
|
|
2,346
|
Other comprehensive income for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
100
|
|
-
|
|
100
|
|
93
|
|
193
|
Comprehensive income for the six-month period
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
100
|
|
1,810
|
|
1,910
|
|
629
|
|
2,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2017
|
1,938
|
|
4,971
|
|
(72)
|
|
232
|
|
3,862
|
|
170
|
|
1,799
|
|
12,900
|
|
3,566
|
|
16,466
|
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
8
UNAUDITED CONSOLIDATED CONDENSED INTERIM
STATEMENT OF CASH FLOWS
For the six-month period ended June 30, 2017
presented with comparative figures
(In millions of Argentine Pesos (“$”) – unless otherwise stated)
|
|
|
06.30.2017
|
|
06.30.2016
|
|
Note
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Total profit (loss) for the period
|
|
|
2,346
|
|
(426)
|
Adjustments to reconcile net profit (loss) to cash flows generated by operating activities:
|
|
|
|
|
|
Income tax and minimum notional income tax
|
|
|
141
|
|
(349)
|
Accrued interest
|
|
|
1,664
|
|
1,150
|
Depreciations and amortizations
|
22, 23 and 24
|
|
2,530
|
|
595
|
Constitution of allowances, net
|
23 and 26
|
|
74
|
|
57
|
(Recovery) constitution of provisions, net
|
26
|
|
(155)
|
|
101
|
Share of (profit) loss of joint ventures and associates
|
8 and 9
|
|
(568)
|
|
76
|
Accrual of defined benefit plans
|
22, 23 and 24
|
|
152
|
|
58
|
Net foreign currency exchange difference
|
27
|
|
1,092
|
|
396
|
Result from measurement at present value
|
27
|
|
64
|
|
(3)
|
Changes in the fair value of financial instruments
|
|
|
(401)
|
|
(631)
|
Results from property, plant and equipment sale and decreases
|
|
|
(6)
|
|
51
|
Higher costs recognition - SE Resolution No. 250/13 and subsequent Notes
|
|
|
-
|
|
(82)
|
Dividends received
|
26
|
|
(24)
|
|
(6)
|
Asset retirement obligation
|
27
|
|
49
|
|
10
|
Compensation agreements
|
23, 24 and 26
|
|
323
|
|
125
|
Other financial results
|
|
|
24
|
|
7
|
Onerous contract (Ship or pay)
|
26
|
|
14
|
|
-
|
Other
|
|
|
46
|
|
14
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
(Increase) decrease in trade receivables and other receivables
|
|
|
(1,518)
|
|
507
|
Increase in inventories
|
|
|
(548)
|
|
(31)
|
Decrease in trade and other payables
|
|
|
(27)
|
|
(296)
|
Increase in deferred income
|
|
|
29
|
|
19
|
Decrease in salaries and social security payable
|
|
|
(388)
|
|
(58)
|
Decrease in defined benefit plans
|
|
|
(50)
|
|
(9)
|
(Decrease) increase in tax payables
|
|
|
(925)
|
|
178
|
Decrease in provisions
|
|
|
(1,181)
|
|
(23)
|
Income tax and minimum notional income tax paid
|
|
|
(836)
|
|
(31)
|
Proceeds from derivative financial instruments
|
|
|
79
|
|
60
|
Net cash generated by operating activities
|
|
|
2,000
|
|
1,474
|
9
UNAUDITED CONSOLIDATED CONDENSED INTERIM
STATEMENT OF CASH FLOWS
(Continuation)
|
|
|
06.30.2017
|
|
06.30.2016
|
|
Note
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(5,959)
|
|
(1,817)
|
Purchases of financial assets
|
|
|
(7,088)
|
|
(205)
|
Adquisition of intangible assets
|
|
|
-
|
|
(3)
|
Proceeds from property, plant and equipment sale
|
|
|
188
|
|
-
|
Proceeds from financial assets' sale and amortization
|
|
|
3,836
|
|
1,590
|
Proceeds from sales of subsidiaries
|
|
|
328
|
|
-
|
Dividends received
|
|
|
26
|
|
63
|
Proceeds from (granted of) loans
|
|
|
28
|
|
3
|
Recovery of investment funds, net
|
|
|
426
|
|
422
|
Payment and advance for companies' adquisitions
|
|
|
-
|
|
(2,570)
|
Net cash used in investing activities
|
|
|
(8,215)
|
|
(2,517)
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
21,063
|
|
3,559
|
Payment of borrowings
|
|
|
(14,588)
|
|
(1,437)
|
Payment of borrowings' interests
|
|
|
(1,133)
|
|
(683)
|
Payment for acquisition of own shares
|
|
|
(72)
|
|
-
|
Payments of dividends from subsidiaries to third parties
|
|
|
(43)
|
|
-
|
Repayment of own debt
|
|
|
(28)
|
|
(5)
|
Payment of fees related to financing to be received
|
|
|
-
|
|
(125)
|
Net cash generated by financing activities
|
|
|
5,199
|
|
1,309
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
|
(1,016)
|
|
266
|
|
|
|
|
|
|
Cash and cash equivalents at the begining of the year
|
16
|
|
1,421
|
|
517
|
Exchange difference generated by cash and cash equivalents
|
|
|
(100)
|
|
62
|
(Decrease) increase in cash and cash equivalents
|
|
|
(1,016)
|
|
266
|
Cash and cash equivalents at the end of the period
|
16
|
|
305
|
|
845
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant Non-cash transactions:
|
|
|
|
|
|
Acquisition of property, plant and equipment through an increase in trade payables
|
|
|
(950)
|
|
(526)
|
Borrowing costs capitalized in property, plant and equipment
|
|
|
(181)
|
|
(330)
|
Receivable for property, plan and equipment sale, pending of collection
|
|
|
24
|
|
-
|
Dividends from subsidiaries pending payment to third parties
|
|
|
(44)
|
|
-
|
Decrease in borrowings through offsetting with trade receivables
|
|
|
(26)
|
|
(52)
|
Increase in asset retirement obligation provision
|
|
|
(10)
|
|
(12)
|
Recovery of guarantee of derivative financial instruments, net through the delivery of financial assets at fair value through profit or loss
|
|
|
136
|
|
95
|
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
10
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
For the six and three month periods ended June 30, 2017
presented with comparative figures
(In millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 1
: GENERAL INFORMATION
The Company is the largest fully integrated power company in Argentina and, through its subsidiaries, it participates in the electricity and oil and gas value chains.
In the generation segment, the Company has a 3,433 MW installed capacity, which represents approximately 9.8% of Argentina’s installed capacity, and is the second largest independent generator in the country. Additionally, the Company is currently undergoing a process to expand its capacity by 420 MW.
In the distribution segment, the Company has a controlling interest in Edenor, the largest electricity distributor in Argentina, which has 2.9 million customers and a concession area covering the Northern part of the City of Buenos Aires and Northwestern Greater Buenos Aires.
In the oil and gas segment, the Company is one of the leading oil and natural gas producers in Argentina, with operations in 16 production areas and 8 exploratory areas and a production level of 8 million m3/day of natural gas and 23,100 barrels of oil equivalent for oil and NGLs. Its main natural gas production blocks are Rincón del Mangrullo, El Mangrullo, Río Neuquén and Sierra Chata, located in the Provinces of Neuquén and Río Negro, whereas its main oil production areas are 25 de Mayo-Medanito S.E., Jagüel de los Machos, El Tordillo and Entre Lomas-Bajada del Palo, located in the Provinces of Río Negro, Neuquén and Chubut. A large part of its gas production is sold under the Natural Gas Surplus Injection Program and the Natural Gas Surplus Injection Program for Companies with Reduced Injection at a total price of U$S 7.5/million BTU. Additionally, the Company operates in 4 production areas in Venezuela, with a crude oil production of 1,700 barrels/day, and has a 23.1% interest in Oldelval, a company engaged in the transportation of crude oil from the Neuquén basin to the Province of Buenos Aires.
In the refining and distribution segment, the Company owns the Dr. Ricardo Eliçabe Refinery in the City of Bahía Blanca, which has a 30,200 bbl/day capacity, and has a 28.5% interest in Refinor (owner of a refinery located in Campo Durán, Province of Salta, and 80 gas stations in Northern Argentina). Furthermore, the Company sells fuels through a network of 258 gas stations located in the center and south of the country, and has a storage capacity of 2.5 million barrels distributed among the Dr. Ricardo Eliçabe Refinery and the Dock Sud and Caleta Paula Terminals. Additionally, the Company produces lubricants in its Avellaneda industrial plant.
In the petrochemicals segment, the Company has three high-complexity plants producing a wide variety of petrochemical products, including styrenics and synthetic rubber, and holding a large market share.
11
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 1
:
(Continuation)
Finally, through its holding and others segment, the Company participates in the electricity and gas transportation businesses, conducts financial investment transactions and maintains investments in other companies having complementary businesses. In the transmission business, the Company co-controls Citelec, which has a controlling interest in Transener, a company engaged in the operation and maintenance of a 20,648 km high-voltage electricity transmission network in Argentina with an 85% share in the Argentine electricity transmission market. In the gas transportation business, the Company jointly controls CIESA, which has a controlling interest in TGS, a company holding a concession for the transportation of natural gas with 9,184 km of gas pipelines in the center, west and south of Argentina, and which is also engaged in the processing and sale of natural gas liquids through the Cerri Complex.
NOTE 2
: REGULATORY FRAMEWORK
The main regulatory provisions affecting the electricity market and the activities of the company have been detailed in the financial statements for the year ended December 31, 2016, with the exception of the changes stated below.
2.1
Generation
2.1.1. SEE Resolution No. 19-E/17 –
New Remuneration Scheme for generation
On February 2, 2017, the SEE issued Resolution No. 19-E/17 (the "Resolution"), which replaces the remuneration scheme set forth by Resolution No. 22/16 (update of the remuneration scheme implemented by Res. No. 95/13 and previously updated by Res. No. 529/14 and Res. No. 482/15) and establishes guidelines for the remuneration to generation plants as from the commercial transaction corresponding to February 1, 2017.
The Resolution provides for remunerative items based on technology and scale, establishing dollar-denominated prices payable in pesos at the BCRA’s exchange rate effective on the last business day of the month of the applicable economic transaction; the transaction's maturity will be the one provided for in CAMMESA's Proceedings.
2.1.1.1 Remuneration for Available Power Capacity
Thermal Power Generators
The Resolution provides for a minimum remuneration for power capacity based on technology and scale, and allows generating, co-generating and self-generating agents owning conventional thermal power stations to offer Guaranteed Availability Commitments for the energy and power capacity generated by their units not committed under the Energía Plus service modality or under the WEM Supply Agreement pursuant to Resolution No. 220/07.
12
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
Availability Commitments for each unit should be declared for a term of three years, together with information for the Summer Seasonal Programming (except for 2017, where information may be submitted within the term for the winter seasonal period), with the possibility to offer different availability values for summer and winter six-month periods.
Finally, generators will enter into a Guaranteed Availability Commitment Agreement with CAMMESA, which may assign it to the demand as defined by the SEE. The committed thermal generators’ remuneration for power capacity will be proportional to their compliance.
-
Minimum Remuneration: It applies to generators with no Availability Commitments
Technology/Scale
|
Minimum Price [U$S/MW- month]
|
Large CC Capacity > 150 MW
|
3,050
|
Large TV Capacity > 100 MW
|
4,350
|
Small TV Capacity ≤ 100 MW
|
5,700
|
Large TG Capacity > 50 MW
|
3,550
|
Internal Combustion Engines
|
5,700
|
-
Base Remuneration: It applies to generators with Availability Commitments
Period
|
Base Price [U$S/MW- month]
|
May 17 – Oct. 17
|
6,000
|
Nov. 17 onwards
|
7,000
|
-
Additional Remuneration: Remuneration for the additional available power capacity aiming to encourage Availability Commitments for the periods with a higher system demand. CAMMESA will define a Monthly Thermal Generation Goal for the set of qualified generators on a bi-monthly basis and will call for additional power capacity availability offers with prices not exceeding the additional price.
Period
|
Additional Price [U$S/MW- month]
|
May 17 – Oct. 17
|
1,000
|
Nov. 17 onwards
|
2,000
|
Hydroelectric Generators
In the case of hydroelectric power plants, a base remuneration and an additional remuneration for power capacity were established.
13
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
Power capacity availability is determined independently of the reservoir level, the contributions made, or the expenses incurred. Furthermore, in the case of pumping hydroelectric power plants, the following is considered to calculate availability: i) the operation as turbine at all hours within the period, and ii) the availability as pump at off-peak hours every day and on non-business days.
The base remuneration is determined by the actual power capacity plus that under programmed and/or agreed maintenance:
Technology/Scale
|
Base Price (U$S/MW- month)
|
Medium HI Capacity > 120 ≤ 300 MW
|
3,000
|
Small HI Capacity > 50 ≤ 120 MW
|
4,500
|
Large Pumped HI Capacity > 120 ≤ 300 MW
|
2,000
|
Similarly to the provisions of Resolution No. 22/16, in the case of hydroelectric power plants maintaining control structures on river courses and not having an associated power plant, a 1.20 factor will be applied to the plant at the headwaters.
The additional remuneration applies to power plants of any scale for their actual availability and based on the applicable period:
Type of Power Plant
|
Period
|
Additional Price (U$S/MW- month)
|
Conventional
|
May 17 – Oct. 17
|
500
|
Nov. 17 onwards
|
1,000
|
Pumped
|
May 17 – Oct. 17
|
-
|
Nov. 17 onwards
|
500
|
As from November 2017, the allocation and collection of 50% of the additional remuneration will be conditional upon the generator: i) taking out insurance, to CAMMESA’s satisfaction, to cover for major incidents on critical equipment; and ii) the progressive updating of the plant's control systems pursuant to an investment plan to be submitted based on criteria to be defined by the SEE.
Other Technologies
The remuneration is made up of a base price and an additional price associated with the availability of the installed equipment with an operating permanence longer than 12 months as from the beginning of the Summer Seasonal Programming.
Technology/Scale
|
Price
|
Base (U$S/MWh)
|
Additional (U$S/MWh)
|
Wind Power
|
7.5
|
17.5
|
14
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
2.1.1.2 Remuneration for Generated and Operated Energy
The remuneration for Generated Energy is valued at variable prices according to the type of fuel:
Technology/Scale
|
Natural Gas [U$S/MWh]
|
Hydrocarbons (U$S/MWh)
|
Large CC Capacity > 150 MW
|
5.0
|
8.0
|
Large TV Capacity > 100 MW
|
5.0
|
8.0
|
Small TV Capacity ≤ 100 MW
|
5.0
|
8.0
|
Large TG Capacity > 50 MW
|
5.0
|
8.0
|
Internal Combustion Engines
|
7.0
|
10.0
|
The remuneration for Operated Energy applies to the integration of hourly power capacities for the period, and is valued at U$S 2.0/MWh for any type of fuel.
In the case of hydroelectric plants, prices for Generated and Operated Energy are as follows:
Technology/Scale
|
Generated Energy [U$S/MWh]
|
Operated Energy [U$S/MWh]
|
Medium HI Capacity > 120 ≤ 300 MW
|
3.5
|
1.4
|
Small HI Capacity > 50 ≤ 120 MW
|
3.5
|
1.4
|
Large Pumped HI Capacity > 120 ≤ 300 MW
|
3.5
|
1.4
|
2.1.1.3 Additional Remuneration for Efficiency
The Resolution keeps in force the additional remuneration for efficiency created by Resolution No. 482/15.
2.1.1.4 Additional Remuneration for Low-Use Thermal Generators
The Resolution provides for an additional remuneration for low-use thermal generators having frequent startups based on the monthly generated energy for a price of U$S 2.6/MWh multiplied by the usage/startup factor.
The usage factor is based on the Rated Power Use Factor recorded during the last rolling year, which will have a 0.5 value for thermal units with a usage factor lower than 30% and a 1.0 value for units with a usage factor lower than 15%. In all other cases, the factor will equal 0.0.
The startup factor is established based on startups recorded during the last rolling year for issues associated with the economic dispatch made by CAMMESA. It will have a 0.0 value for units with up to 74 startups, a 0.1 value for units recording between 75 and 149 startups, and a 0.2 value for units recording more than 150 startups. In all other cases, the factor will equal 0.
15
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
2.1.1.5 Repayment of Overhaul Financing (applicable to thermal and hydroelectric generators)
The Resolution abrogates the Maintenance Remuneration and provides that, as regards the repayment of outstanding loans applicable to thermal and hydroelectric generators, credits already accrued and/or committed to the cancellation of such maintenance works will be applied first. The balance will be repaid by discounting U$S 1/MWh for the energy generated until the total cancellation of the financing.
2.1.2. Recategorization of hydroelectric power plants of subsidiary HINISA:
On April 10, 2017, the SEE provided for the recategorization of the Nihuil I, Nihuil II and Nihuil III plants as small-scale plants for the application of the effective remuneration scheme. Thus, the SEE rectified the incorrect categorization initially assigned to these plants in line with the repeated claims lodged by the Company since April 25, 2013.
Pursuant to the terms of the SEE's instruction to CAMMESA, the recategorization is effective as from April 2017.
The impact of this recategorization represents a 50% increase in the base remuneration for power capacity, which thus rises from U$S 3,000 - month to U$S 4,500 -month.
2.1.3. 2014 Agreement for the Increase of Thermal Generation Availability
On July 14, 2017, CTLL entered into with CAMMESA the WEM Supply Agreement under SE Resolution No. 220/07 for the new 105 MW high-efficiency gas turbine, retroactively as of July 15, 2016, date on which it was commissioned for service, committing a 79.35 MW, which represents 75.6%, of the turbine's power capacity. The remaining 24.4% capacity will continue to be compensated under SEE Resolution No. 19/2017.
CTLL estimates that the economic impact of the new remuneration will amount to $ 198 million for the previous period to the agreement's signing
,
which will be recognized in the Statement of Comprehensive Income under Revenues from sales as from this agreement's signing date.
2.1.4. SEE Resolution No. 287/17. Projects for Co-generation and Closing of Combined Cycles
Pursuant to SEE Resolution No. 420/2017, SEE Resolution No. 287/17 was published, which opened a call for bids to all parties interested in developing projects for co-generation and the closing of combined cycles over existing equipment, without limit to the power capacity to be installed. The projects should have low specific consumption (lower than 1,680 kcal/kWh with natural gas and 1,820 kcal/kWh with alternative liquid fuels).
It is a condition that the new capacity should not exceed the existing electric power transmission capacity; otherwise, the cost of the necessary extensions will be assumed by the Bidder.
16
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
Awarded projects will be remunerated under a Wholesale Demand Agreement and will have a payment priority equivalent to the recognition of fuel costs by the WEM for a term of 15 years. The remuneration will be made up of the Available Power Capacity Price + Variable Non-fuel Cost for the delivered power + Fuel Cost (if offered) – Penalties – Fuel Surpluses. Power capacity surpluses are remunerated pursuant to Resolution No. 19-E/17. The
Demand Contracts
payment priority will be the same than that applicable to the coverage of fuel generation costs.
The Company is currently analyzing several projects to submit under this call.
2.2
Distribution
2.2.1.
Tariff Structure Review
On January 31, 2017, the ENRE issued Resolution No. 63/17, pursuant to which it determined the definitive Electricity Rate Schedules, the review of costs, the required quality levels, and all the other rights and obligations that are to be applied and complied with by Edenor as from February 1, 2017. The above-mentioned regulation was adapted by the ENRE by means of the issuance of Resolutions Nos. 81/17, 82/17, and 92/17, and Note No. 124,898.
The aforementioned Resolution states that the ENRE, as instructed by the MEyM, shall limit the increase in the VAD resulting from the RTI process and applicable as from February 1, 2017, to a maximum of 42%, as compared to the VAD in effect at the date of issuance of the aforementioned resolution, with the remaining value of the new VAD being applied in two stages, the first of them in November 2017 and the last one in February 2018.
Additionally, the ENRE shall recognize and allow Edenor to bill the VAD difference arising as a consequence of the gradual application of the tariff increase recognized in the RTI in 48 installments as from February 1, 2018, which will be incorporated into the VAD’s value resulting as of that date. Furthermore, on July 27, 2017 the ENRE issued Resolution No. 329/17 establishes the procedure to aplly deferred revenue billing, bethose amounts will be adjusted as of February 2018 applying for such purpose the Methodology for the Redetermination of the Company’s Recognized Own Distribution Costs, set forth in caption c2) of Sub-Appendix II to ENRE Resolution No. 63/17.
As of June 30, 2017, the amount arising from the aforementioned limitation and not recognized by Edenor in these condensed interim financial statements amounts approximately to $ 2,315 million.
Despite the previously described progress achieved with regard to the completion of the RTI process, at the date of issuance of these condensed interim financial statements, the definitive treatment to be given, by the MEyM, to all the issues resulting from the non-compliance with the Adjustment Agreement, including the remaining balances and other effects caused by the partial measures adopted, has yet to be defined.
17
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 2
:
(Continuation)
These issues, among other, are the following:
i)
the treatment to be given to the remaining balances of the amounts received for the fulfillment of the Investment Plan through the loans for consumption (mutuums) granted to cover the insufficiency of the funds deriving from the FOCEDE;
ii)
the treatment to be given to the funds disbursed by Edenor for the fulfillment of the Investment Plan, not included in i) above;
iii)
the conditions for the settlement of the balance outstanding with CAMMESA at the date of issuance of SE Resolution No. 32/15, for which purpose Edenor has submitted a payment plan;
iv)
the treatment to be given to the Penalties and Discounts whose payment/crediting is pending.
Finally, on April 26, 2017 Edenor was notified that the MEyM had provided that, once the RTI process is completed, the SE -with the participation of the Under-Secretariat for Tariff Policy Coordination- and the ENRE, shall determine in a term of 120 days whether any pending obligations exist until the effective date of the electricity rate schedules resulting from the RTI, and in connection with the Adjustment Agreement entered into on February 13, 2006. In such a case, the treatment to be given to those obligations shall also be determined. Edenor has submitted the information requested by the MEyM in the framework of these issues and at the date of issuance of these condensed interim financial statements such situation is pending resolution.
2.2.2.
Penalties
In addition to that which has been mentioned in note 2.3 to the financial statements as of December 31, 2016, in relation to the control procedures, the service quality assessment methodologies, and the penalty system applicable as from February 1, 2017 for the 2017 – 2021 period set out by ENRE Resolution No. 63/17, the Regulatory Entity, through Note No. 125,248 dated March 29, 2017, set new penalty determination and adjustment mechanisms, providing for the following:
i)
Penalty values shall be determined on the basis of the kwh value, the average electricity rate, the cost of energy not supplied or other economic parameter at the value in effect at the first day of the control period or the value in effect at the date of the penalizable event for penalties arising from specific events.
ii)
For all the events that occurred during the transition period (the period between the signing of the Adjustment Agreement and the effective date of the RTI) for which a penalty has not been imposed, penalties shall be adjusted by the consumer price index (IPC) used by the Argentine Central Bank (BCRA) to produce the multilateral real exchange rate index (ITCRM) for the month prior to the end of the control period or that for the month prior to the date of occurrence of the penalizable event for penalties arising from specific events, until the date on which the penalty is imposed. This mechanism is also applicable to the concepts penalized after April 15, 2016 (ENRE Note No. 120,151) and through the effective date of the RTI. This adjustment will be part of the penalty principal amount.
18
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
2
:
(Continuation)
iii)
Unpaid penalties will accrue
interest at the BNA lending rate for thirty-day discount transactions from the
date of the resolution to the date of actual payment, as interest on late
payment. In the case of penalties related to Customer service, the calculated
amount shall be increased by 50%.
iv)
Penalties subsequent to February
1, 2017 will be valued at the Kwh value or the cost of energy not supplied of
the first day of the control period or of the day of occurrence of the
penalizable event for penalties arising from specific events. Those concepts
will not be adjusted by the IPC, applying the interest on late payment
established in iii) above. Moreover, an additional fine equivalent to twice the
amount of the penalty will be determined if payment is not made in due time and
manner.
The impact of these
new penalty determination and adjustment mechanisms have been quantified by
Edenor and recognized as of June 30, 2017.
In accordance with the
provisions of Sub-Appendix XVI to ENRE Resolution No. 63/17, Edenor is required
to submit in a term of 60 calendar days the calculation of global indicators,
interruptions for which force majeure had been alleged, the calculation of
individual indicators, and will determine the related discounts, crediting the
amounts thereof within 10 business days. In turn, the ENRE will examine the
information submitted by Edenor, and in the event that the crediting of such
discounts were not verified will impose a fine, payable to the Treasury,
equivalent to twice the value that should have been recorded. At the date of
issuance of these condensed interim financial statements, Edenor is preparing
the aforementioned information related to the six-month period ended July 31,
2017.
2.2.3.
Framework agreement
On August
3, 2017, the approval of the extension until September 30, 2017 of the Framework
Agreement was signed. The signing of the above mentioned agreement represents
the recognition of revenue in favor of Edenor related to the distribution of
electricity to low income neighborhoods and shantytowns for the January 1, 2015
- June 30, 2017 period for $ 203 million.
2.2.4
Regulatory framework
of Edenor – Law on electricity dependent patients
On May 17, 2017, Law
No. 27,351 was passed, which guarantees the permanent and free of charge supply
of electricity to those individuals who qualify as dependent on power for
reasons of health and require medical equipment necessary to avoid risks in
their lives or health. The law states that the account holder of the service or
someone who lives with him/her (a cohabitant) that is registered as “Electricity
dependent for reasons of health” will be exempt from the payment of any and all
connection fees and will benefit from a special free of charge tariff treatment
in the electric power supply service under national jurisdiction, which consists
in the recognition of the entire amount of the power bill.
On July 26, 2017, the
ENRE issued Resolution No. 292, stating that those discounts are to be made as
from the effective date of the aforementioned law, and instructing CAMMESA to
implement those discounts in its billing to distribution companies.
The amounts
paid by customers for the bills that fall within the scope of this Resolution
will be made available in the stipulated time limits.
19
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
2
:
(Continuation)
2.3
TGS
On March 30, 2017, TGS
and the Federal Government executed a new transitory agreement (the “2017
Transitory Agreement”). In this sense, ENARGAS issued Resolution No. I-4362
approving: (i) the RTI and the new tariff chart applicable to TGS; (ii) a
Five-Year Investment Plan (April 2017 through March 2022) to be conducted by
TGS; and (iii) a non-automatic mechanism for bi-annual updates in natural gas
transportation tariffs
and investment commitments. For the
calculation of the adjustment
will contemplate the evolution of the Wholesale Price
Index published by the INDEC.
As regards the tariff
scheme, the MEyM issued Resolution No. 74E/2017 setting a limitation on the
tariff increase resulting from the RTI process, which will be applied in three
stages. The first stage will be effective as from April 1, 2017 and involves a
64.2% tariff increase. The remaining tariff increases will be granted as from
December 1, 2017 and April 1, 2018.
2.4
Transener
Pursuant to Resolution
No. 524/16, which establishes the program applicable to the RTI process for
Electric Power Transmission during 2016, on January 31, 2017, the ENRE issued
Resolutions No. 66/17 and No. 73/17, which established, among others, the
following provisions: (i) the tariffs in force for the 2017/2021 five-year
period, and (ii) these resolutions provide for an investment plan for the
2017/2021 five-year period in the amounts of $3,336 million and
$2,251 million for Transener and Transba, respectively.
Furthermore, the ENRE
established the mechanism for adjusting the remuneration, the service quality
system and the applicable penalties, the reward system and the investment plan
to be executed by both companies during such period.
Due to the differences
among the several tariff proposals submitted under the Full Tariff Review
process initiated by the ENRE, on April 7 and 21, 2017, Transener and Transba,
respectively, filed a Motion for Reconsideration and Appeal against ENRE
Resolutions No. 66/2017, 84/2017, 139/2017, 73/2017, 88/2017 and 138/2017,
whereby the ENRE approved the tariff system applicable to Transener and Transba,
respectively, for the 2017/2021 period.
2.5
Refining and distribution
During the first
semester of 2017, the Company continued working in line with the provisions of
Resolution No. 5/16 of the Secretary of Hydrocarbon Resources regarding
fuel specifications.
The Company has made
progress in the bidding processes necessary for the construction of a pipeline
linking the Bahía Blanca Refinery and Central Térmica Piedra Buena, both of
which are owned by the Company. The commencement of construction is scheduled
for the second semester of 2017, and its startup, for March 2018. This new
facility will allow for the transportation of fuel oil to be used by this power
plant.
20
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
2
:
(Continuation)
As regards the quality
of diesel oil, the Company is conducting a bidding process for the execution of
the investments necessary for the construction and startup of a hydrotreating
unit, which is expected to be operative in 2020, so that fuels should match the
quality requirements set forth by Resolution No. 5/16.
This progress was duly
informed to the authorities, thus meeting the provisions of Resolution No. 5/16
on the presentation of adequacy plans and investment programs necessary to meet
fuel specifications.
As regards pump
prices, the Company has made adjustments pursuant to the Producers and Refiners
Agreement promoted by the MEyM, which was adhered to by the Company and the main
companies in this sector.
2.6
Oil and Gas Exploration and Production
2.6.1. Program for the
Encouragement of Investments in the Development of Unconventional Natural Gas
Production
On March 6, 2017 MEyM
Resolution No. 46-E/2017 was published, which created the Program for the
Encouragement of Investments in the Development of Natural Gas Production from
Unconventional Reservoirs (the “Program”) seeking to encourage investments for
the production of natural gas through unconventional methods in the Neuquén
basin and effective until December 31, 2021.
To join this program,
an investment plan should be submitted for concessions located in the Neuquén
basin producing unconventional natural gas; the program consists of the payment
of a compensation to be determined on a monthly basis by multiplying the sold
gas volume from the covered concessions by the difference between its minimum
price and its actual price (the average volume billed by each company in the
domestic market). The minimum price is U$S 7.50 per million BTU for the
year 2018, and it will be later decreased by U$S 0.50 per million BTU per
year until reaching U$S 6.00 per million BTU for the year 2021. The company
may collect compensations under this program as from the month following the
submission of the application to join the program or the month of January, 2018,
whichever is later, and until December 2021, both dates inclusive. Compensations
assessed as indicated above will be payable as follows: 88% to the companies
joining the program, and the remaining 12% to the province where the concession
covered by the program is located. Compensations will be assessed in U.S.
dollars but will be payable in Argentine pesos at the exchange rate for sales
operations of Banco de la Nación Argentina effective on the last business day of
the month corresponding to the production subject to compensation.
The Company is
currently analyzing several projects to submit under this call.
2.6.2. Natural Gas
Price
On February 16, 2017
MEyM Resolution No. 29-E/2017 was published, which called for a Public Hearing
to analyze new Transportation System Entry Point (PIST) prices for natural gas
and propane gas for the distribution of undiluted propane gas through grids that
would be valid for six-month periods as from April 1, 2017, in line with the
gradual reduction of subsidies established by MEyM Resolution No. 212/16.
21
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 3
: BASIS OF PRESENTATION
These unaudited
condensed interim financial statements for the six and three-month periods ended
on June 30, 2017 have been prepared in accordance with the provisions of IAS 34
"Interim Financial Reporting".
This unaudited
condensed interim financial information should be read in conjunction with the
consolidated financial statements of the Company as of December 31, 2016, which
have been prepared in accordance with IFRS, as issued by the IASB. These
unaudited consolidated condensed interim financial statements are expressed in
Argentine pesos. They have been prepared under the historical cost convention,
modified by the measurement of financial assets at fair value.
These unaudited
condensed interim financial statements for the six and three-month periods ended
June 30, 2017 have not been audited. The Company’s management estimates they
include all the necessary adjustments to state fairly the results of operations
for each period. The results for the three-month period ended June 30, 2017,
does not necessarily reflect in proportion the Company’s results for the
complete year.
These unaudited
condensed interim financial statements have been approved for their issuance by
the Company’s Board of Directors on August 10, 2017.
Comparative
information
Balances as of
December 31, 2016 and for the six and three-month periods ended on June 30,
2016, included in these unaudited condensed interim financial statements for
comparative purposes, are derived from the financial statements at those dates.
Certain reclassifications have been made to those financial statements to keep
the consistency in the presentation with the amounts of the current
period.
The income
recognition on account of the RTI - SE Resolution No. 32/15 and the higher costs
recognition - SE Resolution No. 250/13 and subsequent Notes
are shown under
Other operating income.
NOTE
4
: ACCOUNTING POLICIES
The accounting
policies applied in these unaudited condensed interim financial statements are
consistent with those used in the financial statements for the last fiscal year
prepared under IFRSs, which ended on December 31, 2016.
On June 2, 2017, the
Company entered into cash settlement stock-based compensation agreements with
its main executives officers based on market value of shares’
appreciation.
This compensation is
recorded pursuant to the guidelines of IFRS 2. The fair value of the services
received is measured through the estimation of the appreciation of the share
using the Black-Scholes-Merton financial valuation model.
The fair value of the
amount payable for the compensation agreements is accrued and recognized as an
expense, with the resulting increase in liabilities. The liability is revalued
on each balance sheet date. Any change in the fair value of the liability is
recognized in profit or loss.
22
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
4
:
(Continuation)
In Note 36 to the
condensed interim financial statements the conditions of the compensation
agreements, payment conditions and the main variables considered in the
valuation model are detailed.
At the time of
issuance of its next annual financial statements, the Company will apply the
standards effective during fiscal year 2017 indicated in Note 4.2. to the
Financial Statements as of December 31, 2016 (IAS 7: “Statement of Cash Flows”
and IAS 12: “Income Taxes”). The Company estimates that these modifications will
have no impact on the Company’s operating results or financial situation, but
will only involve new disclosures.
As of June 30, 2016,
the IASB has issued the following standards and interpretations:
IFRS 17 "Insurance
contracts"
In May 2017, the IASB
issued IFRS 17 that replaces IFRS 4, which was brought in as an interim standard
in 2004 establishing the dispensation to carry on accounting for insurance
contracts using national accounting standards, resulting in a multitude of
different approaches. IFRS 17 establishes the principles for recognition,
measurement, presentation and disclosure related to insurance contracts and
shall by applied for annual reporting periods beginning on or after January1,
2021, permitting early application for entities that apply IFRS 9 and IFRS
15.
The Company is
analyzing the impact of the application of IFRS 17, however, it estimates that
the application of IFRS 17 will not have an impact on the results of operations
or financial position of the Company.
IFRIC 23 "Uncertainty
over Income Tax Treatments"
In June 2017, the IASB
issued IFRIC 23 clarifying how to apply IAS 12 when there is uncertainty over
income tax treatments to determine income tax. According to the interpretation,
an entity shall reflect the effect of the uncertain tax treatment by using the
method that better predicts the resolution of the uncertainty, either through
the most likely amount method or the expected value method. Additionally, an
entity shall assume that the taxation authority will examine the amounts and has
full knowledge of all related information in assessing an uncertain tax
treatment in the determination of income tax. The interpretation shall apply for
annual reporting periods beginning on or after January 1, 2019, permitting early
application.
The Company is
analyzing the impact of the application of IFRIC 23, however, it estimates that
the application of IFRIC 23 will not have material impact on the results of
operations or the financial situation of the Company.
23
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
5
: CRITICAL ACCOUNTING ESTIMATES AND
JUDGMENTS
The preparation of
these unaudited consolidated condensed interim financial statements requires the
Company’s Management to make future estimates and assessments, to apply critical
judgment and to establish assumptions affecting the application of accounting
policies and the amounts of disclosed assets and liabilities, and income and
expenses.
Mentioned estimates
and judgments are evaluated on a continuous basis and are based on past
experiences and other reasonable factors under the existing circumstances.
Actual future results might differ from the estimates and evaluations made at
the date of preparation of these unaudited condensed interim financial
statements.
In the preparation of
these unaudited condensed interim financial statements, management judgements on
applying the Company’s accounting policies and sources of information used for
the respective estimates are the same as those applied in the Financial
Statements for the year ended December 31, 2016.
NOTE
6
: FINANCIAL RISK MANAGEMENT
The Company’s
activities are subject to several financial risks: market risk (including the
exchange rate risk, the interest rate risk and price risk), credit risk and
liquidity risk.
No significant changes have arisen in risk management
policies since last year.
NOTE
7
: INVESTMENTS IN SUBSIDIARIES
Merger of Subsidiaries
The following
corporate reorganizations seek to derive important benefits for the Group, as
they will allow for a higher operating efficiency, an optimized use of available
resources, the leveraging of technical, administrative and financial structures,
and the implementation of converging policies, strategies and goals.
Furthermore, the high complementarity between the participating companies will
be leveraged, thus reducing costs resulting from the duplication and overlapping
of operating and administrative structures.
The merger's effective
date was fixed on January 1, 2017, as from which date the transfer to the
acquiring companies of the whole net worth of the acquired companies became
effective, all the rights and obligations, assets and liabilities of the
acquired companies thus being incorporated into the acquiring companies' net
worth, all of which subject to the corresponding corporate approvals under the
applicable law, the approval by the ENRE and the registration with the Public
Registry of Commerce of the merger and the dissolution without liquidation of
the acquired companies.
These reorganizations
were implemented by means of a merger through absorption process, whereby the
acquired companies will be dissolved without going into liquidation, subject to
the provisions of the prior merger through absorption commitment, and sections
82 through 87 of the
Ley General de Sociedades No. 19,550
(Argentine Business
Companies Law, or “BCL”) and its amending provisions, the CNV provisions, the
BCBA Listing Rules and other provisions, the IGJ provisions and all other
applicable legal and regulatory provisions in force.
24
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
7
:
(Continuation)
Corporate
reorganizations correspond to business combinations between companies under
common control, and therefore there is no effect in these unaudited consolidated
condensed interim financial statements.
7.1.
CTLL, EASA and
IEASA
On December 7 and 22,
2016, the Board of Directors of CTLL, EASA and IEASA resolved to initiate all
necessary tasks and procedures for the merger through absorption among CTLL, as
absorbing company, and EASA and IEASA, as absorbed companies.
As part of the
analysis of this reorganization and in order for the process to be feasible,
EASA's management concluded that it was necessary that the debt EASA held with
holders of Class A and B Discount Corporate Bonds issued on July 19, 2006 and
maturing in 2021 be capitalized.
On March 27, 2017,
EASA's Extraordinary General Meeting of Shareholders approved the capitalization
of the total
of the negotiable obligations mentioned
above.
The capitalization was accepted by PISA in its capacity as sole
holder.
On May 18, 2017, the
Extraordinary Meetings of Shareholders of the involved companies resolved to
call for an adjournment in the merger approval discussions, subject to the
ENRE’s approval, which were later resumed on June 16, 2017, although deferring
the consideration of the merger as the authorization by the National Electricity
Regulatory Agency had not yet been obtained.
7.2.
PACOSA and
WEBSA
On December 7, 2016,
the Boards of Directors of PACOSA and WEBSA resolved to begin all necessary
tasks and procedures for the merger through absorption between PACOSA, as
absorbing company, and WEBSA as absorbed company.
Pursuant to the prior
merger commitment approved by PACOSA and WEBSA's Boards of Directors on March 7,
2017, each WEBSA shareholder will receive, as consideration for each share it
held before the merger, 3.305882 ordinary shares of PACOSA with a face value of
$1 each, and each granting the right to one vote.
As a result of the
above-mentioned exchange ratio, PACOSA will issue 13,310,739 common shares
in book-entry form with a face value of $1 each, and each granting the right to
one vote and, after the merger through absorption is effected, PACOSA’s capital
stock will consist of 33,010,739 common shares.
As of the issuance of
these financial statements, the merger is pending registration with the IGJ, to
which effect the Company is filing all applicable presentations with this
body.
25
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 8
: INVESTMENTS IN JOINT VENTURES
The following table
presents the main activity and information from the financial statements used
for the valuation, and percentages of participation in joint
ventures:
|
|
|
|
Information about the issuer
|
|
|
Main
activity
|
|
Date
|
|
Share capital
|
|
Profit (loss)
of the period
|
|
Equity
|
|
Direct and indirect participation
%
|
CIESA
(1)
|
|
Investment
|
|
06.30.2017
|
|
639
|
|
656
|
|
2,199
|
|
50%
|
Citelec
(2)
|
|
Investment
|
|
06.30.2017
|
|
554
|
|
461
|
|
776
|
|
50%
|
Greenwind
(3)
|
|
Generation
|
|
06.30.2017
|
|
5
|
|
(12)
|
|
314
|
|
50%
|
(1)
The Company holds a direct and indirect interest of 50%
in CIESA, a company that holds a 51% interest in the share capital of
TGS.
(2)
Through a 50% interest, the company co-controls Citelec,
company that controlled Transener with 52.65% of the shares and
votes.
As a result, the company indirectly owns a 26.33% stake
in Transener.
(3)
See Note 8.2.
The details of the valuations of
interests in joint ventures is as follows:
|
|
06.30.2017
|
|
12.31.2016
|
CIESA
|
|
3,863
|
|
3,532
|
Citelec
|
|
395
|
|
167
|
Greenwind
|
|
172
|
|
-
|
Other
|
|
1
|
|
-
|
|
|
4,431
|
|
3,699
|
The breakdown of the result from interests in joint
ventures is as follows:
|
|
06.30.2017
|
|
06.30.2016
|
CIESA
|
|
332
|
|
-
|
Citelec
(1)
|
|
228
|
|
(73)
|
Greenwind
|
|
(3)
|
|
-
|
|
|
557
|
|
(73)
|
(1)
Includes adjustments for repurchase of corporate bonds
and depreciation of property, plant and equipment.
The evolution of interests in joint ventures is as
follows:
|
Note
|
|
06.30.2017
|
|
06.30.2016
|
At the
beginning of the year
|
|
|
3,699
|
|
224
|
Reclasifications
|
8.2
|
|
175
|
|
-
|
Other
decreases
|
|
|
-
|
|
(15)
|
Share of profit
(loss)
|
|
|
557
|
|
(73)
|
At the end of
the period
|
|
|
4,431
|
|
136
|
26
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
8
:
(Continuation)
8.1. Swap of
participations in TGS
As part of the
sale of the indirect interest in TGS perfected on July
27, 2016
,
the Company acquired an option, valid until February 2017, to swap the rights as
sole beneficiary of the trust holding 40% of CIESA's capital stock and voting
rights (“CIESA Trust”) in exchange for the shares that PHA and the Company holds
in CIESA, 25% and 15%, respectively (the “Exchange”).
On January 17, 2017,
the exchange whereby the Purchasers transferred to PHA their capacity as
beneficiaries and trustees of the trust holding 40% of CIESA's capital stock and
voting rights, and the Company and PHA transferred to the Purchasers shares
representing 40% of CIESA’s capital stock and voting rights, was perfected. The
Company thus keeping a 10% direct interest in CIESA's capital stock and voting
rights. The Exchange had been approved by ENARGAS on December 29, 2016. The
Purchasers and the Company’s direct and indirect interests in TGS remain
unaltered as a result of the Exchange.
Also, on the same day,
the Purchasers paid the Company and PISA the remaining purchase price under the
share purchase agreement dated July 18, 2016, for a total of US $ 80 million
plus interest.
On January 11, 2017,
the CNDC (
National Commission for the Defense of Competition)
approved
the acquisition by the Company of 40% of CIESA’s capital stock, an interest that
had been acquired by the Company through CIESA’s financial debt swap executed on
July, 2012 and 100% of PEPCA shares acquired on March, 2011.
As a result
of this and the Exchange, Pampa became the controlling party of the CIESA
Trust.
8.2. Sale of interest
in Greenwind
Greenwind is
developing an investment project consisting of the construction and subsequent
operation of a 100 MW capacity wind farm located in Bahía Blanca, Province
of Buenos Aires (the “Corti Wind Farm”).
With the purpose of
incorporating into the project a strategic partner contributing part of the
investments necessary for the development of the Corti Wind Farm, on March 10,
2017, CTLL and PP entered into an agreement with Valdatana Servicios y Gestiones
S.L.U., an entity which later changed its name to Viento Solutions S.L. (the
“Purchaser”), an investment vehicle led by Castlelake LP (a global private firm
which manages private funds
) for the sale of certain shares
held by CTLL and PP in Greenwind for a total amount of
U$S 11.2 million, representing 50% of Greenwind’s capital stock and
rights.
As a result of the
transaction, the Company has deconsolidated Greenwind's assets and liabilities
and presents its interest in the joint venture based on the equity method of
accounting.
27
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 9
: INVESTMENTS IN ASSOCIATES
The following table
presents the main activity and information from the financial statements used
for valuation and percentages of participation in associates:
|
|
|
|
Information about the issuer
|
|
|
Main
activity
|
|
Date
|
|
Share capital
|
|
Profit (loss)
of the period
|
|
Equity
|
|
Direct and indirect participation
%
|
Refinor
|
|
Refinery
|
|
03.31.2017
|
|
92
|
|
(72)
|
|
919
|
|
28.50%
|
Oldelval
|
|
Transport of
hydrocarbons
|
|
06.30.2017
|
|
110
|
|
63
|
|
504
|
|
23.10%
|
The detail of the valuations of the investments in
associates is as follows:
|
|
06.30.2017
|
|
06.30.2016
|
Refinor
|
|
603
|
|
602
|
Oldelval
|
|
187
|
|
184
|
Other
|
|
1
|
|
1
|
|
|
791
|
|
787
|
The breakdown of the result from investments in
associates is as follows:
|
|
06.30.2017
|
|
06.30.2016
|
Oldelval
|
|
11
|
|
-
|
CIESA
|
|
-
|
|
(3)
|
|
|
11
|
|
(3)
|
The evolution of investments in associates is as
follows:
|
Note
|
|
06.30.2017
|
|
06.30.2016
|
At the
beginning of the year
|
|
|
787
|
|
123
|
Dividends
|
30
|
|
(7)
|
|
(4)
|
Share of profit
(loss)
|
|
|
11
|
|
(3)
|
Reclasified to
assets classified as held for sale
|
|
|
-
|
|
(116)
|
At the end of
the period
|
|
|
791
|
|
-
|
28
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 10
: PROPERTY, PLANT AND EQUIPMENT
|
|
Original values
|
Type of good
|
|
At the beginning
|
|
Translation effect
|
Increases
|
|
Decreases
|
|
Transfers
|
|
At the end
|
|
|
|
|
|
|
|
|
Land
|
|
1,193
|
|
-
|
4
|
|
(481)
|
|
-
|
|
716
|
Buildings
|
|
2,090
|
|
-
|
-
|
|
(2)
|
|
34
|
|
2,122
|
Equipment and
machinery
(a)
|
|
8,732
|
|
4
|
8
|
|
(25)
|
|
995
|
|
9,714
|
High, medium and
low voltage lines
|
|
4,416
|
|
-
|
-
|
|
(13)
|
|
607
|
|
5,010
|
Substations
|
|
1,673
|
|
-
|
-
|
|
-
|
|
137
|
|
1,810
|
Transforming
chamber and platforms
|
|
1,004
|
|
-
|
-
|
|
(1)
|
|
145
|
|
1,148
|
Meters
|
|
885
|
|
-
|
-
|
|
-
|
|
29
|
|
914
|
Wells
|
|
10,522
|
|
213
|
70
|
|
(5)
|
|
1,220
|
|
12,020
|
Mining
property
|
|
5,033
|
|
21
|
74
|
|
-
|
|
-
|
|
5,128
|
Gas
plant
|
|
751
|
|
-
|
-
|
|
-
|
|
54
|
|
805
|
Vehicles
|
|
296
|
|
1
|
45
|
|
(3)
|
|
2
|
|
341
|
Furniture and
fixtures and software equipment
|
|
287
|
|
2
|
27
|
|
(1)
|
|
24
|
|
339
|
Communication
equipments
|
|
93
|
|
-
|
-
|
|
-
|
|
-
|
|
93
|
Materials and
spare parts
|
|
628
|
|
1
|
151
|
|
(7)
|
|
(81)
|
|
692
|
Refining and
distribution industrial complex
|
|
873
|
|
-
|
-
|
|
-
|
|
76
|
|
949
|
Petrochemical
industrial complex
|
|
756
|
|
-
|
-
|
|
-
|
|
46
|
|
802
|
Work in
progress
|
|
6,560
|
|
9
|
5,923
|
|
(4)
|
|
(3,087)
|
|
9,401
|
Advances to
suppliers
|
|
786
|
|
-
|
798
|
|
(271)
|
|
(201)
|
|
1,112
|
Other
goods
|
|
12
|
|
-
|
-
|
|
-
|
|
-
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at
06.30.2017
|
|
46,590
|
|
251
|
7,100
|
|
(813)
|
|
-
|
|
53,128
|
Total at
06.30.2016
|
|
17,333
|
|
-
|
2,689
|
|
(234)
|
|
-
|
|
19,788
|
(a)
Includes equipment and machinery of
generation.
29
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 10:
(Continuation)
|
|
Depreciation
|
|
Net book values
|
Type of good
|
|
At the beginning
|
|
Decreases and translation effect
|
For the period
|
|
At the end
|
|
At the end
|
|
At 12.31.2016
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
-
|
|
-
|
-
|
|
-
|
|
716
|
|
1,193
|
Buildings
|
|
(177)
|
|
-
|
(54)
|
|
(231)
|
|
1,891
|
|
1,913
|
Equipment and
machinery
|
|
(970)
|
|
14
|
(465)
|
|
(1,421)
|
|
8,293
|
|
7,762
|
High, medium and
low voltage lines
|
|
(820)
|
|
10
|
(79)
|
|
(889)
|
|
4,121
|
|
3,596
|
Substations
|
|
(331)
|
|
-
|
(29)
|
|
(360)
|
|
1,450
|
|
1,342
|
Transforming
chamber and platforms
|
|
(200)
|
|
-
|
(18)
|
|
(218)
|
|
930
|
|
804
|
Meters
|
|
(315)
|
|
-
|
(23)
|
|
(338)
|
|
576
|
|
570
|
Wells
|
|
(1,665)
|
|
(31)
|
(1,119)
|
|
(2,815)
|
|
9,205
|
|
8,857
|
Mining
property
|
|
(630)
|
|
-
|
(437)
|
|
(1,067)
|
|
4,061
|
|
4,403
|
Gas
plant
|
|
(121)
|
|
-
|
(86)
|
|
(207)
|
|
598
|
|
630
|
Vehicles
|
|
(122)
|
|
3
|
(30)
|
|
(149)
|
|
192
|
|
174
|
Furniture and
fixtures and software equipment
|
|
(23)
|
|
1
|
(60)
|
|
(82)
|
|
257
|
|
264
|
Communication
equipments
|
|
(39)
|
|
-
|
(2)
|
|
(41)
|
|
52
|
|
54
|
Materials and
spare parts
|
|
(18)
|
|
-
|
(2)
|
|
(20)
|
|
672
|
|
610
|
Refining and
distribution industrial complex
|
|
(36)
|
|
-
|
(35)
|
|
(71)
|
|
878
|
|
837
|
Petrochemical
industrial complex
|
|
(27)
|
|
-
|
(54)
|
|
(81)
|
|
721
|
|
729
|
Work in
progress
|
|
-
|
|
-
|
-
|
|
-
|
|
9,401
|
|
6,560
|
Advances to
suppliers
|
|
-
|
|
-
|
-
|
|
-
|
|
1,112
|
|
786
|
Other
goods
|
|
(6)
|
|
-
|
(1)
|
|
(7)
|
|
5
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Total at
06.30.2017
|
|
(5,500)
|
|
(3)
|
(2,494)
|
|
(7,997)
|
|
45,131
|
|
|
Total at
06.30.2016
|
|
(2,824)
|
|
167
|
(581)
|
|
(3,239)
|
|
|
|
|
Total at
12.31.2016
|
|
|
|
|
|
|
|
|
|
|
41,090
|
30
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 10:
(Continuation)
Borrowing costs
capitalized in the book value of property, plant and equipment during the
periods ended June 30, 2017 and 2016 amounted to $ 264 million and $ 153 million
respectively.
Labor costs
capitalized in the book value of property, plant and equipment during the
periods ended June 30, 2017 and 2016 amounted to $ 181 million and $ 329 million
respectively.
NOTE 11
: INTANGIBLE ASSETS
|
|
Original values
|
Type of good
|
|
At the beginning
|
|
Decrease
|
|
|
|
|
|
At the end
|
|
|
|
|
Concession
agreements
|
|
951
|
|
-
|
|
951
|
Goodwill
|
|
999
|
|
-
|
|
999
|
Intangibles
identified in acquisitions of companies
|
|
327
|
|
(50)
|
|
277
|
Others
|
|
14
|
|
-
|
|
14
|
Total at
06.30.2017
|
|
2,291
|
|
(50)
|
|
2,241
|
Total at
06.30.2016
|
|
965
|
|
-
|
|
965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
Type of good
|
|
At the beginning
|
|
For the period
|
|
At the end
|
|
|
|
|
|
|
Concession
agreements
|
|
(249)
|
|
(14)
|
|
(263)
|
Intangibles
identified in acquisitions of companies
|
|
(28)
|
|
(21)
|
|
(49)
|
Others
|
|
-
|
|
(1)
|
|
(1)
|
Total at
06.30.2017
|
|
(277)
|
|
(36)
|
|
(313)
|
Total at
06.30.2016
|
|
(231)
|
|
(14)
|
|
(245)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book values
|
|
|
Type of good
|
|
At the end
|
|
At 12.31.2016
|
|
|
|
|
|
|
|
|
|
|
Concession
agreements
|
|
688
|
|
702
|
|
|
Goodwill
|
|
999
|
|
999
|
|
|
Intangibles
identified in acquisitions of companies
|
|
228
|
|
299
|
|
|
Others
|
|
13
|
|
14
|
|
|
Total at
06.30.2017
|
|
1,928
|
|
|
|
|
Total at
12.31.2016
|
|
|
|
2,014
|
|
|
31
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 12
: FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND
LOSS
Non
current
|
|
06.30.2017
|
|
12.31.2016
|
|
|
|
|
|
Shares
|
|
150
|
|
150
|
Government
securities
|
|
-
|
|
592
|
Total non
current
|
|
150
|
|
742
|
|
|
|
|
|
Current
|
|
|
|
|
Government
securities
|
|
6,204
|
|
984
|
Corporate
securities
|
|
-
|
|
12
|
Investment
funds
|
|
2,911
|
|
3,189
|
Other
|
|
2
|
|
3
|
Total
current
|
|
9,117
|
|
4,188
|
NOTE 13
: FINANCIAL ASSETS AT AMORTIZATED COST
|
|
06.30.2017
|
|
12.31.2016
|
Non
current
|
|
|
|
|
Government
securities
|
|
-
|
|
44
|
Corporate
securities
|
|
1
|
|
1
|
Financial
Trustee - Gasoducto Sur Work
|
|
4
|
|
17
|
|
|
5
|
|
62
|
Current
|
|
|
|
|
|
|
|
|
|
Government
securities
|
|
34
|
|
2
|
Financial
Trustee - Gasoducto Sur Work
|
|
21
|
|
21
|
|
|
55
|
|
23
|
32
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 14
: DEFERRED TAX ASSETS AND LIABILITIES
The composition of the deferred tax assets and
liabilities is as follows:
|
|
06.30.2017
|
|
12.31.2016
|
Tax
loss-carryforwards
|
|
1,354
|
|
942
|
Trade and other
receivables
|
|
176
|
|
194
|
Trade and other
payables
|
|
1,268
|
|
1,124
|
Defined benefit
plans
|
|
399
|
|
361
|
Taxes
payable
|
|
198
|
|
224
|
Provisions
|
|
1,127
|
|
1,735
|
Other
|
|
66
|
|
126
|
Deferred tax
asset
|
|
4,588
|
|
4,706
|
|
|
|
|
|
|
|
|
|
|
|
|
06.30.2017
|
|
12.31.2016
|
Property, plant
and equipment
|
|
(4,415)
|
|
(4,637)
|
Intangible
assets
|
|
(286)
|
|
(294)
|
Trade and other
receivables
|
|
(947)
|
|
(851)
|
Financial
assets at fair value through profit and loss
|
|
(113)
|
|
(95)
|
Investments in
joint ventures and associates
|
|
(1,051)
|
|
(1,329)
|
Other
|
|
(63)
|
|
(64)
|
Deferred tax
liabilities
|
|
(6,875)
|
|
(7,270)
|
Deferred tax assets and liabilities are offset in the
following cases: a) when there is a legally enforceable right to offset tax
assets and liabilities; and b) when deferred income tax charges are associated
with the same fiscal authority. The following amounts, determined after their
adequate offset, are disclosed in the statement of financial
position:
|
|
06.30.2017
|
|
12.31.2016
|
Deferred tax
asset
|
|
1,692
|
|
1,232
|
Deferred tax
liabilities
|
|
(3,979)
|
|
(3,796)
|
Net deferred
tax liabilities
|
|
(2,287)
|
|
(2,564)
|
33
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 14
:
(Continuation)
The breakdown of income tax charge is:
|
|
|
|
|
|
|
|
|
06.30.2017
|
|
06.30.2016
|
Current tax
|
|
|
874
|
|
270
|
Deferred tax
|
|
|
(312)
|
|
(642)
|
Other comprehensive (loss) income
|
|
|
34
|
|
-
|
Difference in the estimate of previous fiscal year income tax and the income return
|
|
|
(421)
|
|
(6)
|
Minimum notional tax
|
|
|
-
|
|
29
|
Total income tax expense (gain)
|
|
|
175
|
|
(349)
|
Below is a reconciliation between income tax expense and the amount resulting from application of the tax rate on the income before taxes:
|
|
|
06.30.2017
|
|
06.30.2016
|
Profit
(loss)
before tax
|
|
|
2,487
|
|
(775)
|
Current tax rate
|
|
|
35%
|
|
35%
|
Result at the tax rate
|
|
|
870
|
|
(271)
|
|
|
|
|
|
|
Share of profit of Joint Ventures and associates
|
|
|
(80)
|
|
27
|
Non-taxable results
|
|
|
(152)
|
|
(326)
|
Non-deductible provisions
|
|
|
116
|
|
-
|
Difference in the estimate of previous fiscal year income tax and the income tax statement
|
|
|
391
|
|
-
|
Losses due to translation of financial statements
|
|
|
82
|
|
-
|
Other
|
|
|
5
|
|
(5)
|
Subtotal
|
|
|
1,232
|
|
(575)
|
|
|
|
|
|
|
Expiration of tax loss-carryforwards
|
|
|
2
|
|
-
|
Minimun notional income tax credit
|
|
|
-
|
|
29
|
Difference in the estimate of previous fiscal year income tax and the income tax statement
|
|
|
(380)
|
|
9
|
Tax loss-carryforwards not previously recognized
|
|
|
(713)
|
|
-
|
Deferred tax assets not recognized
|
|
|
-
|
|
188
|
Total income tax expense (gain)
|
|
|
141
|
|
(349)
|
34
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 15
:
Trade and Other receivables
Non Current
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
|
|
|
|
|
|
CAMMESA Consolidated Receivable Res. SE Nº 406/03 Inc. c)
|
|
1,867
|
|
1,702
|
Additional Remuneration Trusts Res. No. 95/13
|
|
|
661
|
|
584
|
Receivable for refining and distribution
|
|
|
6
|
|
6
|
Trade receivables, net
|
|
|
2,534
|
|
2,292
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax credits
|
|
|
396
|
|
533
|
Allowance for tax credits
|
|
|
(42)
|
|
(105)
|
Related parties
|
30
|
|
743
|
|
740
|
Prepaid expenses
|
|
|
25
|
|
26
|
Financial credit
|
|
|
40
|
|
44
|
Guarantee deposits
|
|
|
275
|
|
80
|
Contractual receivables in Ecuador
|
|
|
890
|
|
850
|
Receivable for sale of property, plant and equipment
|
|
|
324
|
|
-
|
Other
|
|
|
11
|
|
9
|
Other receivables, net
|
|
|
2,662
|
|
2,177
|
|
|
|
|
|
|
Total non current
|
|
|
5,196
|
|
4,469
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from energy distribution
|
|
|
5,082
|
|
4,138
|
Receivables from MAT
|
|
|
245
|
|
311
|
CAMMESA
|
|
|
1,977
|
|
1,501
|
CAMMESA Consolidated Receivable Res. SE Nº 406/03 Inc. c)
|
|
26
|
|
27
|
Maintenance remuneration
|
|
|
413
|
|
492
|
Receivables from oil and gas sales
|
|
|
1,387
|
|
1,038
|
Receivables from refinery and distribution
|
|
|
776
|
|
949
|
Receivables from petrochemistry
|
|
|
751
|
|
744
|
Related parties
|
30
|
|
146
|
|
108
|
Other
|
|
|
113
|
|
25
|
Allowance for doubtful accounts
|
|
|
(562)
|
|
(429)
|
Trade receivables, net
|
|
|
10,354
|
|
8,904
|
35
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
15:
(Continuation)
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
|
|
|
|
|
|
Tax
credits
|
|
|
1,037
|
|
415
|
Advances to
suppliers
|
|
|
27
|
|
24
|
Advances to
employees
|
|
|
32
|
|
17
|
Related
parties
|
30
|
|
107
|
|
98
|
Prepaid
expenses
|
|
|
185
|
|
121
|
Receivables for
non-electrical activities
|
|
|
241
|
|
228
|
Financial
credit
|
|
|
74
|
|
126
|
Receivable for
the sale of interests in subsidiaries and financial
instruments
|
|
|
-
|
|
1,263
|
Guarantee
deposits
|
|
|
545
|
|
941
|
Natural Gas
Surplus Injection Promotion Program
|
|
|
2,428
|
|
1,582
|
Expenses to be
recovered
|
|
|
291
|
|
314
|
Other
|
|
|
243
|
|
258
|
Allowance for
other receivables
|
|
|
(142)
|
|
(147)
|
Other
receivables, net
|
|
|
5,068
|
|
5,240
|
|
|
|
|
|
|
Total
current
|
|
|
15,422
|
|
14,144
|
Book value of current
trade and other financial receivables is similar to their fair value due to
their short-term maturity.
Trade receivables and
other long-term financial receivables are measured at amortized cost, which does
not differ materially from its fair value.
36
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 15:
(Continuation)
The movements in the allowance for impairment of trade
receivables are as follows:
|
|
|
06.30.2017
|
|
06.30.2016
|
At the
beginning
|
|
|
429
|
|
88
|
Allowance for
impairment
|
|
|
152
|
|
39
|
Decreases
|
|
|
(17)
|
|
(18)
|
Reversal of
unused amounts
|
|
|
(2)
|
|
-
|
At the end of
the period
|
|
|
562
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
The movements
in the allowance for impairment of other receivables are as
follows:
|
|
|
|
|
|
|
|
|
|
06.30.2017
|
|
06.30.2016
|
At the
beginning
|
|
|
252
|
|
314
|
Allowance for
impairment
|
|
|
22
|
|
50
|
Decreases
|
|
|
-
|
|
(10)
|
Reclasification
to non current assets clasified as held for sale
|
|
|
-
|
|
(3)
|
Reversal of
unused amounts
|
|
|
(90)
|
|
(3)
|
At the end of
the period
|
|
|
184
|
|
348
|
NOTE 16
: CASH AND CASH EQUIVALENTS
|
|
06.30.2017
|
|
12.31.2016
|
Cash
|
|
12
|
|
16
|
Banks
|
|
231
|
|
1,305
|
Checks to be
deposit
|
|
2
|
|
3
|
Investment
funds
|
|
16
|
|
61
|
Time
deposits
|
|
44
|
|
36
|
|
|
305
|
|
1,421
|
NOTE 17
: SHARE CAPITAL
As of June 30, 2017,
the Company´s share capital consisted of 1,836,494.69 common shares in
book-entry form with a face value of $ 1 each and each granting the right
to one vote.
Pursuant to the Final
Merger Commitment approved by the Boards of Directors of Pampa Energía,
Petrobras, PEISA and Albares on April 19, 2017 and as a result of the indicated
approved exchange ratio, the Company will issue 101,873,741 common shares with a
face value of $ 1 each and each granting the right to one vote;
consequently, after the perfection of the merger through absorption, the
Company's capital stock will amount to 1,938,368,431 common
shares.
As of June
30, 2017, the Company holds 2,500,000 treasury shares (Note 36)
.
37
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
18:
TRADE AND OTHER PAYABLES
Non
Current
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
|
|
|
|
|
|
Customer
contributions
|
|
|
75
|
|
98
|
Funding
contributions for substations
|
|
|
60
|
|
52
|
Customer
guarantees
|
|
|
91
|
|
83
|
Trade
payables
|
|
|
226
|
|
233
|
|
|
|
|
|
|
ENRE Penalties
and discounts
|
|
|
3,513
|
|
3,477
|
Loans (mutuums)
with CAMMESA
|
|
|
1,442
|
|
1,347
|
Compensation
agreements
|
|
|
23
|
|
-
|
Liability with
FOTAE
|
|
|
182
|
|
173
|
Payment
agreement with ENRE
|
|
|
93
|
|
106
|
Other
|
|
|
4
|
|
-
|
Other
payables
|
|
|
5,257
|
|
5,103
|
Total non
current
|
|
|
5,483
|
|
5,336
|
|
|
|
|
|
|
Current
|
Non Current
|
|
|
|
|
|
|
|
|
|
|
Suppliers
|
|
|
6,778
|
|
5,705
|
CAMMESA
|
|
|
6,716
|
|
5,470
|
Customer
contributions
|
|
|
12
|
|
46
|
Discounts to
customers
|
|
|
37
|
|
37
|
Funding
contributions substations
|
|
|
12
|
|
22
|
Customer
advances
|
|
|
200
|
|
384
|
Customer
guarantees
|
|
|
15
|
|
15
|
Related
parties
|
30
|
|
85
|
|
181
|
Other
|
|
|
5
|
|
6
|
Trade
payables
|
|
|
13,860
|
|
11,866
|
|
|
|
|
|
|
ENRE Penalties
and discounts
|
|
|
385
|
|
56
|
Related
parties
|
30
|
|
59
|
|
14
|
Advances for
works to be executed
|
|
|
14
|
|
14
|
Compensation
agreements
|
|
|
383
|
|
708
|
Payment
agreements with ENRE
|
|
|
58
|
|
60
|
Other
creditors
|
|
|
75
|
|
55
|
Other
|
|
|
105
|
|
94
|
Other
payables
|
|
|
1,079
|
|
1,001
|
|
|
|
|
|
|
Total
current
|
|
|
14,939
|
|
12,867
|
The fair values of
non-current customer contributions as of June 30, 2017 and December 31, 2016
amount to $ 130 million and $ 132 million, respectively. The fair values are
determined based on estimated discounted cash flows in accordance with a market
rate for this type of transactions. The applicable fair value category would be
Level 3.
38
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
18
:
(Continuation)
The book value of
other non-current financial liabilities are measured at amortized cost, which
does not significantly differ from its fair value.
The book value of the
compensation arrangements approximates their fair value due to valuation
characteristics.
The book value of
other financial liabilities included in trade and other payables approximates
their fair value.
NOTE 19
: BORROWINGS
Non
Current
|
Note
|
|
30.06.2017
|
|
31.12.2016
|
|
|
|
|
|
|
Financial
borrowings
|
|
|
4,038
|
|
691
|
Corporate
bonds
|
|
|
8,503
|
|
12,158
|
CAMMESA
financing
|
|
|
2,823
|
|
2,421
|
Related
parties
|
30
|
|
16,277
|
|
16
|
|
|
|
31,641
|
|
15,286
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
|
|
Bank
overdrafts
|
|
|
-
|
|
846
|
Financial
borrowings
|
|
|
1,795
|
|
7,539
|
Corporate
bonds
|
|
|
934
|
|
2,246
|
CAMMESA
financing
|
|
|
38
|
|
34
|
Related
parties
|
30
|
|
-
|
|
21
|
|
|
|
2,767
|
|
10,686
|
As of June 30, 2017
and December 31, 2016, the fair values of the Group’s Non Current Corporate
Bonds amount approximately to $ 26,535 million and $ 14,108 million,
respectively. Such values were calculated on the basis of the estimated market
price of the Company’s corporate notes at the end of each period/year (Fair
value category Level 1 and 2).
The book value of
current borrowings approximates their fair value due to their short-term
maturity.
Financial borrowings
and CAMMESA financing approximate to their fair value as they are subject to a
variable rate.
The other long-term
borrowing were measured at amortized cost, which does not differ significantly
from its fair value.
The main variations in the Group's financial structure
during the six-month period ended June 30, 2017 and until the date of issuance
of these unaudited condensed interim financial statements are described
below
.
As at the
issuance of these condensed interim financial statements, the Company is in
compliance with the covenants established in its indebtedness.
39
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
19
:
(Continuation)
19.1
Generation
CTLL
On February 2 and 7,
2017, CTLL fully redeemed the principal and interest balance of its Class 3 y
Class C CBs for a total amount of $ 51 million and $ 258 million,
respectively. The redemption was performed pursuant to each Prospectus
Supplement's specific terms and conditions and was paid using own funds.
Additionally, on May 11, 2017 CTLL redeemed 100% of its outstanding CBs at Par
for a total nominal amount of U$S 3.9 million and maturing in 2017, at a
redemption price of U$S 1,000 for each U$S 1,000 of outstanding face
value, plus U$S 77,783 as accrued and unpaid interest until, but excluding,
the redemption date.
19.2 Oil and
gas
PEPASA
During February and
May 2017, PEPASA entered into various financial loan agreements with local
financial institutions for U$S 45 million, U$S 15 million
and U$S 50 million, with maturity on August 21,2017, on February 16,
2018 and May 10, 2020, respectively.
These loans accrue
interest at an average fixed rate of 2.7%.
Proceeds were destined to the
financing of working capital and the early cancellation of the syndicated loan
for $ 142 million; Class 14 VCPs in the amount of $ 296 million;
and Series 2, 7 and 8 CBs for $ 525 million, $ 310 million and $ 403
million, respectively.
On March 15, 2017,
PEPASA made an early cancellation of the remaining balance loan executed with
Banco Santander on June 10, 2016 in the amount of U$S 105 million.
40
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
19
:
(Continuation)
19.3 Holding and
others
19.3.1.
Syndicated Loan
On December 7, 2016
and January 18 and 26, 2017, the Company paid off U$S 130 million,
U$S 70 million and U$S 71 million, respectively, of the Dollar
denominated Acquisition Tranche (Note 20 to the consolidated financial
statements as of December 31, 2016). Thus, as of January 26, 2017, the Company
had wholly cancelled the Dollar denominated Acquisition Tranche.
On December 7, 2016,
the Company cancelled $ 1,000 million of the Peso-denominated Offer
Tranche. Later on, through successive payments during the months of January and
February 2017, the Company wholly repaid the Peso-denominated Offer
Tranche.
19.3.2.
YPF
Financing
On March 9, 2017, the
Board Directors resolved to approve the cancellation by YPF of the price balance
payable for the transfer to YPF of 33.33% of all rights and obligations over the
Río Neuquén Concession and the rights and obligations representing 80% of the
Aguada de la Arena area Joint Venture, through the assignment of the loan the
Company held with YPF, since Pampa and Petrobras are undergoing a merger
process, and the Company has taken on the management of Petrobras pursuant to
the decision made by the Shareholders’ Meeting dated February 16, 2017.
Furthermore, the Board of Directors agreed that Pampa, in its capacity as
assigned debtor, should replace YPF. Finally, the parties agreed on the
repayment of the due balances under the described terms and
conditions.
19.3.3
Other Local
Financing
During April 2017, the
Company canceled a bank loan with Santander Rio for an amount of U$S 15
million..
During May 2017, the
Company entered into financial loan agreements with d
ifferent local
financial institutions
for a total amount of U$S 144 million, maturing in May
2020 and in May 2021, at an average fixed rate of 4.4%.
19.3.4.
Global corporate
bonds program
On January 22, 2016,
the Company’s Ordinary and Extraordinary General Shareholders’ Meeting approved
the creation of a global Simple Corporate Bond Program, not convertible into
shares, for up to U$S 500 million or its equivalent in other currencies, and the
issue to its maximum amount at any time, to be issued in one or more classes and
/ or series.
On November 17, 2016,
the Company’s Ordinary Meeting of Shareholders approved the extension for up to
U$S 1,000 million or its equivalent in foreign currencies and the issuance
of corporate bonds (simple, non-convertible into shares) for up to the maximum
amount set in the Corporate Bonds Program outstanding at any time, to be issued
in one or more classes and/or series.
41
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
19
:
(Continuation)
The Company’s General
Extraordinary Shareholders’ Meeting held on April 7, 2017, approved an increase
for up to U$S 2,000 million of the Pampa Corporate Bonds Program and to modify
its terms and conditions to allow for the possibility of issuing either simple
(non-convertible into shares) or convertible notes.
Additionally, the
Company's Shareholders’ Meeting resolved to approve:
i)
the
issuance of Corporate Bonds convertible into common shares and American
Depositary Shares (“ADR”) for a face value of up to
U$S 500 million;
ii)
that the
issuance only be made if the Company's ADRs listing price reaches a minimum
U$S 60 per ADR at the time the Board of Directors resolves to issue. In
case the Convertible Bonds are issued, holders will have the option to convert
their CBs into common shares and/or ADRs at a conversion price to be set by the
Board of Directors, which may not be lower than the ADRs listing price at the
time of issuance of the Convertible CBs plus a 30% conversion
premium;
iii)
a capital
stock increase and the corresponding share issuance authorization to the extent
it becomes necessary to satisfy the requests for conversion. Common shares to be
issued as a result of the conversion will be entitled to dividends as from the
date the conversion right is exercised;
iv)
as
regards the Board of Directors' proposal for the potential issuance of
convertible bonds by the Company: (a) to cancel preemptive and accretion rights
pursuant to the last paragraph of section 12 of the Corporate Bonds Act or, if
permitted by the regulations in force, under the terms set forth by such
regulations; or (b) if the requirements for the approval of subparagraph (a) are
not met and in order to avoid an excessive delay in the placement of Corporate
Bonds, to reduce the term of exercise of the subscription rights as permitted by
Section 12 of Act No. 23,576 to 10 days and to cancel accretion
rights; or (c) if the requirements set forth in subparagraphs (a) and (b) above
are not met, to reduce the term to exercise the preemptive right to 10 days
pursuant to Section 194 of the Companies Act. With a 70.03% capital stock
majority, this motion was approved in whole except for the cancellation of
preemptive and accretion rights pursuant to the last paragraph of Section 12 of
the Corporate Bonds Act by in accordance with regulations in force.
Finally, on June 26,
2017, the Company’s Board of Directors approved the terms and conditions of the
Convertible Corporate Bonds, which approval will only become effective when the
listing price for the Company’s ADR reaches a minimum U$S 60 per ADR.
42
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 19
:
(Continuation)
19.3.4.1.
Issuance of
Bonds
On January 24, 2017,
the Company issued Class 1 Corporate Bonds for a face value of U$S 750
million with an issuance price of 99.136%, which accrue interest at a 7.5% fixed
rate and will mature on January 24, 2027. Interest are payable semiannually as
from July 24, 2017. Funds derived from the issuance of these CBs will be
destined to investing in physical assets located in Argentina; financing working
capital in Argentina; refinancing liabilities and/or making capital
contributions in controlled companies or affiliates to use funds for the
above-mentioned purposes.
In its meeting held on
June 2, 2017, the Board of Directors approved the issuance of Class 2
Corporate Bonds, which has been suspended until the Company informs of a new
Award Date through the issuance of a supplementary notice pursuant to the
provisions of the suspension notice dated June 29, 2017.
NOTE
20
: PROVISIONS
|
|
Note
|
|
06.30.2017
|
|
12.31.2016
|
Non
Current
|
|
|
|
|
|
|
Provisions for
contingencies
|
|
|
|
2,914
|
|
3,977
|
Asset
retirement obligation
|
|
|
|
1,865
|
|
1,719
|
Environmental
remediation
|
|
|
|
175
|
|
174
|
Onerous
contract (Ship or pay)
|
|
30
|
|
159
|
|
366
|
Other
provisions
|
|
|
|
34
|
|
31
|
|
|
|
|
5,147
|
|
6,267
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Provisions for
contingencies
|
|
|
|
107
|
|
94
|
Asset
retirement obligation
|
|
|
|
143
|
|
143
|
Environmental
remediation
|
|
|
|
121
|
|
175
|
Onerous
contract (Ship or pay)
|
|
30
|
|
419
|
|
394
|
|
|
|
|
792
|
|
806
|
|
|
06.30.2017
|
|
|
For contingencies
|
|
Asset retirement obligation
|
|
For environmental remediation
|
Non
Current
|
|
|
|
|
|
|
At the
beginning of the year
|
|
3,977
|
|
1,719
|
|
174
|
Increases
|
|
301
|
|
146
|
|
7
|
Reclasification
|
|
(209)
|
|
-
|
|
(2)
|
Decreases
|
|
(812)
|
|
-
|
|
-
|
Reversal of
unused amounts
|
|
(343)
|
|
-
|
|
(4)
|
At the end of
the period
|
|
2,914
|
|
1,865
|
|
175
|
43
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 20
:
(Continuation)
|
|
06.30.2017
|
|
|
For contingencies
|
|
Asset retirement obligation
|
|
For environmental remediation
|
Current
|
|
|
|
|
|
|
At the beginning of the year
|
|
94
|
|
143
|
|
175
|
Increases
|
|
39
|
|
11
|
|
5
|
Reclasification
|
|
-
|
|
-
|
|
2
|
Decreases
|
|
(26)
|
|
(11)
|
|
(61)
|
At the end of the period
|
|
107
|
|
143
|
|
121
|
|
|
|
|
|
|
|
|
|
12.31.2016
|
|
|
|
|
For contingencies
|
|
Asset retirement obligation
|
|
|
Non Current
|
|
|
|
|
|
|
At the beginning of the year
|
|
265
|
|
49
|
|
|
Increases
|
|
47
|
|
22
|
|
|
Decreases
|
|
(1)
|
|
-
|
|
|
At the end of the year
|
|
311
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
12.31.2016
|
|
|
|
|
|
|
For contingencies
|
|
|
|
|
Current
|
|
|
|
|
|
|
At the beginning of the year
|
|
71
|
|
|
|
|
Increases
|
|
53
|
|
|
|
|
Decreases
|
|
(23)
|
|
|
|
|
At the end of the year
|
|
101
|
|
|
|
|
Arbitration Oil Combustibles SA
As of the date of issuance of these unaudited condensed interim financial statements, the parties agreed to terminate the arbitration, stating that they have no more claims with each other.
44
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 21
:
REVENUE
|
06.30.2017
|
|
06.30.2016
|
|
|
|
|
Sales of energy to the SPOT Market
|
2,554
|
|
666
|
Sales of energy for the Resolution No. 220/07
|
609
|
|
547
|
Sales of energy plus
|
819
|
|
321
|
Sales of energy to MAT
|
-
|
|
1
|
Other sales
|
8
|
|
6
|
Generation subtotal
|
3,990
|
|
1,541
|
|
|
|
|
Energy sales
|
11,045
|
|
5,654
|
Right of use of poles
|
57
|
|
46
|
Connection and reconnection charges
|
16
|
|
7
|
Other sales
|
1
|
|
-
|
Distribution subtotal
|
11,119
|
|
5,707
|
|
|
|
|
Oil, Gas and liquid sales
|
3,839
|
|
1,050
|
Other sales
|
326
|
|
46
|
Oil and gas subtotal
|
4,165
|
|
1,096
|
|
|
|
|
Administrative services sales
|
193
|
|
37
|
Other sales
|
4
|
|
2
|
Holding and others subtotal
|
197
|
|
39
|
|
|
|
|
Refinery and distribution sales
|
7,903
|
|
-
|
Refinery and distribution subtotal
|
7,903
|
|
-
|
|
|
|
|
Petrochemicals sales
|
3,427
|
|
-
|
Petrochemicals subtotal
|
3,427
|
|
-
|
|
|
|
|
Total revenue
|
30,801
|
|
8,383
|
45
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE
22
: COST OF SALES
|
06.30.2017
|
|
06.30.2016
|
Inventories at
the beginning of the year
|
3,360
|
|
225
|
|
|
|
|
Plus: Charges
for the period
|
|
|
|
Purchases of
inventories, energy and gas
|
13,600
|
|
3,154
|
Salaries and
social security charges
|
2,462
|
|
1,382
|
Benefits to the
personnel
|
115
|
|
17
|
Accrual of
defined benefit plans
|
77
|
|
47
|
Fees and
compensation for services
|
1,633
|
|
208
|
Property, plant
and equipment depreciations
|
2,340
|
|
545
|
Intangible
assets amortization
|
15
|
|
14
|
Transport of
energy
|
37
|
|
5
|
Consumption of
materials
|
406
|
|
203
|
Penalties
(1)
|
116
|
|
1,450
|
Maintenance
|
259
|
|
40
|
Canons and
Royalties
|
1,058
|
|
128
|
Environmental
control
|
41
|
|
-
|
Rental and
insurance
|
111
|
|
64
|
Surveillance
and security
|
73
|
|
40
|
Taxes, rates
and contributions
|
69
|
|
9
|
Communications
|
21
|
|
18
|
Water
consumption
|
14
|
|
4
|
Other
|
92
|
|
14
|
Subtotal
|
22,539
|
|
7,342
|
|
|
|
|
Less:
Inventories at the end of the period
|
(3,917)
|
|
(256)
|
Total cost of
sales
|
21,982
|
|
7,311
|
(1)
Includes a recovery of $ 414 million (Note 2.2.2) net of
the charge for the period of $ 530 million.
46
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 23
:
SELLING EXPENSES
|
|
|
06.30.2017
|
|
06.30.2016
|
Salaries and social security charges
|
|
|
523
|
|
196
|
Benefits to the personnel
|
|
|
21
|
|
-
|
Accrual of defined benefit plans
|
|
|
8
|
|
5
|
Fees and compensation for services
|
|
|
297
|
|
214
|
Compensation agreements
|
|
|
87
|
|
38
|
Property, plant and equipment depreciations
|
|
|
87
|
|
25
|
Intangibles assets amortizations
|
|
|
21
|
|
-
|
Taxes, rates and contributions
|
|
|
544
|
|
88
|
Communications
|
|
|
87
|
|
52
|
Penalties
|
|
|
171
|
|
187
|
Doubtful accounts
|
|
|
134
|
|
46
|
Surveillance and security
|
|
|
34
|
|
-
|
Transport
|
|
|
292
|
|
-
|
Maintenance
|
|
|
56
|
|
-
|
Other
|
|
|
69
|
|
-
|
Total selling expenses
|
|
|
2,431
|
|
851
|
NOTE 24
:
ADMINISTRATIVE EXPENSES
|
|
|
06.30.2017
|
|
06.30.2016
|
Salaries and social security charges
|
|
|
1,001
|
|
365
|
Benefits to the personnel
|
|
|
56
|
|
9
|
Accrual of defined benefit plans
|
|
|
67
|
|
6
|
Fees and compensation for services
|
|
|
661
|
|
293
|
Compensation agreements
|
|
|
191
|
|
65
|
Directors' and Syndicates' fees
|
|
|
32
|
|
36
|
Property, plant and equipment depreciations
|
|
|
67
|
|
11
|
Consumption of materials
|
|
|
29
|
|
15
|
Maintenance
|
|
|
35
|
|
2
|
Transport and per diem
|
|
|
9
|
|
6
|
Rental and insurance
|
|
|
65
|
|
55
|
Surveillance and security
|
|
|
42
|
|
22
|
Taxes, rates and contributions
|
|
|
40
|
|
22
|
Communications
|
|
|
22
|
|
9
|
Institutional advertising and promotion
|
|
|
14
|
|
-
|
Other
|
|
|
34
|
|
15
|
Total administrative expenses
|
|
|
2,365
|
|
931
|
NOTE 25
: EXPLORATION EXPENSES
|
|
|
06.30.2017
|
|
06.30.2016
|
Geological and geophysical expenses
|
|
|
18
|
|
-
|
Decrease in abandoned and unproductive wells
|
|
|
5
|
|
-
|
Total exploration expenses
|
|
|
23
|
|
-
|
47
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos
(“$”) – unless otherwise stated)
NOTE 26
: OTHER OPERATING INCOME AND EXPENSES
Other operating
income
|
Note
|
|
06.30.2017
|
|
06.30.2016
|
Recovery of
insurance
|
|
|
-
|
|
1
|
Recovery of
expenses
|
|
|
-
|
|
23
|
Recovery of
doubtful accounts
|
|
|
83
|
|
4
|
Surplus Gas
Injection Compensation
|
|
|
1,204
|
|
751
|
Commissions on
municipal tax collections
|
|
|
13
|
|
9
|
Services to
third parties
|
|
|
175
|
|
22
|
Profit for
property, plant and equipment sale
|
|
|
20
|
|
-
|
Dividends
received
|
|
|
24
|
|
6
|
Income
recognition on account of the RTI - SE Res. No. 32/15
|
|
|
-
|
|
427
|
Higher costs
recognition - SE Res. No. 250/13 and subsequent Notes
|
|
|
-
|
|
82
|
Reversal of
contingencies provision
|
|
|
495
|
|
-
|
Other
|
|
|
70
|
|
14
|
Total other
operating income
|
|
|
2,084
|
|
1,339
|
|
|
|
|
|
|
Other operating
expenses
|
|
|
|
|
|
Provision for
contingencies
|
|
|
(340)
|
|
(101)
|
Voluntary
retirements - bonus
|
|
|
(26)
|
|
(15)
|
Decrease in
property, plant and equipment
|
|
|
(9)
|
|
(51)
|
Severance
payments
|
|
|
(11)
|
|
(8)
|
Allowance for
uncollectible tax credits
|
|
|
(23)
|
|
(15)
|
Net expense for
technical functions
|
|
|
(18)
|
|
(9)
|
Tax on bank
transactions
|
|
|
(452)
|
|
(132)
|
Other expenses
FOCEDE
|
|
|
-
|
|
(15)
|
Cost for
services provided to third parties
|
|
|
(13)
|
|
(10)
|
Compensation
agreements
|
|
|
(45)
|
|
(22)
|
Donations and
contributions
|
|
|
(21)
|
|
(5)
|
Institutional
relationships
|
|
|
(38)
|
|
(12)
|
Extraordinary
Canon
|
|
|
(152)
|
|
-
|
Contingent
consideration
|
35
|
|
(171)
|
|
-
|
Onerous contract (Ship or
Pay)
|
|
|
(14)
|
|
-
|
Other
|
|
|
(304)
|
|
(3)
|
Total other
operating expenses
|
|
|
(1,637)
|
|
(398)
|
48
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 27
:
FINANCIAL RESULTS
Finance income
|
|
06.30.2017
|
|
06.30.2016
|
Commercial interest
|
|
454
|
|
232
|
Financial interest
|
|
153
|
|
23
|
Other interest
|
|
75
|
|
-
|
Total finance income
|
|
682
|
|
255
|
|
|
|
|
|
Finance expenses
|
|
|
|
|
Commercial interest
|
|
(476)
|
|
(507)
|
Fiscal interest
|
|
(65)
|
|
(17)
|
Financial interest
|
|
(1,787)
|
|
(881)
|
Other interest
|
|
(9)
|
|
-
|
Taxes and bank commissions
|
|
(59)
|
|
(8)
|
Other financial expenses
|
|
(23)
|
|
(7)
|
Total financial expenses
|
|
(2,419)
|
|
(1,420)
|
|
|
|
|
|
Other financial results
|
|
|
|
|
Foreign currency exchange difference, net
|
|
(1,092)
|
|
(396)
|
Changes in the fair value of financial instruments
|
|
411
|
|
638
|
Discounted value measurement
|
|
(64)
|
|
3
|
Asset retirement obligation
|
|
(49)
|
|
(10)
|
Other financial results
|
|
3
|
|
-
|
Total other financial results
|
|
(791)
|
|
235
|
|
|
|
|
|
Total financial results, net
|
|
(2,528)
|
|
(930)
|
NOTE 28
: EARNING (LOSS) PER SHARE
a)
Basic
Basic earnings (loss) per share are calculated by dividing the result attributable to the Company’s equity interest holders by the weighted average of outstanding common shares during the period.
b)
Diluted
Diluted earnings (loss) per share are calculated by adjusting the weighted average of outstanding common shares to reflect the conversion of all dilutive potential common shares.
Potential common shares will be deemed dilutive only when their conversion into common shares may reduce the earnings per share or increase losses per share of the continuing business. Potential common shares will be deemed anti-dilutive when their conversion into common shares may result in an increase in the earnings per share or a decrease in the losses per share of the continuing operations.
The calculation of diluted earnings (loss) per share does not entail a conversion, the exercise or another issuance of shares which may have an anti-dilutive effect on the losses per share, or where the option exercise price is higher than the average price of ordinary shares during the period, no dilutive effect is recorded, being the diluted earnings per share equal to the basic. As of June 30, 2016, the diluted earnings per share is equal to basic.
49
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 28: (Continuation)
|
06.30.2017
|
|
06.30.2016
|
Earning (loss) attributable to the equity holders of the Company
|
1,810
|
|
(61)
|
Weighted average amount of outstanding shares
|
1,936
|
|
1,696
|
Basic and diluted earnings (loss) per share
|
0.9349
|
|
(0.0359)
|
As of June 30, 2017, the Company does not hold any significant potential dilutive shares, therefore there are no differences with the basic earnings (loss) per share.
NOTE 29
: SEGMENT INFORMATION
The Company is an integrated energy company in Argentina, which participates in the various segments of the electricity sector, in the exploration and production of gas and oil, in petrochemicals and in the refining and distribution of fuels.
Through its own activities, subsidiaries and holdings in joint ventures and affiliates, and based on the business nature, customer portfolio and risks involved, we were able to identify the following business segments:
Electricity Generation
, consisting of the Company’s direct and indirect interests in CPB, CTG, CTLL, HINISA, HIDISA, PACOSA, Greenwind, PEFMSA, PEA, Enecor, TMB, TJSM and through its own electricity generation activities through Central Térmica Genelba and Econoergía, the Pichi Picún Leufú hydroelectric complex.
Electricity Distribution
, consisting of the Company’s indirect interest in Edenor.
Oil and Gas
, consisting of the Company’s own interests in oil and gas areas and through its direct interest in PEPASA, PELSA and investments in Oldelval and OCP associates.
Refining and Distribution
, consisting of the Company’s own operations in the refinery at Bahía Blanca and the service station network, the equity interest in Refinor associate and the commercialization of the oil produced in Argentina, which is transferred at market prices from the Oil and Gas segment. The Refining and Distribution segment has a common strategy in line with the integration of Company operations and according to the industry regulations seeking to meet the domestic market supply.
Petrochemicals
, comprising of the Company’s own styrenics operations and the catalytic reformer plant operations conducted in Argentine plants.
Holding and Other Business
, consisting of financial investment transactions, holding activities, interests in joint businesses CITELEC and CIESA and their respective subsidiaries, which hold the concession over the high voltage electricity transmission nationwide and over gas transportation in the South of the country, respectively.
The Company manages its operating segment based on its individual net results.
Taking into account that the segments indicated above have been restructured as a consequence of the acquisition of Petrobras as of July 27, 2016, the comparative information by segment has been restated to reflect the current segmentation.
50
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 29
:
(Continuation)
Consolidated profit and loss information as of June 30, 2017
|
|
Generation
|
|
Distribution
of energy
(1)
|
|
Oil and gas
|
|
Refining &
Distribution
|
|
Petrochemicals
|
|
Holding and others
|
|
Eliminations
|
|
Consolidated
|
Revenue
|
|
3,990
|
|
11,119
|
|
4,165
|
|
7,903
|
|
3,427
|
|
197
|
|
-
|
|
30,801
|
Intersegment sales
|
|
25
|
|
-
|
|
3,619
|
|
247
|
|
34
|
|
19
|
|
(3,944)
|
|
-
|
Cost of sales
|
|
(2,389)
|
|
(8,082)
|
|
(5,297)
|
|
(7,058)
|
|
(3,128)
|
|
(3)
|
|
3,975
|
|
(21,982)
|
Gross profit
|
|
1,626
|
|
3,037
|
|
2,487
|
|
1,092
|
|
333
|
|
213
|
|
31
|
|
8,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
(36)
|
|
(1,019)
|
|
(328)
|
|
(928)
|
|
(130)
|
|
-
|
|
10
|
|
(2,431)
|
Administrative expenses
|
|
(170)
|
|
(630)
|
|
(524)
|
|
(36)
|
|
(31)
|
|
(994)
|
|
20
|
|
(2,365)
|
Exploration expenses
|
|
-
|
|
-
|
|
(23)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(23)
|
Other operating income
|
|
337
|
|
41
|
|
1,311
|
|
115
|
|
21
|
|
259
|
|
-
|
|
2,084
|
Other operating expenses
|
|
(130)
|
|
(313)
|
|
(381)
|
|
(43)
|
|
(204)
|
|
(566)
|
|
-
|
|
(1,637)
|
Share of (loss) profit in joint ventures
|
|
(2)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
559
|
|
-
|
|
557
|
Share of profit in associates
|
|
-
|
|
-
|
|
11
|
|
-
|
|
-
|
|
-
|
|
-
|
|
11
|
Operating profit (loss)
|
|
1,625
|
|
1,116
|
|
2,553
|
|
200
|
|
(11)
|
|
(529)
|
|
61
|
|
5,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income
|
|
396
|
|
118
|
|
71
|
|
7
|
|
6
|
|
118
|
|
(34)
|
|
682
|
Financial expenses
|
|
(440)
|
|
(772)
|
|
(211)
|
|
(9)
|
|
-
|
|
(1,021)
|
|
34
|
|
(2,419)
|
Other financial results
|
|
(15)
|
|
84
|
|
(150)
|
|
(12)
|
|
(8)
|
|
(690)
|
|
-
|
|
(791)
|
Financial results, net
|
|
(59)
|
|
(570)
|
|
(290)
|
|
(14)
|
|
(2)
|
|
(1,593)
|
|
-
|
|
(2,528)
|
Profit (loss) before income tax
|
|
1,566
|
|
546
|
|
2,263
|
|
186
|
|
(13)
|
|
(2,122)
|
|
61
|
|
2,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and minimun notional income tax
|
|
312
|
|
(156)
|
|
(385)
|
|
(3)
|
|
-
|
|
91
|
|
-
|
|
(141)
|
Profit (loss) for the period
|
|
1,878
|
|
390
|
|
1,878
|
|
183
|
|
(13)
|
|
(2,031)
|
|
61
|
|
2,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(2)
|
|
365
|
|
206
|
|
1,761
|
|
115
|
|
54
|
|
29
|
|
-
|
|
2,530
|
51
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 29
:
(Continuation)
Consolidated profit and loss information as of June 30, 2017
|
|
Generation
|
|
Distribution
of energy (1)
|
|
Oil and gas
|
|
Refining &
Distribution
|
|
Petrochemicals
|
|
Holding and others
|
|
Eliminations
|
|
Consolidated
|
Total profit (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
1,801
|
|
211
|
|
1,598
|
|
183
|
|
(13)
|
|
(2,031)
|
|
61
|
|
1,810
|
Non - controlling interest
|
|
77
|
|
179
|
|
280
|
|
-
|
|
-
|
|
-
|
|
-
|
|
536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position as of June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
20,259
|
|
21,034
|
|
21,034
|
|
3,238
|
|
6,390
|
|
21,254
|
|
(4,998)
|
|
88,211
|
Liabilities
|
|
9,736
|
|
20,294
|
|
13,152
|
|
2,062
|
|
3,419
|
|
28,132
|
|
(5,050)
|
|
71,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional consolidated information as of June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increases in property, plant and equipment
|
|
3,620
|
|
1,736
|
|
1,616
|
|
60
|
|
36
|
|
32
|
|
-
|
|
7,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Includes financial results generated by Corporated Bonds issued by EASA for $ 18 million and other consolidation adjustments.
|
(2)
Includes amortization and depreciation of property, plant and equipment and intangible assets (recognized in cost of sales, administrative expenses and selling expenses).
|
52
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 29
:
(Continuation)
Consolidated profit and loss information as of June 30, 2016
|
|
Generation
|
|
Distribution
of energy
(1)
|
|
Oil and gas
|
|
Holding and others
|
|
Eliminations
|
|
Consolidated
|
Revenue
|
|
1,541
|
|
5,707
|
|
1,096
|
|
39
|
|
-
|
|
8,383
|
Intersegment sales
|
|
-
|
|
-
|
|
34
|
|
11
|
|
(45)
|
|
-
|
Cost of sales
|
|
(717)
|
|
(5,946)
|
|
(680)
|
|
(2)
|
|
34
|
|
(7,311)
|
Gross profit (loss)
|
|
824
|
|
(239)
|
|
450
|
|
48
|
|
(11)
|
|
1,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
(16)
|
|
(762)
|
|
(73)
|
|
-
|
|
-
|
|
(851)
|
Administrative expenses
|
|
(195)
|
|
(495)
|
|
(125)
|
|
(127)
|
|
11
|
|
(931)
|
Other operating income
|
|
21
|
|
546
|
|
752
|
|
20
|
|
-
|
|
1,339
|
Other operating expenses
|
|
(44)
|
|
(275)
|
|
(66)
|
|
(13)
|
|
-
|
|
(398)
|
Share of loss in joint ventures
|
|
-
|
|
-
|
|
-
|
|
(73)
|
|
-
|
|
(73)
|
Share of loss in associates
|
|
-
|
|
-
|
|
-
|
|
(3)
|
|
-
|
|
(3)
|
Operating profit (loss)
|
|
590
|
|
(1,225)
|
|
938
|
|
(148)
|
|
-
|
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income
|
|
187
|
|
91
|
|
-
|
|
4
|
|
(27)
|
|
255
|
Financial expenses
|
|
(297)
|
|
(784)
|
|
(371)
|
|
5
|
|
27
|
|
(1,420)
|
Other financial results
|
|
134
|
|
(311)
|
|
(110)
|
|
522
|
|
-
|
|
235
|
Financial results, net
|
|
24
|
|
(1,004)
|
|
(481)
|
|
531
|
|
-
|
|
(930)
|
Profit (loss) before income tax
|
|
614
|
|
(2,229)
|
|
457
|
|
383
|
|
-
|
|
(775)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax and minimun notional income tax
|
|
(173)
|
|
710
|
|
(159)
|
|
(29)
|
|
-
|
|
349
|
Profit (loss) for the period
|
|
441
|
|
(1,519)
|
|
298
|
|
354
|
|
-
|
|
(426)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
(2)
|
|
86
|
|
173
|
|
335
|
|
1
|
|
-
|
|
595
|
53
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 29
:
(Continuation)
Consolidated profit and loss information as of June 30, 2016
|
|
Generation
|
|
Distribution
of energy
(1)
|
|
Oil and gas
|
|
Refining &
Distribution
|
|
Petrochemicals
|
|
Holding and others
|
|
Eliminations
|
|
Consolidated
|
Total profit (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
381
|
|
(944)
|
|
148
|
|
-
|
|
-
|
|
354
|
|
-
|
|
(61)
|
Non - controlling interest
|
|
60
|
|
(575)
|
|
150
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(365)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position as of December 31,2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
19,577
|
|
17,219
|
|
19,414
|
|
6,259
|
|
2,812
|
|
19,494
|
|
(7,498)
|
|
77,277
|
Liabilities
|
|
8,632
|
|
18,856
|
|
11,662
|
|
3,267
|
|
2,401
|
|
25,883
|
|
(7,498)
|
|
63,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional consolidated information as of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increases in property, plant and equipment
|
|
667
|
|
1,340
|
|
682
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Includes financial results generated by Corporated Bonds issued by EASA for $ 256 million and other consolidation adjustments.
|
(2)
Includes amortization and depreciation of property, plant and equipment and intangible assets (recognized in cost of sales, administrative expenses and selling expenses).
|
Accounting criteria used by the subsidiaries to measure results, assets and liabilities of the segments is consistent with that used in the consolidated financial statements. Transactions between different segments are conducted under market conditions. Assets and liabilities are allocated based on the segment’s activity.
54
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 30
:
RELATED PARTIES´ TRANSACTIONS
a)
Sales of goods and services
|
|
06.30.2017
|
|
06.30.2016
|
Joint ventures:
|
|
|
|
|
Transener
(a)
|
|
23
|
|
4
|
TGS
(b)
|
|
277
|
|
-
|
Other related parties:
|
|
|
|
|
TGS
(b)
|
|
-
|
|
95
|
CYCSA
|
|
-
|
|
1
|
Refinor
(c)
|
|
50
|
|
-
|
Oldelval
|
|
1
|
|
-
|
|
|
351
|
|
100
|
(a)
Corresponds primarily to advisory services in technical assistance.
(b)
Corresponds primarily to advisory services in technical assistance and sale of refined products.
(c)
Corresponds mainly to the sale of crude oil.
b)
Purchases of goods and services
|
|
06.30.2017
|
|
06.30.2016
|
Joint ventures:
|
|
|
|
|
Transener
|
|
-
|
|
(1)
|
TGS
(a)
|
|
(90)
|
|
-
|
SACME
|
|
(23)
|
|
(17)
|
Other related parties:
|
|
|
|
|
TGS
|
|
-
|
|
(4)
|
Origenes Vida
|
|
(6)
|
|
(2)
|
Refinor
(b)
|
|
(166)
|
|
-
|
Oldelval
(c)
|
|
(32)
|
|
-
|
|
|
(317)
|
|
(24)
|
(a)
Corresponds mainly to natural gas transportation services.
(b)
Corresponds mainly to the purchase of refined products.
(c)
Corresponds mainly to oil transportation services.
c)
Fees for services
|
|
06.30.2017
|
|
06.30.2016
|
Other related parties:
|
|
|
|
|
Salaverri, Dellatorre, Burgio & Wetzler
|
|
(12)
|
|
(10)
|
|
|
(12)
|
|
(10)
|
Corresponds to fees for legal advice.
55
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 30
:
(Continuation)
d)
Other operating expenses
|
|
06.30.2017
|
|
06.30.2016
|
Other related parties:
|
|
|
|
|
Foundation
|
|
(5)
|
|
(4)
|
|
|
(5)
|
|
(4)
|
Corresponds to donations.
e)
Financial income
|
|
06.30.2017
|
|
06.30.2016
|
Joint ventures:
|
|
|
|
|
TGS
|
|
31
|
|
-
|
|
|
31
|
|
-
|
Corresponds to finance leases.
f)
Financial expenses
|
|
06.30.2017
|
|
06.30.2016
|
Other related parties:
|
|
|
|
|
Orígenes Retiro
|
|
(2)
|
|
(30)
|
Grupo EMES
|
|
-
|
|
(41)
|
|
|
(2)
|
|
(71)
|
g)
Distribuited dividends
|
|
06.30.2017
|
|
06.30.2016
|
Other related parties:
|
|
|
|
|
CIESA
|
|
-
|
|
4
|
Oldelval
|
|
7
|
|
-
|
|
|
|
|
|
|
|
7
|
|
4
|
h)
Distribuited dividends
Other related parties:
|
|
06.30.2017
|
|
06.30.2016
|
EMESA
|
|
(43)
|
|
-
|
APCO Oil
|
|
(42)
|
|
-
|
Other
|
|
(2)
|
|
-
|
|
|
(87)
|
|
-
|
56
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 30
:
(Continuation)
i)
Transactions with corporate bonds
|
|
06.30.2017
|
|
06.30.2016
|
Other related parties:
|
|
|
|
|
Orígenes Retiro
|
|
-
|
|
590
|
|
|
-
|
|
590
|
j)
Balances with related parties:
As of June 30, 2017
|
|
Trade receivables
|
|
Other receivables
|
|
Current
|
|
Non Current
|
|
Current
|
Joint ventures:
|
|
|
|
|
|
|
Transener
|
|
12
|
|
-
|
|
-
|
TGS
|
|
121
|
|
736
|
|
63
|
Greenwind
|
|
-
|
|
-
|
|
34
|
SACME
|
|
-
|
|
7
|
|
-
|
Other related parties:
|
|
|
|
|
|
|
Ultracore
|
|
-
|
|
-
|
|
9
|
Refinor
|
|
12
|
|
-
|
|
-
|
Other
|
|
1
|
|
-
|
|
1
|
|
|
146
|
|
743
|
|
107
|
As of June 30, 2017
|
|
Trade payables
|
|
Other payables
|
|
Borrowings
|
|
Provisions
|
|
Current
|
|
Current
|
|
Non Current
|
|
Non Current
|
|
Current
|
Joint ventures:
|
|
|
|
|
|
|
|
|
|
|
TGS
|
|
40
|
|
-
|
|
-
|
|
-
|
|
-
|
SACME
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
Other related parties:
|
|
|
|
|
|
|
|
|
|
|
APCO Oil
|
|
-
|
|
42
|
|
-
|
|
-
|
|
-
|
Orígenes Retiro
|
|
-
|
|
-
|
|
15
|
|
-
|
|
-
|
OCP
|
|
-
|
|
-
|
|
-
|
|
159
|
|
419
|
UTE Apache
|
|
-
|
|
4
|
|
-
|
|
-
|
|
-
|
Refinor
|
|
36
|
|
-
|
|
-
|
|
-
|
|
-
|
Oldelval
|
|
9
|
|
-
|
|
-
|
|
-
|
|
-
|
Other
|
|
-
|
|
8
|
|
-
|
|
-
|
|
-
|
|
|
85
|
|
59
|
|
15
|
|
159
|
|
419
|
As of December 31, 2016
|
|
Trade receivables
|
|
Other receivables
|
|
Current
|
|
Non Current
|
|
Current
|
Joint ventures:
|
|
|
|
|
|
|
Transener
|
|
10
|
|
-
|
|
-
|
TGS
|
|
90
|
|
733
|
|
88
|
SACME
|
|
-
|
|
7
|
|
1
|
Other related parties:
|
|
|
|
|
|
|
Ultracore
|
|
-
|
|
-
|
|
4
|
Refinor
|
|
6
|
|
-
|
|
4
|
Oldelval
|
|
1
|
|
-
|
|
-
|
Other
|
|
1
|
|
-
|
|
1
|
|
|
108
|
|
740
|
|
98
|
57
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 30
:
(Continuation)
As of December 31, 2016
|
|
Trade payables
|
|
Other payables
|
|
Borrowings
|
|
Provisions
|
|
Current
|
|
Current
|
|
Non Current
|
|
Current
|
|
Non Current
|
|
Current
|
Joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transener
|
|
9
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
TGS
|
|
116
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
SACME
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
Other related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
Orígenes Retiro
|
|
-
|
|
-
|
|
16
|
|
21
|
|
-
|
|
-
|
OCP
|
|
-
|
|
-
|
|
-
|
|
-
|
|
366
|
|
394
|
UTE Apache
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
-
|
Refinor
|
|
32
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Oldelval
|
|
22
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Other
|
|
2
|
|
4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
181
|
|
14
|
|
16
|
|
21
|
|
366
|
|
394
|
58
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 31
: FINANCIAL INSTRUMENTS
The following chart shows the Company’s financial assets and liabilities measured at fair value and classified according to their hierarchy as of June 30, 2017 and December 31, 2016.
As of June 30, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit and losss
|
|
|
|
|
|
|
|
|
Government securities
|
|
6,204
|
|
-
|
|
-
|
|
6,204
|
Shares
|
|
-
|
|
-
|
|
150
|
|
150
|
Investment funds
|
|
2,911
|
|
-
|
|
-
|
|
2,911
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
Investment funds
|
|
16
|
|
-
|
|
-
|
|
16
|
Derivative financial instruments
|
|
-
|
|
38
|
|
-
|
|
38
|
Other receivables
|
|
150
|
|
-
|
|
-
|
|
150
|
Total assets
|
|
9,281
|
|
38
|
|
150
|
|
9,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit and losss
|
|
|
|
|
|
|
|
|
Corporate securities
|
|
12
|
|
-
|
|
-
|
|
12
|
Government securities
|
|
1,576
|
|
-
|
|
-
|
|
1,576
|
Trust
|
|
-
|
|
-
|
|
150
|
|
150
|
Investment funds
|
|
3,189
|
|
-
|
|
-
|
|
3,189
|
Other
|
|
3
|
|
-
|
|
-
|
|
3
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
Investment funds
|
|
61
|
|
-
|
|
-
|
|
61
|
Derivative financial instruments
|
|
-
|
|
13
|
|
-
|
|
13
|
Other receivables
|
|
29
|
|
-
|
|
-
|
|
29
|
Total assets
|
|
4,870
|
|
13
|
|
150
|
|
5,033
|
The techniques used for the measurement of assets at fair value through profit and loss, classified as Level 2 and 3, are detailed below:
- Derivative Financial Instruments: calculated from variations between market prices at the closing date, and the prices at the time of agreement.
- Shares: they were determined based on Income approach through the Indirect Cash Flow method (net present value of expected future cash flows) and the discount rates used were estimated taking the Weighted Average Cost of Capital (“WACC”) rate as a parameter.
59
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 32
: ASSETS AND LIABILITIES IN FOREIGN CURRENCY
|
Type
|
|
Amount of foreign currency
|
|
Exchange rate
(1)
|
|
Total
06.30.2017
|
|
Total
12.31.2016
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
|
|
|
|
|
|
|
|
Financial assets at amortized cost
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
0.1
|
|
16.530
|
|
1
|
|
1
|
Other receivables
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
44.4
|
|
16.580
|
|
736
|
|
733
|
Third parties
|
U$S
|
|
71.8
|
|
16.530
|
|
1,187
|
|
934
|
Financial assets at fair value through profit and loss
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
-
|
|
-
|
|
-
|
|
513
|
Total non current assets
|
|
|
|
|
|
|
1,924
|
|
2,181
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
|
|
|
|
|
|
|
|
Financial assets at fair value through profit and loss
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
338.9
|
|
16.530
|
|
5,602
|
|
678
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
1.8
|
|
16.530
|
|
29
|
|
-
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
10.4
|
|
16.580
|
|
173
|
|
106
|
Third parties
|
U$S
|
|
140.5
|
|
16.530
|
|
2,322
|
|
4,464
|
|
EUR
|
|
0.1
|
|
18.848
|
|
2
|
|
1
|
|
VEF
|
|
9.4
|
|
0.0062
|
|
-
|
|
2
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
U$S
|
|
9.3
|
|
16.530
|
|
153
|
|
1,087
|
|
EUR
|
|
0.1
|
|
18.848
|
|
3
|
|
2
|
|
VEF
|
|
2
.0
|
|
0.0062
|
|
-
|
|
-
|
Total current assets
|
|
|
|
|
|
|
8,284
|
|
6,340
|
Non Financial instruments
|
|
|
|
|
|
|
|
|
|
Non current assets classified as held for sale
|
U$S
|
|
1.2
|
|
16.530
|
|
19
|
|
19
|
Total assets
|
|
|
|
|
|
|
10,227
|
|
8,540
|
60
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 32
:
(Continuation)
|
Type
|
|
Amount of foreign currency
|
|
Exchange rate (1)
|
|
Total
06.30.2017
|
|
Total
12.31.2016
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
1.4
|
|
16.630
|
|
23
|
|
-
|
Borrowings
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
-
|
|
16.580
|
|
-
|
|
16
|
Third parties
|
U$S
|
|
1,681.4
|
|
16.630
|
|
27,961
|
|
11,737
|
|
|
|
|
|
|
|
|
|
|
Non financial instruments
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
9.6
|
|
16.580
|
|
159
|
|
366
|
Third parties
|
U$S
|
|
160.1
|
|
16.630
|
|
2,663
|
|
2,378
|
Total non current liabilities
|
|
|
|
|
|
|
30,806
|
|
14,497
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
2.1
|
|
16.580
|
|
35
|
|
95
|
Third parties
|
U$S
|
|
214.0
|
|
16.630
|
|
3,559
|
|
3,447
|
|
EUR
|
|
17.4
|
|
19.003
|
|
330
|
|
57
|
|
SEK
|
|
4.0
|
|
1.973
|
|
8
|
|
6
|
|
VEF
|
|
1.1
|
|
0.006
|
|
-
|
|
5
|
Borrowings
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
121.4
|
|
16.630
|
|
2,019
|
|
5,398
|
|
|
|
|
|
|
|
|
|
|
Non financial instruments
|
|
|
|
|
|
|
|
|
|
Salaries and social security payable
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
0.1
|
|
16.630
|
|
1
|
|
1
|
Taxes payables
|
|
|
|
|
|
|
|
|
|
Third parties
|
U$S
|
|
0.8
|
|
16.630
|
|
14
|
|
11
|
Provisions
|
|
|
|
|
|
|
|
|
|
Related parties
|
U$S
|
|
25.6
|
|
16.580
|
|
424
|
|
394
|
Third parties
|
U$S
|
|
15.5
|
|
16.630
|
|
259
|
|
307
|
Total current liabilities
|
|
|
|
|
|
|
6,649
|
|
9,721
|
Total liabilities
|
|
|
|
|
|
|
37,455
|
|
24,218
|
(1)
The Exchange rates correspond to June 30, 2017 by the National Bank for U.S. dollars (U$S), euros (EUR) and Swedish kroner (SEK). The exchange rates used correspond to those published by the Central Bank of Venezuela for the bolivar (VEF). For balances with related parties, the Exchange rate used is the average.
61
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 33
: ECONOMIC AND FINANCIAL SITUATION OF DISTRIBUTION SEGMENT
As a consequence of the delay in the compliance with certain obligations under the Adjustment Agreement, especially with regard to both the recognition of the semiannual rate adjustments resulting from the MMC, and the carrying out of the Tariff Structure Review (RTI), in addition to the constant increase in operating costs, in fiscal year 2016, Edenor recorded, as it did in fiscal years 2012 and 2014, negative operating and net results, deteriorating once again its economic and financial situation, which had temporarily improved in fiscal year 2015 as a consequence of the issuance by the SE of Resolution No. 32/15, which addressed the need for the adjustment of the distribution companies’ resources and considered that the adoption of urgent and interim measures was necessary in order to maintain the normal provision of the public service, object of the concession.
Despite the above-described situation, Edenor has absorbed the higher costs associated with the provision of the service and complied with the execution of the investment plan and the carrying out of the essential operation and maintenance works that are necessary to maintain the provision of the public service in a satisfactory manner in terms of quality and safety, which, in a context of constant increase in the demand for electricity, has deteriorated Edenor’s economic and financial equation over all these years.
Moreover, the measures adopted in 2016, aimed at resolving the electricity rate situation of the electric power sector, and the application of the RTI as from February 2017 will make it possible to gradually restore the economic and financial equation; thus, Edenor’s Board of Directors is optimistic that the new electricity rates will result in Edenor’s operating once again under a regulatory framework with clear and precise rules, which will make it possible not only to cover the operation costs, afford the investment plans and meet debt interest payments, but also to deal with the impact of the different variables that affect Edenor’s business.
As of June 30, 2017, the result of operations for the six-month period amounts to $ 369 million – profit-, whereas the working capital totals $ 3,824 million – deficit-, which includes the amount owed to CAMMESA for $ 4,182 million (principal plus interest accrued as of June 30, 2017). Edenor has submitted a payment plan proposal based on its available and projected cash flows, in respect of which no reply from CAMMESA has been received at the date of issuance of these condensed interim financial statements.
62
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 34
: DISCONTINUATION OF THE ARBITRATION PROCEEDING BEFORE THE ICSID
On March 28, 2017 the Secretariat of the World Bank’s International Centre for Settlement of Investment Disputes ("ICSID") took note of the discontinuance of the arbitration proceeding brought by EDF International and EASA in August 2003 regarding the breach of Edenor's concession agreement as a result of the passing of Public Emergency and Exchange Rate Regime Reform Act No. 25,561. The claimants' waiver was a condition of Edenor's Contract Renegotiation Memorandum of Understanding which had to be met after the issuance of the tariff scheme resulting from the Full Tariff Review, which was implemented through ENRE Resolution No. 63/2017 dated February 1, 2017 and is effective as from such date.
NOTE 35
: REGULARIZATION REGIME (MORATORIUM)
Between the 29th and the 31st of March 2017
, the Company adhered to the regularization regime (moratorium) provided for Law No. 27,260 in relation to certain tax claims and provisions. The Company related liabilities were mainly attributable to contingencies identified in Petrobras’s acquisition process including interpretation differences with the Argentine tax authority regarding i) the time of recording well abandonment expenses for income tax purposes, ii) the exemption from the Tax on Personal Assets as Substitute Taxpayer for the shareholder PPSL; iii) the Tariff heading used by the Company for certain exported products; and iv) inaccurate customs regarding the importation of a turbine supplied by Siemens Germany, including certain spare parts that had not been required nor declared by the Company. In relation to the last matter described before, the Company entered into an agreement with Siemens pursuant to which Pampa will receive the reimbursement of related incurred costs. As of December 31, 2016, the carrying amount of the matters that were included in the moratorium amounted to $ 1,332 million and $ 668 million disclosed as provisions and tax payables, respectively.
As the adhesion to the regularization regime provided for benefits of releasing tax fines and reducing compensatory interests, the Company has recorded on March 31, 2017 a net gain after income tax effects of $335 million, which in turn, generated the payment of approximately $171 million to Petrobras Brazil as contingent consideration payable in accordance to the share purchase agreement for the acquisition of Petrobras.
On April 18, 2017, the Company paid this obligation.
63
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 36
: SHARE BASED PAYMENTS
Company Value Sharing (the “Company-Value Compensation”) in PEPASA
On January 18, 2017, PEPASA’s officers requested to receive a significant portion of the right due as of that date, which was paid by the Company on January 31, 2017.
Edenor´s Share-based Compensation Plan
In the last months of fiscal year 2016, Edenor’s Board of Directors proposed that the treasury shares be used for the implementation of a long-term incentive plan in favor of executive directors, managers or other personnel holding key executive positions in the Company in an employment relationship with the latter and those who in the future are invited to participate, under the terms of section 67 of Law No. 26,831 on Capital Markets. The plan was ratified and approved by the ordinary and extraordinary shareholders’ meeting held on April 18, 2017.
At the date of issuance of these condensed interim financial statements, Edenor awarded a total of 1,618,332 shares to executive directors and managers as additional remuneration for their performance in special processes developed during fiscal year 2016.
The fair value of the previously referred to shares at the award date, amounted to $ 42 million and has been recorded in the Salaries and social security taxes line item, with a contra account in Equity.
Pampa Energia
(i)
Stock-based Compensation Plan - Specific Program for the 2017-2019 Period
On April 7, 2017, the Company's Shareholders’ Meeting ratified the approval of the Stock-based Compensation Plan by the Board of Directors on its February 8, 2017 meeting, as well as its terms and conditions; and approved the cancellation of the preferential offer to shareholders in respect to the disposition of such shares as authorized by Section 67 of Capital Markets' Act No. 26,831 for the purposes of implementing such Plan.
As of the issuance date of these Condensed Interim Financial Statements, the Company has determined that 383,198 treasury shares should be delivered to employees pursuant to the first Specific Program (2017-2019 period), with vests in March 2017, 2018 and 2019, of 33%, 33% and 34%, respectively.
As of the issuance date of these Condensed Interim Financial Statements, the Company has acquired 193,000 treasury shares and 92,280 treasury ADRs for an amount of $ 72 million, which will be destined to the implementation of the Company's Stock-based Compensation Plan.
(ii)
Compensation agreements for the Company´s Senior Management
On June 2, 2017, the Board of Directors approved the execution and signing of compensation agreements with the Company’s main officers (the “Senior Management”), conditional upon their approval by the Annual Ordinary Meeting of Shareholders to be held each year. These agreements are effective as of January 1, 2017.
64
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 36
:
(Continuation)
In accordance with international practices, the purpose of these agreements is to efficiently align the Senior Management’s interests with those of the Company and its shareholders, creating value for them only inasmuch as value is generated for shareholders, that is, if the Company’s market value increases.
Under these agreements, the Senior Management will be entitled to a fixed compensation and an annual, variable and contingent long-term compensation related to the Company’s annual market value appreciation, with a cap on the Company’s operating income
With the purpose of avoiding duplication, any analogous compensation that the Senior Management had received from any of the Company’s subsidiaries, will be deducted from the compensation amount in proportion to the Company’s interests in such subsidiaries.
As of June 30, 2017, the Company recognized in its income statement $ 78 million as the cost of such compensation indicated, offsetting entries $ 74 million in Other Payables and $ 4 million
in Equity
NOTE 37
: CORPORATE REORGANIZATION
Following the acquisition of Petrobras Argentina, Pampa Energía started a corporate reorganization plan with the purpose of simplifying and maximizing the efficiency of the Company’s structure. The proposed reorganizations will allow the Company to derive significant operative and economic advantages, including, but not limited to, those associated with a higher operating efficiency; an optimized use of available resources, and the streamlining of technical, administrative and financial structures.
In this line, at the beginning of this year the merger of the Company, as absorbing company, with Petrobras Argentina S.A., Petrobras Energia Internacional S.A. and Albares Renovables Argentina S.A. was approved, which as at the date hereof is still pending registration with the Public Registry of Commerce, to which effect the Company is filing all applicable presentations with this body.
Furthermore, on June 26, 2017, Pampa Energía’s Board of Directors instructed the Company’s Management to start the proceedings to evaluate the potential benefits of a merger through absorption process between the Company, as absorbing company, and certain companies of the group, including: CTG, CTLL, CPB and EG3 Red, as absorbed companies.
It is estimated that merger process would become effective reorganization date as from October 1, 2017.
65
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 38
: SUBSEQUENT EVENTS
Investment Agreement with YPF for the “Rincón del Mangrullo” Area
On August 1, 2017, YPF entered into an Agreement with the Province of Neuquén for the awarding of an unconventional exploitation concession in the Rincón del Mangrullo area, which will have to be approved by a provincial executive order.
The main commitments of the Agreement are as follows:
-
A 35-year extension of the exploitation concession,
-
A commitment to pay a Bond, a Corporate Social Responsibility Contribution and the stamp tax for a total amount of U$S 20 million, and
-
An investment commitment of U$S 150 million aiming to further the development of the Mulichinco formation (tight gas) and to explore the potential of the Lajas and Vaca Muerta formations.
Although PEPASA will participate in this new unconventional concession in Rincón del Mangrullo jointly with YPF, its investment commitment will amount to 30% of the total amount agreed upon between YPF and the Province of Neuquén as PEPASA’s Agreement with YPF does not include the Vaca Muerta formation.
CTLL’s Loan
On July 28, 2017, CTLL executed a loan agreement for up to U$S 55 million with Finnish Export Credit Limited; this credit facility was structured by Crédit Agricole Corporate and Investment Bank (“CACIB”) with the purpose of partially financing the installation of a new Wärtsilä engine generator power plant with a 100 MW capacity in Ingeniero White.
The loan’s disbursement is conditional upon the satisfaction of the conditions precedent stipulated in different parts of the agreement, which have not been wholly fulfilled yet.
The loan will be secured by a credit guarantee, 95% of which will be granted by Finnvera Plc. (the Export Credit Agency of the Republic of Finland), and the remaining 5% of which will be granted by CACIB; as well as a guarantee to be granted by the Company.
The loan will accrue interest at a variable rate consisting of the six-month LIBO rate plus and a guarantee premium on the principal in consideration of the credit guarantee to be granted by Finnvera Plc and CACIB.
Principal will be repaid in 14 semiannual, equal and consecutive installments, the first one maturing six months as from: (i) the commercial commissioning of the plant, or (ii) November 25, 2017, whichever occurs earlier.
Thermal Generation Projects (SEE Resolution No. 21/16)
Under the Wholesale Demand Agreement executed between CAMMESA and CTLL as awardee under the Call to Companies interested in Offering New Generation Capacity pursuant to SEE Resolution No. 21/16, on August 5, 2017, CAMMESA declared the commercial commissioning of the new 105 MW high-efficiency gas turbine.
66
NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS
(in millions of Argentine Pesos (“$”) – unless otherwise stated)
NOTE 38
:
(Continuation)
Thus, the commissioning was accomplished as and when required under the Agreement, and the relevant supply commitments entered into force.
The project increased the Company’s capacity to 750 MW and required a total investment of approximately U$S 90 million.
Redemption of CTG's CBs Class 7
On August 7, 2017, CTG informed that on August 14, 2017 it will redeem 100% of its outstanding CBs Class 7 for a total amount of $ 173 million and $ 10 million as accrued and unpaid interest until the redemption date.
PEPASA‘s Loans
On August 4, 2017, PEPASA entered into bank loans with certain local financial institutions for a total of US$ 55 million, maturing in August 2018 and accrue interest at an average fixed rate of 3.72%.
67
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Pampa Energía Sociedad Anónima (Pampa Energía S.A.)
We have reviewed the accompanying unaudited consolidated condensed interim statement of financial position of Pampa Energía S.A. and its subsidiaries as of June 30, 2017, and the related unaudited consolidated condensed interim statement of comprehensive income for the six and three month periods ended June 30, 2017 and 2016 and the unaudited consolidated condensed interim statement of changes in equity and the unaudited consolidated condensed interim statement of cash flows for the six month periods ended June 30, 2017 and 2016. These interim financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying unaudited consolidated condensed interim financial statements for them to be in conformity with International Accounting Standard 34 “Interim Financial Reporting”, as issued by the International Accounting Standard Board
.
We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated
statement of financial position
as of December 31, 2016, and the related consolidated statements of comprehensive income (loss), changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated April 26, 2017, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated
statement of financial position
as of December 31, 2016, is fairly stated, in all material respects, in relation to the consolidated
statement of financial position
from which it has been derived.
Autonomous City of Buenos Aires, August 10, 2017.
/s/
PRICE WATERHOUSE & CO. S.R.L.
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R. Sergio Cravero (Partner)
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68
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.
Date: August 18, 2017
Pampa Energía S.A.
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By:
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/s/ Marcos Marcelo Mindlin
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Name: Marcos Marcelo Mindlin
Title: Chairman and CEO
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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