SELECTED FINANCIAL DATA
The financial information set forth below may not contain all of the financial information that you should consider when making an investment
decision. This information should be read in conjunction with, and is qualified in its entirety by reference to, the Risk Factors included in this Annual Report. See Risk Factors. You should also carefully read our
audited consolidated financial statements and Item 5. Operating and Financial Review and Prospects included in this Annual Report for additional financial information about us.
Our audited consolidated financial statements included in this Annual Report (Audited Consolidated Financial Statements) are
prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Presentation of Financial Information in accordance with IFRS
Since January 1, 2012, in compliance with adopted accounting standards applicable to public companies in Argentina and regulations
introduced by the
Comisión Nacional de Valores
(the Argentine Securities Commission, or CNV), PESA is required to prepare its statutory financial statements in accordance with IFRS as issued by the IASB.
Consistent with Item 18 of Form 20-F, we continue to provide the disclosure required under Accounting Standards Codification
(ASC) 932 of the Financial Accounting Standards Board (the FASB) relating to extractive activitiesOil and Gas (formerly, FASB Statement of Financial Accounting Standards No. 69Disclosures about Oil and Gas
Producing Activities) (ASC Topic 932), as is required regardless of the basis of accounting on which we prepare our financial statements.
Consideration of the effects of inflation
According to inflation data published by the
Instituto Nacional de Estadística y Censos
(the Argentine national statistics
and census institute, or the INDEC), from 2011 to 2014, the Argentine consumer price index (CPI) increased 9.5%, 10.8% , 10.9% and 24.0% in each of those years, respectively, and 11.9% in the ten-month period ended
October 31, 2015. The wholesale price index (WPI) increased 12.7%, 13.1%, 14.8% and 28.3% in each of those years, respectively, and 10.6% in the ten-month period ended October 31, 2015. In November 2015, the INDEC suspended the
publication of the CPI and the WPI. From 2007 through 2015, the INDEC experienced a process of institutional and methodological reforms that gave rise to controversy with respect to the reliability of the information that it produces, including
inflation, gross domestic product (GDP) and unemployment data. Reports published by the International Monetary Fund (the IMF) stated that their staff used alternative measures of inflation for macroeconomic surveillance,
including data produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC since 2007. The IMF also censured Argentina in 2013 for failing to make sufficient progress in adopting remedial
measures to address the quality of official data, including inflation and GDP data. On February 13, 2014, the INDEC released a new inflation index, known as the Natural Urban Consumer Price Index (the IPCNu) which measures prices on
goods across the country and replaced the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the IPCNu brought inflation statistics closer to those estimated by private sources, differences
between official inflation data and private estimates remained at the end of 2015. Since the first weeks after assuming office on December 10, 2015, the new administration has introduced economic and policy reforms. See Risk
FactorsFactors Relating to ArgentinaThe impact of the recent congressional and presidential elections on the future economic and political environment of Argentina is uncertain.
2
In January 2016, the administration which assumed office on December 10, 2015 (the new
administration), through Decree No. 55/2016, declared a state of administrative emergency of the national statistics system until December 31, 2016, and the new INDEC authorities announced the discontinuation of the methodology
previously used to measure inflation and suspended the publication of all indices until the INDEC is in a position to calculate such indices based on adequate and reliable official data. The INDEC has suggested using CPI figures published by the
Province of San Luis and the City of Buenos Aires for reference in the meantime. According to the Province of San Luis reports, the inflation rate was 2.9%, 6.5%, 4.2%, 2.7% and 3.0%, in November 2015, December 2015, January
2016, February 2016 and March 2016, respectively. According to the City of Buenos Aires reports, the inflation rate was 2.0%, 3.9%, 4.1%, 4.0% and 3.3%, in November 2015, December 2015, January 2016, February 2016 and March
2016, respectively. See Risk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected and may continue to adversely affect our financial condition and results of operations.
In accordance with IFRS, the financial information set forth in this Annual Report has not been adjusted to reflect inflation. Inflation could
therefore affect the comparability among the different periods presented herein.
The following tables set forth selected consolidated
financial data of the Company presented in Argentine pesos and prepared in accordance with IFRS as issued by the IASB, as of and for each of the years ended December 31, 2015, 2014, 2013, 2012 and 2011.
The selected consolidated financial data as of and for the years ended December 31, 2015, 2014 and 2013, has been derived from our
Audited Consolidated Financial Statements, which were audited by Price Waterhouse & Co. S.R.L., an independent registered public accounting firm in Buenos Aires, Argentina, member firm of PricewaterhouseCoopers International Limited network
(PwC), and are included elsewhere herein. The selected consolidated financial data as of and for the years ended December 31, 2012 and 2011 has been derived from our audited financial statements, which were audited by PwC and KPMG,
respectively, and are not included herein.
The financial data as of and for the years ended December 31, 2012 and 2011 was modified
at the time we issued our Audited Consolidated Financial Statements as of and for the year ended December 31, 2013 to retrospectively apply the change in accounting for employee benefit plans reflected in IAS 19 Employee Benefits as issued
by the IASB.
Petrobras Argentina S.A.Consolidated Statement of Income and Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
(in millions of pesos, except for per share amounts and number of
shares or as otherwise indicated)
|
|
Sales
|
|
|
21,955
|
|
|
|
20,738
|
|
|
|
15,340
|
|
|
|
12,765
|
|
|
|
11,104
|
|
Cost of sales
|
|
|
(15,554
|
)
|
|
|
(14,490
|
)
|
|
|
(11,260
|
)
|
|
|
(9,619
|
)
|
|
|
(8,462
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6,401
|
|
|
|
6,248
|
|
|
|
4,080
|
|
|
|
3,146
|
|
|
|
2,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative and selling expenses
|
|
|
(2,921
|
)
|
|
|
(2,416
|
)
|
|
|
(1,797
|
)
|
|
|
(1,430
|
)
|
|
|
(1,222
|
)
|
Exploration expenses
|
|
|
(148
|
)
|
|
|
(70
|
)
|
|
|
(82
|
)
|
|
|
(212
|
)
|
|
|
(391
|
)
|
Other operating expenses, net
|
|
|
(123
|
)
|
|
|
(779
|
)
|
|
|
(571
|
)
|
|
|
(121
|
)
|
|
|
(831
|
)
|
Share of net loss of equity accounted investments
|
|
|
(1,290
|
)
|
|
|
(1,735
|
)
|
|
|
(279
|
)
|
|
|
(148
|
)
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,919
|
|
|
|
1,248
|
|
|
|
1,351
|
|
|
|
1,235
|
|
|
|
162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income
|
|
|
1,539
|
|
|
|
1,124
|
|
|
|
936
|
|
|
|
442
|
|
|
|
289
|
|
Financial costs
|
|
|
(1,592
|
)
|
|
|
(1,052
|
)
|
|
|
(883
|
)
|
|
|
(512
|
)
|
|
|
(465
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
1,866
|
|
|
|
1,320
|
|
|
|
1,404
|
|
|
|
1,165
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
|
|
|
(971
|
)
|
|
|
(742
|
)
|
|
|
(552
|
)
|
|
|
(492
|
)
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
895
|
|
|
|
578
|
|
|
|
852
|
|
|
|
673
|
|
|
|
(29
|
)
|
Income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
895
|
|
|
|
578
|
|
|
|
852
|
|
|
|
673
|
|
|
|
677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial profits and losses
|
|
|
44
|
|
|
|
1
|
|
|
|
10
|
|
|
|
(7
|
)
|
|
|
15
|
|
Foreign currency translation
|
|
|
1,172
|
|
|
|
518
|
|
|
|
278
|
|
|
|
45
|
|
|
|
(133
|
)
|
Other comprehensive income related to our equity accounted investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
2,111
|
|
|
|
1,097
|
|
|
|
1,140
|
|
|
|
718
|
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (losses) per share basic/diluted (in pesos):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
0.422
|
|
|
|
0.227
|
|
|
|
0.386
|
|
|
|
0.306
|
|
|
|
(0.012
|
)
|
From discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0.422
|
|
|
|
0.227
|
|
|
|
0.386
|
|
|
|
0.306
|
|
|
|
0.337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
(in millions of pesos, except for per share amounts and number of
shares or as otherwise indicated)
|
|
Net income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
853
|
|
|
|
458
|
|
|
|
779
|
|
|
|
618
|
|
|
|
681
|
|
Non-controlling interest
|
|
|
42
|
|
|
|
120
|
|
|
|
73
|
|
|
|
55
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
895
|
|
|
|
578
|
|
|
|
852
|
|
|
|
673
|
|
|
|
677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations
|
|
|
2,111
|
|
|
|
1,097
|
|
|
|
1,140
|
|
|
|
718
|
|
|
|
(1
|
)
|
From discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,111
|
|
|
|
1,097
|
|
|
|
1,140
|
|
|
|
718
|
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
1,487
|
|
|
|
741
|
|
|
|
896
|
|
|
|
624
|
|
|
|
575
|
|
Non-controlling interest
|
|
|
624
|
|
|
|
356
|
|
|
|
244
|
|
|
|
94
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,111
|
|
|
|
1,097
|
|
|
|
1,140
|
|
|
|
718
|
|
|
|
571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
Petrobras Argentina S.A.Consolidated Statement of Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
(in millions of pesos, except for per share amounts and number of
shares or as otherwise indicated)
|
|
Statements of Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
2,229
|
|
|
|
2,278
|
|
|
|
1,193
|
|
|
|
1,260
|
|
|
|
1,192
|
|
Other investments
|
|
|
43
|
|
|
|
33
|
|
|
|
23
|
|
|
|
20
|
|
|
|
21
|
|
Trade receivables
|
|
|
3,241
|
|
|
|
2,945
|
|
|
|
2,519
|
|
|
|
2,168
|
|
|
|
1,871
|
|
Other receivables
|
|
|
3,100
|
|
|
|
1,676
|
|
|
|
1,551
|
|
|
|
1,553
|
|
|
|
1,070
|
|
Inventories
|
|
|
2,130
|
|
|
|
1,951
|
|
|
|
1,310
|
|
|
|
1,023
|
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
10,743
|
|
|
|
8,883
|
|
|
|
6,596
|
|
|
|
6,024
|
|
|
|
5,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
48
|
|
|
|
60
|
|
|
|
73
|
|
|
|
86
|
|
|
|
211
|
|
Other receivables
|
|
|
186
|
|
|
|
163
|
|
|
|
245
|
|
|
|
238
|
|
|
|
896
|
|
Deferred income tax assets
|
|
|
7
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
78
|
|
|
|
67
|
|
|
|
58
|
|
|
|
45
|
|
|
|
39
|
|
Other investments
|
|
|
290
|
|
|
|
153
|
|
|
|
301
|
|
|
|
279
|
|
|
|
348
|
|
Investments in associates
|
|
|
3,130
|
|
|
|
2,979
|
|
|
|
3,568
|
|
|
|
3,006
|
|
|
|
2,943
|
|
Investments in joint ventures
|
|
|
441
|
|
|
|
491
|
|
|
|
497
|
|
|
|
689
|
|
|
|
724
|
|
Property, plant and equipment
|
|
|
14,174
|
|
|
|
11,589
|
|
|
|
9,524
|
|
|
|
8,480
|
|
|
|
7,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
18,354
|
|
|
|
15,549
|
|
|
|
14,266
|
|
|
|
12,823
|
|
|
|
12,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
29,097
|
|
|
|
24,432
|
|
|
|
20,862
|
|
|
|
18,847
|
|
|
|
17,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
4,097
|
|
|
|
3,045
|
|
|
|
2,553
|
|
|
|
1,863
|
|
|
|
1,572
|
|
Short-term loans
|
|
|
61
|
|
|
|
92
|
|
|
|
208
|
|
|
|
1,108
|
|
|
|
40
|
|
Payroll and social security taxes
|
|
|
473
|
|
|
|
371
|
|
|
|
304
|
|
|
|
258
|
|
|
|
194
|
|
Taxes payable
|
|
|
775
|
|
|
|
1,134
|
|
|
|
578
|
|
|
|
470
|
|
|
|
310
|
|
Provisions
|
|
|
1,655
|
|
|
|
1,253
|
|
|
|
385
|
|
|
|
643
|
|
|
|
516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
7,061
|
|
|
|
5,895
|
|
|
|
4,028
|
|
|
|
4,342
|
|
|
|
2,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
|
|
|
|
4
|
|
|
|
7
|
|
|
|
172
|
|
|
|
184
|
|
Long-term loans
|
|
|
3,910
|
|
|
|
2,587
|
|
|
|
2,024
|
|
|
|
1,558
|
|
|
|
2,182
|
|
Employment benefit obligations
|
|
|
534
|
|
|
|
438
|
|
|
|
336
|
|
|
|
269
|
|
|
|
195
|
|
Deferred income tax liabilities
|
|
|
863
|
|
|
|
499
|
|
|
|
548
|
|
|
|
354
|
|
|
|
247
|
|
Provisions
|
|
|
2,166
|
|
|
|
2,394
|
|
|
|
2,224
|
|
|
|
1,581
|
|
|
|
1,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
7,473
|
|
|
|
5,922
|
|
|
|
5,139
|
|
|
|
3,934
|
|
|
|
4,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
14,534
|
|
|
|
11,817
|
|
|
|
9,167
|
|
|
|
8,276
|
|
|
|
6,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
1,010
|
|
Other items in Capital
|
|
|
2,186
|
|
|
|
2,186
|
|
|
|
2,186
|
|
|
|
2,186
|
|
|
|
2,186
|
|
Reserves income
|
|
|
7,465
|
|
|
|
7,144
|
|
|
|
6,508
|
|
|
|
5,953
|
|
|
|
448
|
|
Other
|
|
|
(693
|
)
|
|
|
(693
|
)
|
|
|
(693
|
)
|
|
|
(693
|
)
|
|
|
|
|
Unappropriated retained earnings
|
|
|
853
|
|
|
|
458
|
|
|
|
752
|
|
|
|
528
|
|
|
|
6,635
|
|
Other comprehensive income
|
|
|
1,106
|
|
|
|
472
|
|
|
|
189
|
|
|
|
72
|
|
|
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
12,936
|
|
|
|
11,586
|
|
|
|
10,961
|
|
|
|
10,065
|
|
|
|
10,345
|
|
Non-controlling interest
|
|
|
1,627
|
|
|
|
1,029
|
|
|
|
734
|
|
|
|
506
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
14,563
|
|
|
|
12,615
|
|
|
|
11,695
|
|
|
|
10,571
|
|
|
|
10,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares outstanding (in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
2,019
|
|
|
|
1,010
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
(in millions of pesos, except for per share amounts and number of
shares or as otherwise indicated)
|
|
Dividends per share (in pesos)
(1)
|
|
|
0.068
|
|
|
|
0.057
|
|
|
|
|
|
|
|
0.105
|
|
|
|
0.091
|
|
Dividends per share (in U.S.$. dollars)
(1)
(2)
|
|
|
0.007
|
|
|
|
0.007
|
|
|
|
|
|
|
|
0.022
|
|
|
|
0.022
|
|
(1)
|
Amounts calculated on outstanding capital stock of 2,019 million shares.
|
(2)
|
Amounts translated into U.S. dollars at the exchange rate at the date of payment.
|
EXCHANGE RATES
From April 1, 1991 until the end of 2001, Law No. 23,928 and Decree No. 529/91 (together, the
Convertibility Law) established a fixed exchange rate under which the
Banco Central de la República Argentina
(the Central Bank of Argentina, or the Central Bank) was obliged to sell U.S. dollars at
a fixed rate of one peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted the Public Emergency and Foreign Exchange System Reform Law No. 25,561 (the Public Emergency Law), which suspended certain provisions
of the Convertibility Law, including the fixed exchange rate of Ps.1.00 to U.S.$1.00, and granted the Argentine government the power to set the exchange rate between the peso and foreign currencies and to issue regulations related to the foreign
exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the peso has been allowed to float freely against other currencies since
February 2002, although the Central Bank has the power to intervene by buying and selling foreign currency for its own account, a practice in which it may engage on a regular basis.
After several years of moderate variations in the nominal exchange rate, the peso lost more than 30% of its value with respect to the U.S.
dollar in each of 2013 and 2014, and in 2015, the peso lost approximately 52% of its value with respect to the U.S. dollar, including a depreciation of approximately 35% mainly experienced after December 17, 2015 following the announcement of
the lifting by the Central Bank of most foreign exchange controls. See Risk FactorsFactors Relating to ArgentinaFluctuations in the value of the peso could adversely affect the Argentine economy, and consequently, our results
of operations or financial condition. The peso has been allowed to float with Central Bank interventions intended to ensure the orderly functioning of the foreign exchange market. There can be no assurance that the Argentine peso will not
depreciate or appreciate significantly with respect to the U.S. dollar and other currencies in the future.
The following table sets forth
the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Argentine pesos per U.S. dollar and not adjusted for inflation, based on rates quoted by the
Banco de la Nación Argentina
(the
National Bank of Argentina). The Federal Reserve Bank of New York does not report a buying rate for pesos.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine peso per U.S. dollar
|
|
|
|
High
|
|
|
Low
|
|
|
Average
(1)
|
|
|
Period-end
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
13.40
|
|
|
|
8.55
|
|
|
|
9.26
|
|
|
|
13.04
|
|
2014
|
|
|
8.56
|
|
|
|
6.52
|
|
|
|
8.12
|
|
|
|
8.55
|
|
2013
|
|
|
6.49
|
|
|
|
4.92
|
|
|
|
5.47
|
|
|
|
6.49
|
|
2012
|
|
|
4.91
|
|
|
|
4.30
|
|
|
|
4.55
|
|
|
|
4.91
|
|
2011
|
|
|
4.30
|
|
|
|
3.97
|
|
|
|
4.13
|
|
|
|
4.30
|
|
|
|
|
|
|
Month:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 2016
(2)
|
|
|
14.79
|
|
|
|
14.05
|
|
|
|
14.50
|
|
|
|
14.05
|
|
March 2016
|
|
|
15.80
|
|
|
|
14.39
|
|
|
|
14.99
|
|
|
|
14.70
|
|
February 2016
|
|
|
15.80
|
|
|
|
14.13
|
|
|
|
14.85
|
|
|
|
15.80
|
|
January 2016
|
|
|
13.90
|
|
|
|
13.04
|
|
|
|
13.61
|
|
|
|
13.84
|
|
December 2015
|
|
|
13.40
|
|
|
|
9.70
|
|
|
|
11.41
|
|
|
|
13.04
|
|
November 2015
|
|
|
9.68
|
|
|
|
9.55
|
|
|
|
9.62
|
|
|
|
9.68
|
|
(1)
|
The figures provided represent the average of the exchange rates at the close of trading on each business day during the relevant period.
|
(2)
|
Through April 15, 2016.
|
6
EXCHANGE CONTROLS
Prior to December 1989, the Argentine foreign exchange market was subject to exchange controls. From December 1989 until April 1991, Argentina
had a freely floating exchange rate for all foreign currency transactions, and the transfer of dividend payments in foreign currency abroad and the repatriation of capital were permitted without prior approval of the Central Bank. From April 1,
1991, when the Convertibility Law became effective, until December 21, 2001, when the Central Bank decided to close the foreign exchange market, the Argentine currency was freely convertible into U.S. dollars.
On December 3, 2001, the Argentine government imposed a number of monetary and currency exchange control measures through Decree
No. 1,570/01, which included restrictions on the free disposition of funds deposited with banks and tight restrictions on transferring funds abroad without the Central Banks prior authorization subject to specific exceptions for transfers
related to foreign trade. Between 2002 and the first half of 2011, the Central Bank gradually eased these restrictions.
In June 2003, the
Argentine government set restrictions on capital flows into Argentina, which mainly consisted of a prohibition against the transfer abroad of any funds until 180 days after their entry into the country. Furthermore, in June 2005, through Decree
No. 616/05, the Argentine government established further restrictions on capital flows into Argentina, including increasing the period that certain incoming funds must remain in Argentina to 365 calendar days and requiring that 30% of such
incoming funds be deposited with a bank in Argentina in a non-transferable, non-interest-bearing account for 365 calendar days. Export and import financing operations, as well as primary public offerings of corporate bonds listed on self-regulated
markets, among others, are exempt from the foregoing provision.
On October 25, 2011, the Argentine government issued Decree
No. 1,722/11, providing that all foreign currency revenues obtained from exports made by mining and oil and gas companies must be repatriated and sold within the local foreign exchange market, which is the general regime applicable to revenues
generated by Argentine exports. Prior to the issuance of this decree, companies engaged in exploration and development of hydrocarbons benefited from a special regime that allowed them to retain overseas up to 70% of the proceeds of certain exports.
Between October 2011 and December 17, 2015, the Argentine government expanded the restrictions on access to the foreign exchange
market and transfers of foreign currency abroad. Through a combination of foreign exchange and tax regulations, the Argentine authorities significantly curtailed access to foreign exchange by individuals and private sector entities. Foreign exchange
regulations included, among others, the obligation to obtain prior approval by the Central Bank of certain foreign exchange transactions such as payments relating to royalties, services or fees payable to related parties of Argentine companies
outside Argentina, the suspension of previously permitted purchases of foreign exchange in an amount of up to U.S.$2 million per month to create or increase portfolio investments outside of Argentina, and limits to the net position in foreign
exchange holdings of financial institutions. See Risk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected and may continue to adversely affect our financial condition and results
of operations.
On December 17, 2015, the Central Bank modified exchange control regulations to permit greater flexibility and
easier access to the foreign exchange market for individuals and private sector entities, including: the reduction of the mandatory minimum period for foreign financial indebtedness from 365 calendar to 120 calendar days, with a reduction to zero
percent of the mandatory deposit (
encaje
) and the elimination of the prior Central Bank approval requirement to access the exchange market for the payment of royalties, services and fees payable to foreign related entities. In
addition, access to the exchange market was reestablished for the purchase of foreign assets in an aggregate amount of up to U.S.$ 2 million per calendar month, and the CNV eliminated the requirement of a minimum holding period of 72 business
hours in connection with purchases and subsequent sales of securities listed or negotiated in any local and international stock exchange markets. See Risk FactorsFactors Relating to Argentina The impact of the recent
congressional and presidential elections on the future economic and political environment of Argentina is uncertain.
7
RISK FACTORS
Factors Relating to Argentina
Economic and
political instability in Argentina has affected and may continue to adversely affect our financial condition and results of operations.
We are exposed to economic and political conditions in Argentina, considering that as of December 31, 2015, approximately 81% of our
total assets, 99% of our sales, 92% of our combined crude oil and gas production and 90% of our proved oil and gas reserves were located in Argentina.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and
variable levels of inflation and currency devaluation. As a consequence, our business and operations have been, and may in the future be, affected from time to time to varying degrees by economic and political developments and other material events
affecting the Argentine economy, such as: inflation; price controls; exchange controls; fluctuations in foreign currency exchange rates and interest rates; currency devaluation; governmental policies regarding spending and investment, and other
initiatives increasing government involvement in economic activities; social unrest and local security concerns. You should make your own investigation into Argentinas economy and its prevailing conditions before making an investment in us.
During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the
crisis resulted in Argentina defaulting on its foreign debt obligations, introducing emergency measures and numerous changes in economic policies that affected utilities and many other sectors of the economy. Argentina also suffered a significant
real devaluation of the peso, which in turn caused numerous Argentine private sector debtors with foreign currency exposure to default on their outstanding debt. Following that crisis, Argentina substantially increased its real GDP. During 2008 and
2009, however, the Argentine economy suffered a slowdown attributed to local and external factors, including an extended drought affecting agricultural activities, and the effects of the global economic crisis. Real GDP growth recovered in 2010 and
2011, with GDP increasing to 9.5% and 8.4%, respectively. However, GDP growth slowed to 0.8% in 2012, recovering again to 2.9% in 2013. According to the INDEC, economic activity grew 0.5% in 2014 and 2.1% in 2015 (based on preliminary GDP data),
mainly as a result of the growth in the agricultural and construction segments. In 2014, private consumption and investment contracted by 0.5% and 5.5%, respectively. The economys contraction was primarily due to the weakening of the domestic
demand, which resulted, in part, from the increase in domestic prices due to the Central Banks financing of the governments fiscal imbalance. Private sector performance also weakened, mainly due to an increase in prices, a decrease in
the pesos purchasing power, limited access to credit markets and increased consumer saving in response to uncertain financial conditions.
Argentina has suffered inflationary pressures since 2007, evidenced by continued increases in fuel, energy and food prices, among other
indicators. According to inflation data published by the INDEC, from 2011 to 2014, the Argentine CPI increased 9.5%, 10.8%, 10.9% and 24.0% in each of those years, respectively, and 11.9% in the ten-month period ended October 31, 2015. The WPI
increased 12.7%, 13.1%, 14.8% and 28.3% in each of those years, respectively, and 10.6% in the ten-month period ended October 31, 2015. In November 2015, the INDEC suspended the publication of the CPI and the WPI.
From 2007 through 2015, the INDEC experienced a process of institutional and methodological reforms that gave rise to controversy with respect
to the reliability of the information that it produces, including inflation, GDP and unemployment data. Reports published by the IMF stated that their staff used alternative measures of inflation for macroeconomic surveillance, including data
produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC since 2007. The IMF also censured Argentina in 2013 for failing to make sufficient progress in adopting remedial measures to address
the quality of official data, including inflation and GDP data.
On February 13, 2014, the INDEC released the IPCNu which measures
prices on goods across the country and replaced the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the IPCNu brought inflation statistics closer to those estimated by private sources,
differences between official inflation data and private estimates remained at the end of 2015.
Since the first weeks after assuming
office on December 10, 2015, the new administration has introduced economic and policy reforms. See The impact of the recent congressional and presidential elections on the future economic and political environment of Argentina is
uncertain. In addition, the Argentine government has restarted negotiations with holdout creditors from the last Argentine debt restructuring. See A lack of financing for Argentine companies, whether due to market forces,
government regulation or the unresolved litigation with holdout bondholders, may negatively impact our financial condition or cash flows.
8
In January 2016, the new administration, through Decree No. 55/2016, declared a state of
administrative emergency in the national statistics system, and the new INDEC authorities announced the discontinuation of the methodology previously used to measure inflation and suspended the publication of all indices until the INDEC is in a
position to calculate such indices based on adequate and reliable official data. The INDEC has suggested using CPI figures published by the Province of San Luis and the City of Buenos Aires for reference in the meantime. According to the Province of
San Luis reports, the inflation rate was 2.9%, 6.5%, 4.2%, 2.7% and 3.0%, in November 2015, December 2015, January 2016, February 2016 and March 2016, respectively. According to the City of Buenos Aires reports, the
inflation rate was 2.0%, 3.9%, 4.1%, 4.0% and 3.3%, in November 2015, December 2015, January 2016, February 2016 and March 2016, respectively.
Since 2007 inflation in Argentina has contributed to a material increase in our costs of operation, in particular labor costs, and negatively
impacted our results of operations and financial condition. There can be no assurance that inflation rates will not escalate further in the future, or of what effects the measures adopted or that may be adopted by the Argentine government to control
inflation may have in the future. See Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.
We cannot provide any assurance that inflation, or other future economic, social and political developments in Argentina, over which we have
no control, will not adversely affect our financial condition or results of operations, including our ability to pay our debts at maturity or dividends.
The impact of the recent congressional and presidential elections on the future economic and political environment of Argentina is uncertain.
Presidential and congressional elections took place in Argentina on October 25, 2015, and a runoff election (ballotage)
between the two leading presidential candidates was held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected president of Argentina for a four-year period. The new administration assumed office on December 10,
2015.
Since assuming office, the new administration has announced and implemented certain economic and policy reforms, including:
Electricity system state of emergency and reforms.
The Argentine government, through Decree No. 134/2015, has declared a state of
emergency with respect to the national electricity system that will remain in effect until December 31, 2017. The state of emergency allows the Argentine government to take actions designed to guarantee the supply of electricity in Argentina
such as instructing the
Ministerio de Energía y Minería de la Nación
(the Ministry of Energy and Mining) to elaborate and implement, with the cooperation of all federal public entities, a coordinated program
to guarantee the quality and security of the electricity system and rationalize public entities consumption of energy. In addition, through Resolution No. 6/2016 of the Ministry of Energy and Mining and Resolution No. 1/2016 of the
Ente Nacional Regulador de la Electricidad
(the ENRE), the new administration announced the elimination of certain energy subsidies and a substantial increase in electricity rates.
INDEC reforms.
The new administration, through Decree No. 55/2016, declared a state of administrative emergency in the national
statistics system and the new INDEC authorities suspended the publication of all indices until the INDEC is in a position to calculate such indices based on adequate and reliable official data, and is working to implement certain methodological
reforms and adjust certain macroeconomic statistics on the basis of such reforms.
Foreign exchange reforms
. The new administration
has implemented certain changes to the foreign exchange market that provide greater flexibility and easier access to the foreign exchange market for individuals and private sector entities. The principal measures adopted as of the date of this
Annual Report include (i) the elimination of the requirement to mandatory transfer and settle the proceeds from new foreign financial indebtedness incurred by the foreign financial sector, the non-financial private sector and local governments
through the single and free floating foreign exchange market (the MULC) (except that the evidence of the mandatory transfer and settlement of funds through the MULC will still be required for subsequent access to the MULC in order to
repay principal and interest of such indebtedness); (ii) the reduction of the mandatory minimum period in which the proceeds of any new financial indebtedness and renewal of existing indebtedness incurred by residents, held by foreign creditors
and transferred through the MULC must be kept in Argentina, from 365 calendar days to 120 calendar days from the date of the transfer of the relevant amount; (iii) in the case of partial or total prepayment of principal corresponding to new
foreign financial indebtedness, access to the MULC is permitted subject to the mandatory minimum period mentioned above; (iv) the reestablishment of Argentine residents rights to purchase foreign currency in an amount up to U.S.$
2.0 million per month to acquire offshore assets; (v) the reduction from 30% to 0% of a mandatory, non-transferable and non-interest bearing deposit of the amount of certain transactions involving foreign currency inflows for a 365
calendar day period; and (vi) the elimination of the requirement of a minimum holding period (72 business hours) for purchases and subsequent sales of securities. See Exchange Controls
9
Deficit reduction
. The new administration has announced its intention to reduce its
primary budget deficit from approximately 5.8% of GDP in 2015, to 4.8% of GDP in 2016 and 3.3% of GDP in 2017, in part by eliminating public services subsidies in effect and decreasing public spending.
Foreign trade reforms.
The new administration has eliminated export duties on wheat, corn, beef and regional products, and reduced the
duty on soybeans by 5% to 30%. Furthermore, the 5% export duty on most industrial exports and export duties on mining exports were eliminated. With respect to payments for imports and services to be performed abroad, the new administration announced
the gradual elimination of limitations on transaction amounts for any transactions through the MULC. The limitations for such transactions have been eliminated as from June 2016.
As of the date of this Annual Report, the impact that these measures or other measures announced will have on the Argentine economy and the
timing of such implementation cannot be predicted.
Fluctuations in the value of the peso could adversely affect the Argentine economy and,
consequently, our results of operations or financial condition.
Fluctuations in the value of the peso may also adversely affect
the Argentine economy, our financial condition and results of operations. Since January 2002, the peso has fluctuated significantly in value. If the peso devalues significantly, all of the negative effects on the Argentine economy related to such
devaluation could also have adverse consequences for our business. A substantial increase in the value of the peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the countrys
current account balance and the balance of payments.
After several years of moderate variations in the nominal exchange rate, the peso
lost more than 30% of its value with respect to the U.S. dollar in each of 2013 and 2014, and in 2015, the peso lost approximately 52% of its value against the U.S. dollar, including a depreciation of approximately 35% mainly experienced after
December 17, 2015 following the announcement of the lifting of a most foreign exchange controls. Since the devaluation in December 2015, the Central Bank has allowed the peso to float and limited interventions to those needed to ensure the
orderly functioning of the foreign exchange market. As of April 15, 2016, the exchange rate was Ps.14.05 to U.S.$.1.00.
A continued
devaluation of the peso could have adverse consequences for our business. An increase in the devaluation of the peso could negatively affect our results of operations if the government enacts measures that do not permit us to pass those costs along
to customers. See Factors Relating to Our BusinessLimitations on local pricing in Argentina may adversely affect our results of operations. We are unable to predict the future value of the peso against the U.S. dollar and how
any fluctuations may affect the demand for our products and services or the costs that we incur in conducting our operations or our results.
Notwithstanding the measures recently adopted by the new administration, any future exchange control regulations may prevent or limit us from
offsetting the risk derived from our exposure to the U.S. dollar and consequently, adversely affect our financial condition and results of operations.
Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.
In addition to the political and economic factors described above, our business and operations have been, and could in the future be, affected
by actions taken by the Argentine government through the implementation of new, or the amendment of existing, laws and regulations, such as: nationalizations, expropriations or forced divestiture of assets; restrictions on production, imports and
exports; exchange or transfer restrictions; direct and indirect price controls; obligations to supply primarily to the domestic market (even if it entails importing products with negative margins); tax increases, changes in the interpretation or
application of tax laws and other retroactive tax claims or challenges; cancellation of contract rights; and delays or denials of governmental approvals.
Between 2007 and 2015, the Argentine government increased its direct intervention in the economy, including through the implementation of
expropriation and nationalization measures, price controls and exchange controls.
In 2008, the Argentine government absorbed and replaced
the former private pension system for a public pay as you go pension system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were
transferred to a separate fund (
Fondo de Garantía de Sustentabilidad
, or the FGS) to be administered by the National Social Security Administration (
Administración Nacional de la Seguridad Social
, or the
ANSES). The dissolution of the private pension funds and the transfer of their financial assets to the FGS have had important repercussions on the financing of private sector companies. Debt and equity instruments which previously could
be placed with pension fund administrators are now entirely subject to the discretion of the ANSES. Since acquiring equity interests in privately owned companies through the process of replacing the pension system, the ANSES is entitled to designate
government representatives to the boards of directors of those entities. Pursuant to Decree No. 1,278/12, issued by the Argentine government on July 25, 2012, the ANSESs representatives must report directly to the Ministry of Economy
and are subject to a mandatory information-sharing regime, under which, among other obligations, they must immediately inform the Ministry of Economy of the agenda for each board of directors meeting and provide related documentation.
10
In April 2012, the Argentine government decreed the removal of directors and senior officers of
YPF S.A. (YPF), the countrys largest oil and gas company, which was controlled by the Spanish group Repsol, and submitted a bill to the Argentine Congress to expropriate shares held by Repsol representing 51% of the shares of YPF.
The Argentine Congress approved the bill in May 2012 through the passage of Law No. 26,741, which declared the production, industrialization, transportation and marketing of hydrocarbons to be activities of public interest and fundamental
policies of Argentina, and empowered the Argentine government to adopt any measures necessary to achieve self-sufficiency in hydrocarbon supply. In February 2014, the Argentine government and Repsol announced that they had reached an agreement on
the terms of the compensation payable to Repsol for the expropriation of the YPF shares. Such compensation totaled U.S.$5 billion payable by delivery of Argentine sovereign bonds with various maturities. The agreement, which was ratified by Law
No. 26,932, settled the claim filed by Repsol with the International Centre for Settlement of Investment Disputes (the ICSID). See Factors Relating to Our BusinessThe Argentine government and provincial governments
have intervened in the oil and gas industry in the past, and are likely to continue to intervene.
Our business and operations in
Argentina may also be adversely affected by measures adopted by the Argentine government to address inflation. For example, increases in the costs of services and labor could negatively affect our results of operations if the government enacts
measures that do not permit us to pass those costs along to customers. See Factors Relating to Our BusinessLimitations on local pricing in Argentina may adversely affect our results of operations.
In addition, on October 26, 2011, the Argentine government issued Decree No. 1,722/11, providing that all foreign currency revenues
obtained from exports made by mining and oil and gas companies must be repatriated and sold within the local foreign exchange market, which is the general regime applicable to revenues generated by Argentine exports. Prior to the issuance of this
decree, we were allowed to retain overseas up to 70% of the proceeds of certain exports. See Item 3. Key InformationExchange Controls and Item 5. Operating and Financial Review and ProspectsDescription of
Indebtedness.
It was widely reported by private economists that expropriations, price controls, exchange controls and other direct
involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to the international capital markets and Argentinas commercial and diplomatic
relations with other countries. Recent measures taken by the new administration include: the reduction or elimination of certain restrictions to operate in the foreign exchange market, the increase in interest rates for loans in pesos, the removal
or reduction of taxes on exports for certain products and the increase of electricity and gas tariffs to reduce energy subsidies and the fiscal deficit. In February 2016, the Argentine government entered into an agreement in principle to settle with
certain holders of defaulted debt and put forward a proposal to other holders of defaulted debt. On April 22, Argentina issued U.S.$16.5 billion of new debt securities in the international capital markets, and applied U.S.$9.3 billion to satisfy
settlement payments on agreements with holders of approximately U.S.$8.2 billion principal amount of defaulted bonds. See A lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved
litigation with holdout bondholders, may negatively impact our financial condition or cash flows. Notwithstanding the measures recently adopted by the new administration, the level of government intervention in the economy may continue or increase,
which may adversely affect Argentinas economy and, in turn, our business, results of operations and financial condition.
The Argentine
economy can be adversely affected by economic developments in other markets and by more general contagion effects, which could have a material adverse effect on Argentinas economic growth.
Argentinas economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading
partners (including Brazil, the European Union, China and the United States). A significant decline in the economic growth of any of Argentinas major trading partners, such as the current slowdown of the Brazilian economy and substantial
depreciation of its currency, could have a material adverse impact on Argentinas balance of trade and adversely affect Argentinas economic growth. Declining demand for Argentine exports, or a decline in the international market prices
for those products, could have a material adverse effect on Argentinas economic growth.
A decline in the international prices for
Argentinas main commodity exports would have a negative impact on the levels of government revenues and the governments ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on
the governments reaction. Either of these results would adversely impact Argentinas economy and, in turn, our business, results of operations and financial condition. See Substantial or extended declines and volatility in the
prices of crude oil, oil products and natural gas may have an adverse effect on our results of operations and financial condition.
In addition, financial and securities markets in Argentina have been influenced by economic and market conditions in other markets worldwide.
Although economic conditions vary from country to country, investors perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into, and investments in
securities from issuers in, other countries, including Argentina. International investors reactions to events occurring in one market sometimes demonstrate a contagion effect in which an entire region or class of investment is
disfavored by international investors, Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have an adverse effect on our financial condition and results of operations.
11
There can be no assurance that the Argentine economy, its financial system and securities markets
will not be adversely affected by events in developed countries economies or events in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our business, financial condition and results of operations.
A lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved litigation with holdout
bondholders, may negatively impact our financial condition or cash flows.
The prospects for Argentine companies of accessing
financial markets might be limited in terms of the amount of financing available, and the conditions and cost of such financing.
Economic
policy measures adopted by the Argentine government, may continue to prevent Argentine companies such as us from accessing the international capital markets or make the terms of any such transactions less favorable than those provided to companies
in other countries in the region, and may therefore negatively impact our financial condition or cash flows.
In 2005 and 2010, Argentina
conducted exchange offers to restructure part of its sovereign debt that had been in default since the end of 2001. As a result of these exchange offers, Argentina restructured over 92% of its eligible defaulted debt.
Commencing in 2002, holdout creditors filed numerous lawsuits against Argentina in several jurisdictions, including the United States, Italy,
Germany, and Japan. These lawsuits generally assert that Argentina failed to make timely payments of interest and/or principal on their bonds, and seek judgments for the face value of and/or accrued interest on those bonds. Judgments have
been issued in numerous proceedings in the United States and Germany, but to date judgment creditors have not succeeded, with a few minor exceptions, in executing on those judgments.
In February 2012, plaintiffs in 13 actions in New York, involving claims for U.S.$ 428 million in principal, plus interest,
obtained a U.S. district court order enjoining Argentina from making interest payments in full on the bonds issued pursuant to the 2005 and 2010 exchange offers (Exchange Bonds) unless Argentina paid the plaintiffs in full, under the
theory that the former payments violated the
pari passu
clause in the 1994 Fiscal Agency Agreement (the FAA) governing those
non-performing
bonds. The U.S. district court order was stayed
pending appeals. The Second Circuit Court of Appeals affirmed the so-called
pari passu
injunctions, and on June 16, 2014 the U.S. Supreme Court denied Argentinas petition for a writ of certiorari and the stay of the
pari
passu
injunctions was vacated on June 18. Additionally, in 2015, plaintiffs that had obtained
pari passu
injunctions amended their complaints to include claims that Argentinas servicing of more recently issued BONAR 2024
bonds, as well as all external indebtedness in general, would violate the
pari passu
clause. The U.S. district court has not ruled on these new claims and discovery among the parties remains ongoing. On October 30, 2015, the U.S.
district court issued new
pari passu
injunctions, substantially identical to the ones already in effect, in 49 additional proceedings, involving claims for over U.S.$ 2.1 billion under the 1994 FAA, plus billions more in pre- and
post-judgment interest. Argentina appealed the decision on November 10, 2015.
In 2014, the Argentine Government took a
number of steps intended to continue servicing the bonds issued in the 2005 and 2010 exchange offers, which had limited success. Holdout creditors continued to litigate expanding the scope of issues to include payment by the Argentine Government on
debt other than the Exchange Bonds and the separateness of the Central Bank.
The new administration engaged in negotiations with holders
of defaulted bonds in December 2015 with a view to bringing closure to fifteen years of litigation. In February 2016, the Argentine government entered into an agreement in principle to settle with certain holders of defaulted debt and put forward a
proposal to other holders of defaulted debt, including those with pending claims in U.S. courts, subject to two conditions: obtaining approval by the Argentine Congress and the lifting of the
pari passu
injunctions. On March 2, 2016, the
U.S. district court agreed to vacate the
pari passu
injunctions, subject to two conditions: first, the repealing of all legislative obstacles to settlement with holders of defaulted debt securities issued under the FAA, and second, full
payment to holders of pari passu injunctions with whom the Argentine government had entered into an agreement in principle on or before February 29, 2016, in accordance with the specific terms of such agreements. The U.S. district courts
order was appealed and on April 13, 2016 was affirmed by the Second Circuit Court of Appeals. On March 31, 2016, the Argentine Congress repealed the legislative obstacles to the settlement and approved the settlement proposal. On April 22, Argentina
issued U.S.$ 16.5 billion of new debt securities in the international capital markets, and applied U.S.$ 9.3 billion to satisfy settlement payments on agreements with holders of approximately U.S.$ 8.2 billion principal amount of defaulted bonds.
The U.S. district court ordered the vacatur of all pari passu injunctions upon confirmation of such payments.
As of the date of this
Annual Report, litigation initiated by bondholders that have not accepted Argentinas settlement offer continues in several jurisdictions, although the size of the claims involved has decreased significantly. The lifting of the injunctions
issued by the United States courts preventing bondholders from receiving their interest payments on the bonds issued pursuant to the 2005 and 2010 exchange offers and the related subsequent events paved the way for the Argentine government to regain
access to the international capital markets.
12
Application of certain laws and regulations is uncertain and could adversely affect our results of
operations and financial condition.
Law No. 26,854, which regulates injunctions in cases to which the Argentine government
is a party or has intervened, took effect on April 30, 2013 as part of a judicial reform bill approved by the Argentine Congress. Among the principal changes implemented pursuant to the judicial reform bill are a time limitation on injunctions
imposed in proceedings brought against the Argentine government and the creation of three new chambers of
Casación
which hear appeals prior to the intervention of the Supreme Court of Justice. In addition, Law No. 26,855, which
became effective on May 27, 2013, modified the structure and functions of the Argentine
Consejo de la Magistratura
(judicial council), which is empowered to appoint judges, present charges against them, and suspend or remove them.
However, certain aspects of the legislation have been struck down by the Supreme Court as unconstitutional.
On September 18, 2014,
the Argentine Congress enacted Law No. 26,991 amending Law No. 20,680 (the Supply Law), which became effective on September 28, 2014, to increase control over the supply of goods and provision of services. Such initiative
includes the ability of the Argentine government to regulate consumer rights under Article 42 of the Constitution and permits the creation of an Observer of Prices of Goods and Services. The Supply Law, as amended: (i) requires the continued
production of goods to meet basic requirements; (ii) creates an obligation to publish prices of goods and services produced and borrowed; (iii) allows financial information to be requested and seized; (iv) intensifies fines for
judicial and fiscal persons. The reforms and creation of the Observer of Prices of Goods and Services could adversely affect our operations. An initiative to regulate questions of consumer rights was also approved, creating the
Conciliación Previa en las Relaciones de Consumo
(COPREC), where users and consumers may present claims free of charge and have them resolved within 30 days.
The Supply Law applies to all economic processes linked to goods, facilities and services which, either directly or indirectly, satisfy basic
needs of the population (Basic Needs Goods) and grants a broad delegation of powers to its enforcing agency involved in such processes. It also empowers the enforcing agency to order the sale, production, distribution or delivery of
Basic Needs Goods throughout the country in case of a shortage of supply.
On October 1, 2014, the Argentine Congress approved the
reform, update and unification of the National Civil and Commercial codes. A single new National Civil and Commercial Code became effective on August 1, 2015. The consequences of the reform and its subsequent judicial application cannot be
predicted.
The long-term impact of recently adopted legislation on Argentinas legal system and future administrative or judicial
proceedings, including potential future claims by us against the Argentine government, cannot be predicted.
Factors Relating to Our Business
Substantial or extended declines and volatility in the prices of crude oil, oil products and natural gas may have an adverse effect on our results of
operations and financial condition.
A significant amount of our revenue is derived from sales of crude oil, oil products and
natural gas. Factors affecting international prices for crude oil and related oil products include: political developments in crude oil producing regions, particularly the Middle East; the ability of the Organization of Petroleum Exporting Countries
(OPEC) and other crude oil producing nations to set and maintain crude oil production levels and prices; global and regional supply and demand for crude oil, gas and related products; competition from other energy sources; domestic and
foreign government regulations; weather conditions; and global and local conflicts or acts of terrorism. We have no control over these factors. Changes in crude oil prices generally result in changes in prices for related products. International oil
prices have fluctuated widely in recent years, declining significantly since the second half of 2014.
Substantial or extended declines in
international prices of crude oil and related oil products may have a material adverse effect on our business, results of operations and financial condition and the value of our proved reserves. In addition, significant decreases in the prices of
crude oil and related oil products may require us to incur impairment charges in the future or cause us to reduce or alter the timing of our capital expenditures, and this could adversely affect our production forecasts in the medium term and our
reserves estimates in the future.
Argentine oil and gas production concessions and exploration permits are subject to certain conditions and may
not be renewed or could be revoked.
Law No. 17,319 (the Hydrocarbons Law), as amended by Law No. 27,007,
provides that conventional (oil and gas) concessions remain in effect for 25 years, non-conventional concessions for 35 years and offshore concessions for 30 years, from the date of their award, and further provides for the extension of concession
periods for up to additional ten years, subject to terms and conditions approved by the grantor at the time of the extension. The authority to extend the terms of current and new permits, concessions and contracts is vested with the government of
the Argentine province in which the relevant area is located (or the
13
Argentine government in respect of offshore areas beyond 12 nautical miles). In order to be eligible for an extension, under the amended Hydrocarbons Law, concessionaires must (i) have
complied with their obligations under the law and their concession, (ii) be producing hydrocarbons in the concession under consideration, and (iii) submit an investment plan for the development of such areas as requested by the competent
authorities at least one year prior to the termination of the concession term. Further, concessionaires applying for extensions under Law No. 27,007 must make additional royalty payments ranging from 3% up to a maximum of 18%. Non-compliance
with the obligations and standards set out in the Hydrocarbons Law may also result in the imposition of fines and, in the case of material breaches following the expiration of applicable cure periods, revocation of the concession or permit. We
cannot provide assurances that concessions will be extended as a result of the review by the relevant authorities of the investment plans we submit for such purposes in the future, or that other requirements will not be imposed on us in order to
obtain extensions. See Item 4. Information on the CompanyBusiness OverviewOil and Gas Exploration and ProductionOur Oil and Gas Exploration and Production Interests.
Our crude oil and natural gas reserves estimates involve some degree of uncertainty that could adversely affect our ability to generate income.
Our proved oil and gas reserves are estimated using geological and engineering data to determine with reasonable certainty
whether the crude oil or natural gas in known reservoirs is recoverable under existing economic and operational conditions. The accuracy of proved reserves estimates depends on a number of factors, assumptions and variables, some of which are beyond
our control. Factors susceptible to our control include drilling, testing and production after the date the estimates are made, which may result in substantial revisions to reserves estimates; the quality of available geological, technical and
economic data used by us and our interpretation thereof; the production performance of our reservoirs and our recovery rates, both of which depend in significant part on available technologies as well as our ability to implement such technologies
and the relevant know-how; the selection of third parties with which we enter into business; and the accuracy of our estimates of initial hydrocarbons in place, which may prove to be incorrect or require substantial revisions. Factors mainly beyond
our control include changes in prevailing oil and natural gas prices, which could have an effect on the quantities of our proved reserves (since the estimates of reserves are calculated under economic conditions existing when such estimates are
made); changes in the prevailing tax rules, other government regulations and contractual conditions after the date estimates are made (which could make reserves no longer economically viable to exploit); and certain actions of third parties,
including the operators of fields in which we have an interest. See Item 4. Information on the CompanyOil and Gas Exploration and ProductionReserves.
As a result of the foregoing, reserves estimates are subject to revision. Any downward revision in our estimated quantities of proved reserves
could adversely impact our financial results by leading to increased depreciation, depletion and amortization or impairment charges, which would reduce earnings and shareholders equity.
Oil and gas activities are subject to significant economic, environmental and operational risks.
Oil and gas exploration and production activities are subject to particular economic and industry-specific operational risks, some of which
are beyond our control, such as production, equipment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our
operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failure,
abnormally pressured formations, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. If these risks materialize, we may suffer substantial operational losses or disruptions in our operations. Drilling may
be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs are taken into account.
We may not be able to replace our oil and gas reserves and this may have an adverse impact on our future results of operations and financial condition.
In recent years, we have experienced a decline in reserves and production (see Item 4. Information on the
CompanyBusiness OverviewReservesInternal Control over Proved Reserves). The possibility of replacing our crude oil and gas reserves in the future is dependent on our ability to access new reserves, both through successful
exploration and reserve acquisitions. We consider exploration, which carries inherent risks and uncertainties, to be our main vehicle for future growth and reserves replacement.
Without successful exploration activities or reserves acquisitions, our proved reserves would decline as our oil and gas production would be
forced to rely on our current portfolio of assets.
We cannot guarantee that our exploration, development and acquisition activities will
allow us to offset the decline of our reserves. If we are not able to successfully find, develop or acquire sufficient additional reserves, our reserves and therefore our production may continue to decline and, consequently, this may adversely
affect our future results of operations and financial condition.
14
The Argentine government and provincial governments have intervened in the oil and gas industry in the
past, and are likely to continue to intervene.
The Argentine government has historically exercised significant influence over the
economy, including the energy sector, and companies such as us which operate in that sector have done so in a heavily regulated environment, aimed primarily at ensuring the satisfaction of domestic demand.
To address the Argentine crisis of 2001 and 2002, the Argentine Congress enacted the Public Emergency Law and other emergency regulations,
some of which remain in effect to date. Some of these regulations introduced a number of material changes to the regulatory framework applicable to the oil and gas industry in Argentina.
As of the date of this Annual Report, the Public Emergency Law is still in effect. In addition, the Argentine government continues to
introduce material changes to the regulatory regime applicable to the oil and gas industry, such as the suspension of the
Petróleo Plus
(Oil Plus) and
Refinación Plus
(Refining Plus) programs, and
the obligation to repatriate and sell in the local market 100% of the foreign currency revenues obtained from oil and gas exports.
On
April 17, 2012, the Argentine government submitted a bill to the Argentine Congress calling for the expropriation of 51% of the shares of YPF owned by Repsol YPF S.A. (Spain). Effective May 7, 2012, the Argentine Congress enacted Law
No. 26,741, sanctioning the expropriation of 51% of YPFs Class D shares, out of the shares then held by Repsol YPF S.A. (Spain), and 51% of Repsol YPF GAS S.A., represented by 60% of its Class A shares then held by Repsol Butano S.A.
(Spain).
Law No. 26,741 also defines the hydrocarbon activities (including the exploitation, industrialization, transportation and
commercialization thereof) in the territory of Argentina as of national public interest. On July 27, 2012, Decree No. 1,277/12 regulated various aspects of Law No. 26,741, specifically it (a) abrogated the sections of
Decree Nos. 1,055/89, 1,212/89 and 1,589/89 (the Deregulation Decrees) that established the right to freely market hydrocarbon products in the domestic and external markets, and the exemption from export withholdings;
(b) created the
Comisión de Planificación y Coordinación Estratégica del Plan Nacional de Inversiones Hidrocarburíferas
(Commission of Planning and Strategic Coordination of the National Hydrocarbon
Investments Plan, or the Commission), in charge of executing a National Hydrocarbon Investments Plan; (c) established the obligation for hydrocarbon companies to submit their technical, production and economic data to
the Commission, as well as their investment plans; and (d) granted broad powers to the Commission with the aim of monitoring the investment plans and ensuring reasonable commercial prices in the domestic market. See Item 4. Information on
the CompanyRegulation of Our Business. Similarly, in 2012, the governors of ten hydrocarbon-producing Argentine provinces signed the
Acuerdo Federal de Hidrocarburos
(Federal Hydrocarbons Accord), including among its principal
objectives to establish self-sufficiency in oil and gas supplies as a national policy.
In December 2015, the new administration, pursuant
to Decree No. 272/2015, which amended Decree No. 1,277/12, dissolved the Commission and transferred certain of the Commissions functions and duties to the Ministry of Energy and Mining. Through Decree No. 272/2015, the Ministry
of Energy and Mining is in charge of completing a comprehensive review of the rules relating to the registration and disclosure requirements applicable to companies operating in the oil and gas sector. However, until any changes in laws or
regulations are enacted, we are uncertain as to how any such changes may affect our business and results of operations. Changes made in connection with the Ministry of Energy and Minings review, or any further changes in the regulatory
framework, may have an adverse effect on the business, revenues and operations of companies operating in the Argentine oil and gas sector, including us.
We cannot assure that these or other measures that may be adopted by the Argentine government or provincial governments with respect to the
oil and gas industry will not have a material adverse effect on our business, financial condition or results of operations.
Limits on exports of
hydrocarbons and related oil products have affected and may continue to affect our results of operations.
In recent periods, the
Argentine government has introduced a series of measures limiting exports of hydrocarbons and related oil products, which have prevented us from profiting from higher prices on these commodities in the international markets, and materially affected
our competitiveness and results of operations.
In April 2004, to facilitate the recovery of natural gas prices, the Secretariat of Energy
(SE) entered into an agreement with natural gas producers, requiring them to sell a specified amount of gas in the local regulated market. During 2006, the SE required producers to redirect gas earmarked for export to supply local
thermal power plants and gas distribution companies. In January 2007, the SE confirmed that the ability to export hydrocarbons would be subject to the satisfaction of domestic demand and that exports would have to be authorized on a case-by-case
basis by the SE. These measures prevented us from benefiting from higher margins in the international markets. In 2007, upon the expiration of the aforementioned agreement, the Argentine government and producers signed a new agreement effective
until 2011 aimed at securing the domestic supply of gas. On January 5, 2012, the SE decided to extend the temporary allocation rules and other criteria established by Resolution No. 599/2007 to set obligations for the timely supply of
natural gas, as established under the agreement with natural gas producers in effect from 2007 through 2011 until new legislation is passed.
15
Under these agreements, temporary limits on certain natural gas exports have been imposed to
avoid a crisis in the local supply of natural gas, depriving us of higher prices in the international markets.
Pursuant to SE Resolution
No. 1,679/04, since December 2004, producers must obtain the approval of the Argentine government prior to exporting crude oil or diesel. To obtain such approval, exporters must demonstrate that they have either satisfied local demand
requirements or have granted the domestic market the opportunity to acquire oil or diesel under terms similar to current domestic market prices and, in the case of diesel, they must also demonstrate, if applicable, that commercial terms offered to
the domestic market are at least equal to those offered to their own gas station network. Furthermore, in December 2006, through Resolution No. 1,338/06, the SE extended these regulations to the export of gasoline, fuel oil and fuel oil
mixtures, aero kerosene, jet fuel, lubricants, asphalts, coke and by-products for use in the petrochemical industry. In January 2008, the Argentine government temporarily prohibited exports of gasoline and diesel until the domestic market was fully
supplied at the prices in force on October 31, 2007.
These restrictions may significantly and adversely affect the profitability of
our operations, preventing us from capturing the upside of export prices, and negatively impacting the total volume of refined products sold in the domestic market, due to our need to manage crude oil volumes processed in accordance with our storage
capacity.
Notwithstanding the measures recently adopted by the new administration, we cannot assure that the Argentine government will
not increase export restrictions on hydrocarbons and related oil products, adversely affecting our financial condition and results of operations.
Export taxes and import regulations on our products have negatively affected, and may continue to negatively affect, the profitability of our
operations.
On March 1, 2002, the Argentine government imposed a withholding tax on exports of hydrocarbons, initially
lasting five years. The export tax was extended in 2006 by Law No. 26,217 and in 2011 by Law No. 26,732 and is in effect through 2015. This tax framework has prevented us from benefiting from significant increases in international prices
for oil, oil related products and natural gas, hindered us from offsetting sustained increases in costs related to the energy industry, and materially affected our competitiveness and results of operations. Effective November 2007, the Ministry of
Economy adopted a more onerous method for calculating withholding taxes on exports of crude oil and certain oil by-products. On January 3, 2013, withholding taxes on exports of crude oil were reduced, enabling a reduction of the gap between
local and export net prices. In October 2014, the withholding tax on hydrocarbon exports was modified, linking the rate (ranging from 10% to 13%) to a specific price schedule. Additionally, Resolution No. 1077/14 of the Ministry of Economy and
Public Finance became effective on January 1, 2015 providing that for so long as the international price of crude oil is less than U.S.$71 per barrel, the applicable withholding tax rate will be 1% and incremental tax rates will apply for so
long as the international price of crude oil is equal to or higher than U.S.$71 per barrel. See Item 5. Operating and Financial Review and ProspectsFactors Affecting Our Consolidated Results of OperationsRegulations of the Energy
Industry in ArgentinaWithholding Taxes on Exports.
In addition, in 2012, the Argentine government adopted an import procedure
pursuant to which local authorities must pre-approve any import of products and services to Argentina as a precondition to allow importers access to the foreign exchange market for the payment of such imported products and services. During 2012, the
European Union, the United States of America and Japan filed claims with the World Trade Organization (WTO) against certain import-related requirements maintained by Argentina. The WTO has found that those measures were not consistent with
Argentinas obligations under the WTO and requested their removal. On December 22, 2015, through Resolution No. 3,823, the Federal Public Revenue Agency (
Agencia Federal de Ingresos Públicos
, or AFIP) removed
the import license procedure in place since 2012, namely the Advance Import Affidavit (DJAI) system, and replaced it with the new Comprehensive Import Monitoring System (SIMI) intended to ease imports. Among other changes,
local authorities must now reply to any request for approval within ten days from the date on which the request is filed.
We cannot
assure that the Argentine government will not modify or maintain current export tax rates and import regulations. We cannot predict the impact that any changes may have on our results of operations and financial condition.
Limitations on local pricing in Argentina may adversely affect our results of operations.
In recent years, due to regulatory, economic and government policy factors, our domestic crude oil, gasoline, diesel and other fuel prices
have differed substantially from the prices for such products prevailing on the international and regional markets, and our ability to increase or maintain prices to adjust to international price or domestic cost variations has been limited.
International crude oil and related oil product prices have declined significantly since the second half of 2014. On December 31, 2015, the BRENT crude oil price fell below U.S.$38 per barrel, representing approximately a 28% decrease compared
to the 2015 average price of U.S.$ 52.30 per barrel.
16
Domestic crude oil prices decreased by U.S.$7 per barrel in the first quarter of 2015 compared to
the price in effect as of December 31, 2014, and by an additional 10% in 2016, compared to the price in effect as of December 31, 2015, resulting in a price of U.S.$67.50 and U.S.$54.90 per barrel for Medanito and Escalante crude oil,
respectively. However, as of the date of this Annual Report, prices for domestic crude oil and refined products generally exceed the international prices for such products.
In addition, prices at which we sell natural gas in Argentina are subject to government regulations, including compensation schemes resulting
in increases in the revenues of companies such as us admitted to natural gas injection stimulus programs such as the Gas Program II (as defined below). See Item 4Information on the CompanyRegulation of Our BusinessArgentine
Regulatory FrameworkAdjustment of Natural Gas Price at Wellhead.
Furthermore, the Argentine government sets the tariffs for
compensation of generation companies (affecting the Genelba Combined Cycle and Pichi Picún Leufú Hidroelectric Complex operations) in the spot market in Argentine pesos See Item 4Information on the CompanyRegulation
of Our BusinessArgentine Regulatory FrameworkElectricity.
For additional information on domestic pricing for our
products, see Item 5. Operating and Financial Review and ProspectsFactors Affecting our Consolidated Results of OperationsRegulation of the Energy Industry in Argentina and Item 4. Information on the
CompanyRegulation of Our BusinessArgentine Regulatory Framework.
We cannot assure that we will be able to maintain or
increase the domestic prices of our products, and limitations on our ability to do so would adversely affect our financial condition and results of operations. Similarly, we cannot assure that hydrocarbon prices in Argentina will track increases or
decreases in hydrocarbon prices in the international or regional markets. Discrepancies between domestic and international prices may adversely affect our financial condition and results of operations.
Oil and gas prices could affect our level of capital expenditures.
The prices that we are able to obtain for our hydrocarbon products affect the viability of investments in new exploration, development and
refining activities, and as a result, the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by taking into account, among other things, market prices for our hydrocarbon products. In the event
that current domestic prices decrease, our ability to improve our hydrocarbon recovery rates, identify new reserves and carry out certain of our other capital expenditure plans is likely to be affected, which, in turn, could have an adverse effect
on our results of operations.
The Argentine government and our associated utility company are in the process of renegotiating utility contracts,
and the recoverability of our investments in such associate depends on the successful completion of these negotiations.
The
macroeconomic situation of the country after the enactment of the Public Emergency Law in 2002 impacted the economic and financial condition of utility companies in Argentina. The combined effect of (i) the devaluation of the peso in 2002,
(ii) the government decision to freeze rates in pesos without reflecting the impact of the devaluation, and (iii) financial debts primarily denominated in foreign currency, adversely affected the utility companies financial
condition, results of operations and their ability to satisfy financial obligations and pay dividends. Although some of these utility companies have been successful in restructuring their indebtedness, their return to financial stability and
profitability on a long-term basis depends on a successful negotiation of tariff increases with the Argentine government. Transportadora de Gas del Sur S.A. (TGS) has engaged in negotiations with the Utilities Contract Renegotiation and
Analysis Committee (
Unidad de Renegociación y Análisis de Contratos de Servicios Públicos
, or the UNIREN) and obtained transitional adjustments of prices and tariffs that were necessary to ensure the
continuity of the normal provision of its services. On February 16, 2016, the new administration, through Decree No. 367/16, dissolved the UNIREN and transferred the responsibility of renegotiating public service agreements to the
ministries with jurisdiction over the relevant activity (in the case of TGS, the Ministry of Energy and Mining) acting jointly with the Ministry of Economy and Public Finance. Pursuant to Resolution No. 31/16 of the Ministry of Energy and
Mining, TGS and the ENARGAS are expected to conclude the renegotiation process within twelve months following the issuance of Resolution No. 3,724/16, on March 31, 2016. As of the date of this Annual Report, these discussions have not
resulted in tariff increases sufficient for our associated utility companys regulated segment to return to financial stability and profitability. See Item 4. Information on the CompanyGas and EnergyGas
TransportationTGSTariff Renegotiation Process, and Item 4Regulation of Our BusinessArgentine Regulatory FrameworkNatural Gas and Electricity.
Developments affecting our controlling shareholder may have an adverse effect on our operations.
Beginning in 2014, and over the course of 2015, the Brazilian Federal Prosecutors Office investigated irregularities involving Petrobras
contractors and suppliers and uncovered a broad payment scheme that involved a wide range of participants, including former Petrobras personnel. Based on the information available to Petrobras, the payment scheme involved a group of companies that,
between 2004 and April 2012, colluded to obtain contracts with Petrobras, overcharging Petrobras under those contracts and using the overpayment received under the contracts to fund improper payments to political parties, elected officials or other
public officials, individual contractor personnel, former Petrobras personnel and other individuals involved in the payment scheme. In addition to the payment scheme, the investigations identified several specific instances of other contractors and
suppliers that allegedly overcharged Petrobras and used the overpayment received from their contracts with Petrobras to fund improper payments, unrelated to the payment scheme, to certain former Petrobras personnel.
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Although Brazilian authorities have publicly described Petrobras as a victim of the alleged
illegal conduct identified during the above-mentioned investigations, we cannot predict the overall effects of the ongoing investigation, which could have an adverse effect on our business, financial condition or results of operations.
Ongoing internal investigation could affect our business and/or our results of operations.
In response to certain testimony from a former senior Petrobras officer in connection with Brazilian criminal investigations, our board of
directors (the Board of Directors) has initiated an independent internal investigation process through external specialized law firms. Additionally, a Monitoring Committee was created to oversee the investigation.
As of the date of this Annual Report, the investigation is ongoing but it has not revealed any findings that would result in adjustments
and/or additional disclosures to our Audited Consolidated Financial Statements. However, we cannot predict the effects of the ongoing investigation, which could affect our business and/or our results of operations.
Our activities may be adversely affected by events in other countries in which we do business, particularly in Venezuela.
Our operations are concentrated in Latin America, a region that has experienced significant economic, social, political and regulatory
volatility. In recent periods, many governments in Latin America have taken steps to assert greater control or increase their share of revenues from the energy sector, spurred by soaring oil and gas prices and nationalist policies. See Item 4.
Information on the CompanyRegulation of Our BusinessesVenezuelan Regulatory Framework and Bolivian Regulatory Framework.
These risks are evidenced by changes in business conditions that we have experienced in Venezuela, Bolivia and Ecuador. See Item 5.
Operating and Financial Review and ProspectsFactors Affecting our Consolidated Results of Operations and Item 4. Information on the CompanyOil and Gas Exploration and ProductionProductionProduction Outside
Argentina.
Regarding our investments in mixed companies in Venezuela, the monetary and fiscal policies implemented by the
Venezuelan government together with the significant drop in international oil prices since 2014 have eroded the ability of the mixed companies to efficiently operate the producing fields, creating greater uncertainty as to the risks of our
investments in Venezuela.
The level of government intervention in the economy of Latin American countries has adversely affected our
business and results of operations, including, by changing the terms and conditions of operating service agreements in Venezuela and by increasing tax rates. We cannot assure that such intervention will not continue or increase, further adversely
affecting our business, results of operations and financial condition.
We could be subject to organized labor action.
Many of our operations are highly labor-intensive and require a significant number of workers. The sectors in which we operate are largely
unionized. We have experienced organized work disruptions and stoppages in the past, frequently due to strikes by employees of contractors we employ. We cannot assure that we will not experience such disruptions or work stoppages in the future, and
any such action could adversely affect our business and revenues.
During 2010, to a lesser extent, 2011 and 2012, gas production in the
Austral Basin was affected by labor strikes. Between March and June 2013, we experienced trade union conflicts at the Zárate Plant. During 2014 and 2015, trade union conflicts did not significantly affect our operations and were mostly
related to industry-wide actions.
We do not maintain insurance coverage for business interruptions, including business interruptions
caused by labor actions. Strikes or other types of conflict with the unionized personnel may adversely affect our results of operations and financial condition.
Our operations could cause environmental damage, and any changes in environmental laws or regulations may increase our operational costs.
Some of our operations are exposed to environmental risks that may arise unexpectedly and result in material adverse effects on our results of
operations and financial condition. In addition, the occurrence of any of these risks could result in personal injuries, loss of life, environmental damage, clean-up and repair expenses, equipment damage and liability in civil and administrative
proceedings. We cannot assure that we will not incur additional costs related to the environment in the future, which could negatively impact our results of operations and financial condition. In addition, we cannot assure that the insurance
coverage that we maintain is adequate to cover the losses that may potentially arise from these environmental risks.
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Furthermore, we are subject to extensive environmental laws and regulations both in Argentina and
in the other countries in which we operate. Local, provincial and national authorities in Argentina and other countries where we operate may implement new environmental laws and regulations, and are moving towards more stringent enforcement of
existing environmental laws and regulations, both of which may require us to incur higher compliance costs. For example, various initiatives in regions outside of Argentina have been made or proposed to regulate hydraulic fracturing processes (which
involve injecting water, sand and small volumes of chemicals into a wellbore to fracture hydrocarbon-bearing rock thousands of feet below the surface to facilitate higher flow of hydrocarbons into the wellbore), and drilling activities for
non-conventional oil and gas reserves. The imposition of stringent regulatory and permitting requirements related to these practices in Argentina could significantly increase our cost of doing business.
We cannot predict the overall effects of the implementation of new environmental laws and regulations and/or the more stringent enforcement of
existing environmental laws and regulations on our financial condition and results of operations.
Oil and gas activity has become increasingly
dependent on digital technologies to conduct operations, including certain exploration, development and production activities.
Our technologies, systems, networks, and those of our business partners may become the target of cyber-attacks or information security
breaches that could result in the unauthorized release, misuse or loss of confidential information, or other disruption of our business operations. In addition, certain cyber incidents, such as surveillance, may remain undetected for an extended
period. We depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. Although we have not experienced any material loss related
to cyberattacks, there can be no assurance that we will not be the target of cyberattacks in the future that could adversely affect our operations or financial condition. As cyber threats continue to evolve, we may be required to incur additional
expenses to enhance our protective measures or to remediate any information security vulnerability.
If a change of control occurs, we may not have
the ability to raise the funds necessary to finance the offer to repurchase as required by our Series S Notes or to replace or collateralize guarantees.
As of the date of this Annual Report, approximately U.S.$300 million of our financial debt is represented by our Series S Notes. Under the
supplemental indenture for the Series S Notes, if a change of control occurs, we must offer to repurchase any and all such notes that are outstanding at a purchase price equal to 101% of the aggregate principal amount of such notes, plus any accrued
and unpaid interest thereon and additional amounts, if any, through the purchase date. We may not have sufficient funds available to make the required repurchases of the Series S Notes upon a change of control.
If we fail to repurchase (or cause to repurchase) our Series S Notes in circumstances that may constitute an event of default under the
supplemental indenture, which may in turn trigger cross-default provisions in other of our debt instruments then outstanding, our results of operations could be adversely affected and the market value of our shares and ADSs could decline.
In connection with other instruments to which we are a party, certain banking institutions have issued guarantees at our request in favor of
third parties and we could be required to replace or to collateralize them with a cash deposit in case of a change of control, which could adversely affect our business. Additionally, if we fail to replace or collateralize such guarantees, which may
in turn trigger cross-default provisions in other of our debt instruments then outstanding, certain amounts may become immediately due and our business could be adversely affected. See Item 4. Information on the CompanyHistory and
DevelopmentNegotiations for the disposition of controlling interest by our controlling shareholder.
Risks Relating to Our Shares, ADSs and
Series S Notes
Our principal shareholders can exercise control over the Company.
As of the date of this Annual Report, Petrobras holds 67.2% of our capital stock and voting rights and the ANSES holds approximately 11.8% of
our shares and voting rights. Petrobras is able to determine or exercise significant influence on substantially all matters requiring approval by a majority of our shareholders, including the election of a majority of our directors. Petrobras also
directs our operations and may be able to cause or prevent a change in our control. See Item 4. Information on the CompanyHistory and DevelopmentNegotiations for the disposition of controlling interest by our controlling
shareholder.
We cannot assure that the interests of our principal shareholders will not diverge from interests of our other
investors. See Item 7. Major Shareholders and Related Party Transactions
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Restrictions on capital outflows imposed by Argentina may impair your ability to receive dividends and
distributions on, and the proceeds of any sale of, the shares underlying the ADSs.
In the past, and as recently as 2015, the
Argentine government imposed restrictions on capital movements in circumstances where a serious imbalance develops in Argentinas balance of payments or where there are reasons to foresee such an imbalance. We cannot assure that the Argentine
government will not impose restrictions on capital outflows and/or foreign exchange which could impair or prevent the conversion of dividends, distributions, or the proceeds from any sale of shares, as the case may be, from pesos into U.S. dollars
and the remittance of the U.S. dollars abroad.
Under the terms of our Deposit Agreement with the depositary for the ADSs, the depositary
will convert any cash dividend or other cash distribution we pay on the shares underlying the ADSs into U.S. dollars if, in the judgment of the depositary, that conversion can be made on a practicable basis, and shall distribute such U.S. dollars in
accordance with the Deposit Agreement, subject, in each case, to any restrictions under Argentine laws or regulations or applicable permits issued by an Argentine governmental body. If the exchange rate fluctuates significantly during a time when
the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution.
Under Argentine law,
shareholder rights may be different from those in other jurisdictions.
Our corporate affairs are governed by our bylaws and Law
No. 19,550 (the Argentine Companies Law), which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules
governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other jurisdictions.
Sales of a substantial number of shares could decrease the market prices of our shares and the ADSs.
Petrobras owns shares representing a significant majority of our capital stock. Sales of a substantial number of shares or ADSs by Petrobras,
the ANSES, or any other future significant shareholder, or the anticipation of such sales, could decrease the trading price of our shares and ADSs.
You may be unable to exercise preemptive, accretion or other rights with respect to the shares underlying your ADSs.
You may not be able to exercise the preemptive or accretion rights relating to the shares underlying your ADSs (see Item 10. Additional
InformationPreemptive Rights) unless a registration statement under the U.S. Securities Act of 1933 (the Securities Act) is made effective with respect to those rights or an exemption from the registration requirements of the
Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure that we will file any such registration statement. Unless we file a registration
statement or an exemption from registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S.
holders of our shares or ADSs may suffer dilution of their interest in the Company upon future capital increases.
In addition, under the
Argentine Companies Law, foreign companies that own shares in an Argentine corporation are required to register with the
Inspección General de Justicia
(Superintendency of Legal Entities, or the IGJ) in order to exercise
certain shareholder rights, including voting rights. If you own our shares directly (rather than in the form of ADSs), are a non-Argentine company and fail to register with the IGJ, your ability to exercise your rights as a holder of our shares may
be limited.
You may be unable to exercise voting rights with respect to the shares underlying your ADSs at our shareholders meetings.
The depositary will be treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a
holder of American Depositary Receipts (ADRs) representing the ADSs being held by the depositary in your name, you will not have direct shareholder rights and may exercise voting rights with respect to the shares represented by the ADSs
only in accordance with the Deposit Agreement relating to the ADSs. There are no provisions under Argentine law or under our bylaws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying
shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADS holders may be unable to exercise voting rights
with respect to the shares underlying the ADSs as a result of these practical limitations.
Shareholders outside Argentina may face additional
investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs.
We are an
Argentine company and any future payments of dividends on our shares will be denominated in pesos. The peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A depreciation of the peso would
likely adversely affect the U.S. dollar or other currency equivalent of any dividends paid on our shares and could result in a decline in the value of our shares and ADSs as measured in U.S. dollars.
20
Developments related to our controlling shareholder may have an effect on the rating of our Series S Notes.
Our Series S Notes are subject to a standby purchase agreement with our controlling shareholder, Petrobras, whereby Petrobras
would be obligated to purchase noteholders rights to receive payments if we were to default on the payment of any amounts owed under those Notes. Moodys Investors Service downgraded Petrobrass global foreign currency debt
rating and, consequently,
Moodys Latin America Agente de Calificación de Riesgo
(Moodys Agent for Risk Ratings in Latin America) downgraded the global scale rating on our Series S Notes from Ba2 to Baa3. The ratings
for Petrobrass global debt, and our Series S Notes have been further downgraded. Standard & Poors downgraded Petrobrass global foreign currency debt rating and, consequently, downgraded the global scale rating on our
Series S Notes from BB to B+.
A decrease in access to financing sources or access to the capital markets may have an adverse impact on
our financial condition. There can be no assurance that Petrobrass or our ratings will not be downgraded any further. Future downgrades or changes in outlook could adversely affect Petrobrass and our shares value. See
Developments affecting our controlling shareholder may have an adverse effect on our operations.
Item 4.
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INFORMATION ON THE COMPANY
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HISTORY AND DEVELOPMENT
History
Petrobras Argentina S.A.
PESA is a corporation (
sociedad anónima)
organized and existing under the laws of Argentina and registered on November 17,
1947 with the Public Registry of Commerce, under No. 759, page 569, Book 47, Volume A, with a term of duration expiring June 18, 2046. Our principal place of business is located at Maipú 1, (C1084ABA), Buenos Aires, Argentina.
Telephone: 54-11-4344-6000, fax 54-11-4344-6315 and our web site is
www.petrobras.com.ar
. Our process agent in the United States for certain contracts is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011. Our
authorized representative in the United States for our registration statement with the SEC is Puglisi Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711.
We are an integrated energy company
,
engaged in oil and gas exploration and production, refining, petrochemicals, electricity
generation and transmission, and hydrocarbon marketing and transportation. As of December 31, 2015, we maintained operations primarily in Argentina, and to a lesser extent in Bolivia, Ecuador and Venezuela. Our operations are currently divided
into four business segments that are in turn supported by corporate functions. The four business segments are: (1) Oil and Gas Exploration and Production, (2) Gas and Energy, (3) Refining and Distribution, and (4) Petrochemicals.
PESA was founded in 1946 by the Pérez Companc family as a shipping company under the name Compañía Naviera
Pérez Companc. In the mid-1950s, the Company began its forestry operations when it acquired an important forestry area in northeastern Argentina. In the 1960s, it began servicing oil wells and, over time, its maritime operations were
gradually discontinued and replaced by oil-related activities.
The development of our oil and gas business is marked by two significant
events. The first occurred in 1991 when we were awarded concessions to operate Puesto Hernández, one of the most important oil fields in Argentina in terms of reserves and production, located in the provinces of Neuquén and Mendoza,
and the Faro Vírgenes and Santa Cruz areas in the Austral Basin, located in the Province of Santa Cruz. As a result of these concessions, we have become one of the largest oil and gas producers in Argentina.
The second event that was a key factor in our oil and gas operations growth occurred in March 1994, when PESA was awarded the Oritupano-Leona
area in Venezuela. This was the first step towards a significant regional expansion of our businesses.
Between 1990 and 1994, many
state-owned enterprises were privatized in Argentina. As a result, PESA acquired interests in companies operating in the natural gas transportation and distribution, electricity generation, transmission and distribution, oil transportation, storage
and shipment and refining sectors. These activities have formed our core business since that time.
PESA has in the past conducted
operations in other industries, including construction, real estate, telecommunications, mining and agriculture. Beginning in 1997, and through successive divestments, PESA restructured its business strategy with a focus on the energy sector in
Argentina. As a result of these divestitures and the development of our energy businesses, PESA has become a vertically-integrated energy company whose operations are mainly located in Argentina.
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Corporate reorganization of PESA and PEPSA
On September 2, 2008, the respective boards of directors of PESA and PEPSA each approved a preliminary agreement for the merger of the
companies through the absorption of PEPSA by PESA. The effective merger date was set as January 1, 2009. As of that date, all assets, liabilities, rights and obligations of the absorbed company were incorporated into PESA. Immediately following
the merger, Petrobras continued holding 67.2% of the outstanding shares of PESA.
On January 30, 2009, the respective special
shareholders meetings of PESA and PEPSA approved the merger of the companies, pursuant to which PEPSA was merged and absorbed into PESA, as surviving company. The respective boards of directors of PESA and PEPSA each approved the merger
agreement between the two companies on April 14, 2009. This reorganization was authorized by Resolution No. 16,131 and subsequently registered with the IGJ.
As a result of such corporate reorganization, shareholders of PEPSA received shares of PESA (in the United States, in the form of ADSs), and
the ADSs of PEPSA were removed from listing on the NYSE and from registration with the SEC. Immediately subsequent to this exchange of shares, our ADSs, each representing 10 Class B shares of PESA, were listed and began trading on the NYSE.
Change of corporate name
On March 27, 2009, the general regular and special shareholders meeting of PESA approved the change of the Companys corporate
name to Petrobras Argentina S.A., which became effective on July 19, 2010, at which time the CNV notified PESA of the registration of the change of its corporate name with the IGJ.
Negotiations for the disposition of controlling interest by our controlling shareholder
On January 20, 2016, Petrobras announced that it had initiated negotiations for the sale of its controlling stake in the Company. On
March 2, 2016, Petrobras made public that its executive board had approved to conduct exclusive negotiations with Pampa Energía S.A. (an integrated electricity company in Argentina) for 30 days, which could be extended for another 30
days. On April 8, 2016, Petrobras informed that negotiations with Pampa Energía S.A. for the sale of its controlling stake in the Company were to continue for 30 days.
In each of its press releases related to the potential sale of its controlling interest, Petrobras has stated that the terms and conditions of
any sale of its controlling interest in the Company would be subject to approval by its executive board and its board of directors, as well as by the relevant regulatory entities.
Capital Expenditures and Divestitures
For a description of our capital expenditures see Item 5. Operating and Financial Review and ProspectsLiquidity and Capital
Resources.
For a description of our most significant recent divestitures, see Item 4. Information on the CompanyOil and
Gas Exploration and ProductionProductionProduction Outside ArgentinaEcuador, Item 5. Operating and Financial Review and ProspectsFactors Affecting Our Consolidated Results of OperationsDivestment of
Distrilec.
BUSINESS OVERVIEW
Our Strategy
We are a leading energy
company in Argentina focused on maintaining profitability and meeting our social and environmental responsibility goals.
In furtherance
of these objectives, we:
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Set our focus on our Argentine operations.
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Seek to develop proven oil and gas reserves.
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Seek profitability in the downstream business in Argentina, through a balanced crude oil refining, logistics and commercial chain.
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Increase profitability in the Gas and Energy segment.
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Maintain our position in styrenics markets.
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Maintain financial solvency, while pursuing operating and management efficiency and the development of human resources.
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In order to fulfill this strategy, we consider the following to be essential:
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A commitment to protecting the quality of our goods and services, the environment and the health and safety of our employees, contractors and neighboring communities.
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The adoption of, and compliance with, corporate governance practices consistent with recognized best practices.
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The maintenance of a management style that favors communication and teamwork, fostered by the value of the people that work in our organization.
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The development of new business opportunities in order to maximize potential synergies and capitalize on complementary business opportunities with Petrobras.
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We currently manage our activities, with the support of a corporate center, in four business segments: (1) Oil and Gas Exploration and
Production, (2) Gas and Energy, (3) Refining and Distribution, and (4) Petrochemicals.
Our Principal Market
PESA is an Argentine
sociedad anónima
. As of December 31, 2015, approximately 81% of our total assets, 99% of our sales, 92%
of our combined crude oil and gas production and 90% of our proved oil and gas reserves were located in Argentina. Fluctuations in the Argentine economy and actions adopted by the Argentine government have had and may continue to have a significant
effect on Argentine private sector entities, including us. Specifically, we have been affected and may in the future be affected by inflation, interest rates, fluctuations in the value of the peso against foreign currencies, price and export
controls on crude oil and related products, business regulations, changes in tax regulations and in general by the political, social and economic environment affecting Argentina and other countries. See Item 3. Key InformationRisk
FactorsFactors Relating to Argentina.
The Argentine economy has experienced significant volatility in recent decades,
characterized by periods of low or negative growth, high and variable levels of inflation and currency devaluation. See Item 3. Key InformationRisk FactorsRisks Relating to ArgentinaEconomic and political instability in
Argentina has affected and may continue to affect our financial condition and results of operations. To address such pressures, the Argentine government has implemented from time to time various plans and introduced a number of exchange rate
systems and controls. See Item 3. Key InformationRisk FactorsRisks Relating to ArgentinaGovernment intervention in the Argentine economy could adversely affect our results of operations or financial condition.
According to the Ministry of Economy, the primary surplus was 0.2% in 2011, and primary budget deficits of 0.2%, 0.7%, 0.9% and approximately
2.0% of GDP were recorded in 2012, 2013, 2014 and 2015, respectively.
Argentina has suffered inflationary pressures since 2007, evidenced
by continued increases in fuel, energy and food prices, among other indicators. According to inflation data published by the INDEC, from 2011 to 2014, the Argentine CPI increased 9.5%, 10.8%, 10.9% and 24.0% in each of those years, respectively, and
11.9% in the ten-month period ended October 31, 2015. The WPI increased 12.7%, 13.1%, 14.8% and 28.3% in each of those years, respectively, and 10.6% in the ten-month period ended October 31, 2015. In November 2015, the INDEC suspended the
publication of the CPI and the WPI. From 2007 through 2015, the INDEC experienced a process of institutional and methodological reforms that gave rise to controversy with respect to the reliability of the information that it produces, including
inflation, GDP and unemployment data. Reports published by the IMF stated that their staff used alternative measures of inflation for macroeconomic surveillance, including data produced by private sources, which have shown inflation rates
considerably higher than those published by the INDEC since 2007. The IMF also censured Argentina in 2013 for failing to make sufficient progress in adopting remedial measures to address the quality of official data, including inflation and GDP
data. On February 13, 2014, the INDEC released the IPCNu which measures prices on goods across the country and replaced the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the IPCNu
brought inflation statistics closer to those estimated by private sources, differences between official inflation data and private estimates remained at the end of 2015. Since the first weeks after assuming office on December 10, 2015, the new
administration has introduced economic and policy reforms. See Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaThe impact of the recent congressional and presidential elections on the future economic and
political environment of Argentina is uncertain. In addition, the Argentine government has restarted negotiations with holdout creditors from the last Argentine debt restructuring. See Item 3. Key InformationRisk
FactorsFactors Relating to ArgentinaA lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved litigation with holdout bondholders, may negatively impact our financial condition or
cash flows.
In January 2016, the new administration, through Decree No. 55/2016, declared a state of administrative emergency
in the national statistics system, and the new INDEC authorities announced the discontinuation of the methodology previously used to measure inflation and suspended the publication of all indices until the INDEC is in a position to calculate such
indices based on adequate and reliable official data. The INDEC has suggested using CPI figures published by the Province of San Luis and the City of Buenos Aires for reference in the meantime. According to the Province of San Luis reports,
the inflation rate was 2.9%, 6.5%, 4.2%, 2.7% and 3.0%, in November 2015, December 2015, January 2016, February 2016 and March 2016, respectively. According to the City of Buenos Aires reports, the inflation rate was 2.0%, 3.9%,
4.1%, 4.0% and 3.3%, in November 2015, December 2015, January 2016, February 2016 and March 2016, respectively.
23
In 2011, the Argentine economy grew with respect to 2010, with a further increase in real GDP of
8.4%. A large increase in public expenditures and extension of credit facilities, as well as a good harvest and high international prices, positively impacted internal demand. Financial intermediation, trade and investment in construction were some
of the most dynamic sectors. This increase in activity levels resulted in another large increase in imports (approximately 30%), which was partially offset by a 25% increase in exports; thus, the trade balance recorded a U.S.$9 billion surplus for
the year. Energy imports grew substantially during 2011, resulting in a negative energy trade balance of U.S.$2.8 billion. Despite the trade surplus, the foreign exchange supply was reduced due to lower inflow of funds from loans and direct foreign
investment and, primarily, increasing capital outflows as a consequence of portfolio dollarization. The Argentine government continued using free available reserves to pay for its foreign debt maturities and the Central Banks reserves dropped
by U.S.$5.8 billion, to approximately U.S.$46.3 billion. The exchange rate averaged Ps.4.13 per U.S.$1.00 in 2011, and closed the year at Ps.4.30 per U.S.$1.00, 8% higher compared to the previous year-end. Interest rates showed a significant
increase, especially during the last quarter. Finally, Argentine country risk reached an annual average of 676 basis points, growing substantially from August 2011 onward, reaching 927 basis points as of December 31, 2011.
In 2012, growth in the Argentine economy diminished as compared to 2011, registering a GDP increase of 0.8% according to the INDEC, as a
result of domestic and global factors including the European debt crisis, the slowdown of emerging economies, and the effects of a short drought period and a subsequent flood period. Domestic demand was the main factor contributing to the positive
variation in GDP. Exports fell 3% compared to the previous year, mainly due to the above-mentioned global factors, while imports declined 7%, resulting in a trade surplus of over U.S.$12 billion. Despite such trade surplus, the Central Banks
reserves closed the year at U.S.$43.1 billion, a decrease of approximately U.S.$3 million compared to 2011, as a consequence of the use by the Argentine government of the Central Banks reserves to honor sovereign foreign debt commitments.
During 2012, the Central Bank continued implementing an expansive monetary policy while tightening exchange controls. The exchange rate
closed at Ps.4.91 per U.S.$1.00 by the end of the year, representing a 14% year-on-year depreciation of the peso.
The Argentine
country risk premium located slightly below 1,000 basis points as of the end of the year. On March 22, 2012, the Argentine Congress enacted Law No. 26,739, which amended the charter of the Central Bank and the Convertibility Law. This new
law amended the objectives of the Central Bank (established in its charter) and removed certain provisions previously in force. Pursuant to the terms of the new law, the Central Bank focuses on promoting monetary and financial stability as well as
development with social equity. In addition, the concept of freely available reserves was eliminated, granting the Argentine government access to additional reserves to pay debt. In addition, since late 2011, the Argentine government has
also adopted numerous measures to control directly or indirectly foreign trade and foreign exchange markets.
In 2013, real GDP registered
an increase of 2.9% according to the INDEC, mainly as a result of the favorable performance of the agricultural sector. Industrial activity, on the other hand, slightly decreased compared to 2012, with the automotive industry being one of few
sectors with positive variations. The trade balance resulted in a surplus of U.S.$1.5 billion, a decrease of approximately U.S.$10 billion compared to 2012. The Central Banks reserves closed 2013 at U.S.$30.6 billion, accounting for a
cumulative decline of U.S.$12.5 billion from December 31, 2012. The Peso/U.S. dollar exchange rate closed at Ps.6.49 per U.S.$1.00.
In 2014, the Argentine economy recorded a substantial slowdown, reporting a 0.5% growth in real GDP according to the INDEC. Industrial
activity decreased by 2.5% compared to 2013. The trade balance resulted in a surplus of U.S.$3 billion, representing a 104% increase compared to 2013, with decreasing imports and exports and a negative energy trade balance of U.S.$6.5 billion. The
Central Banks reserves increased by approximately U.S.$1 billion, reversing a three-year decline trend. Despite efforts of the Central Bank, interest rates that had increased in the early months of 2014, stood at approximately 20% at the end
of the year. The Peso/U.S. dollar exchange rate rose 31% in 2014 compared to 2013, including a depreciation of approximately 24% in January 2014, closing at Ps. 8.55 per U.S.$1.00 at December 31, 2014. Argentine country risk reached an
annual average of 780 basis points.
In 2015, the Argentine economy recorded a 2.1% growth in real GDP (based on preliminary GDP data
published by the INDEC), mainly as a result of a 6.4% growth in the agricultural segment and a 5.0% growth in the construction segment. The trade balance resulted in a deficit of U.S.$3 billion, after fifteen consecutive years of positive trade
balance. The Central Banks reserves decreased by approximately U.S.$5.9 billion, from U.S.$31.4 billion at December 31, 2014 to U.S.$25.6 billion at December 31, 2015. In 2015, the peso lost approximately 52% of its value against the
U.S. dollar, including a depreciation of approximately 35% mainly experienced after December 17, 2015 following the announcement of the lifting of a most foreign exchange controls. See Item 3. Key InformationRisk
FactorsFactors Relating to ArgentinaThe impact of the recent congressional and presidential elections on the future economic and political environment of Argentina is uncertain, and Item 3. Key InformationExchange
Controls, and Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected and may continue to adversely affect our financial condition and results of
operations.
24
OIL AND GAS EXPLORATION AND PRODUCTION
Overview
The core of our operations is
the Oil and Gas Exploration and Production business segment, as this is a key link in our business chain. This business segments strategy is to develop profitable oil and gas reserves with a commitment to social and environmental
responsibility. This strategy is focused on three main initiatives:
|
|
|
Exploration for reserve replacement;
|
|
|
|
Optimization of operations and existing infrastructure as leverage for new projects; and
|
|
|
|
Development and monetization of non-conventional gas reserves.
|
The integration of our Oil and
Gas Exploration and Production business segment with our Refining and Distribution business segment enables us to process a large part of our crude oil production in Argentina. In addition, in Argentina our Oil and Gas Exploration and Production
business segment supplies gas to our Petrochemical, Refining and Energy operations.
As of December 31, 2015, we participated in oil
and gas exploration and production activities in Argentina and in other Latin American countries, including Venezuela (through our equity interest in mixed companies (
empresas mixtas
)) and Bolivia.
As of December 31, 2015, our combined crude oil and natural gas proved reserves, including our share of the reserves of our
unconsolidated investees, were estimated at 183.1 million barrels of oil equivalent (MMboe) (compared to 210.6 MMboe as of December 31, 2014), approximately 59% of which were proved developed reserves and approximately 41% of
which were proved undeveloped reserves. Crude oil accounted for approximately 37% of our combined proved reserves, while natural gas accounted for approximately 63%. As of December 31, 2015, 90% of our total combined proved reserves were
located in Argentina and 10% were located abroad.
During 2015, our combined oil and gas production in Argentina averaged 68,200 barrels
of oil equivalent per day, including unconsolidated investees. Our total oil and gas production for this period, including our share in the production of unconsolidated investees, averaged 74,300 barrels of oil equivalent per day (compared to 87,200
barrels of oil equivalent per day in 2014). Crude oil accounted for approximately 35,942 barrels per day, while natural gas accounted for approximately 230.2 million cubic feet per day (MMcf/d), or 38,361 barrels of oil equivalent
per day based on a measure of conversion of 6,000 cubic feet of gas per barrel of oil equivalent. Approximately 89% of our oil production and 94% of our gas production during 2015 were derived from our operations in Argentina.
On May 31, 2012, we agreed to acquire an additional 39.671% equity interest in Petrolera Entre Lomas S.A. (PELSA) from our
controlling company Petrobras Participaciones S.L. (PPSL) for U.S.$249.4 million, increasing our share in PELSA to 58.881%. See Item 7. Major Shareholders and Related Party TransactionsRelated Party
TransactionsAcquisition of Companies. PELSA performs oil and gas exploration and production activities in Argentina, and the remaining shares of PELSA are owned by APCO Oil and Gas International Inc. Sucursal Argentina
(APCO). As of December 31, 2015, PELSA owned four concessions in oil and gas production areas in Argentina, of which the Entre Lomas field (in the Provinces of Neuquén and Río Negro) was the most important. On
August 6, 2015, the Province of Río Negro granted PELSA a production concession over the Jarilla Quemada area. PELSA holds a 73.15% interest in the Entre Lomas field, in which APCO holds 23% and we hold a 3.85% stake.
On January 31, 2014, our Board of Directors approved the sale to YPF of our entire interest in the Puesto Hernández joint
operation (UTE) agreement, for a total price of U.S.$40.7 million. This transaction represented for us an early termination of the agreement entered into with YPF in 1991 to operate Puesto Hernández, which is an area covering 147 km
2
, located in the Provinces of Neuquén and Mendoza. Prior to transferring our interest in the joint operation (UTE) agreement to YPF, our share of Puesto Hernandezs daily production was
approximately 4,000 barrels of oil per day.
On December 30, 2014, the legislature of the Province of Rio Negro ratified the
agreement entered into with the government of the Province of Rio Negro to extend for an additional 10-year term our concessions in the 25 de Mayo-Medanito S.E., Jagüel de los Machos and Río Neuquén fields. We operate those three
areas and hold a 100% stake in the 25 de Mayo-Medanito S.E. and Jagüel de los Machos production fields in the Province of Rio Negro. Additionally, as part of our agreement to extend our concessions, we agreed to transfer 5% of the rights and
obligations arising from our concession in the Río Neuquén field to Empresa de Desarrollo Hidrocarburífero Provincial S.A. (EDHIPSA), as a result of which, our stake in this area will be 95% after effecting the transfer. As of
the date of this Annual Report, the transfer is pending.
On December 30, 2014, the legislature of the Province of Rio Negro also
ratified its agreement with PELSA (as operator of the relevant area), to extend our concession in the Entre Lomas field for an additional 10 years.
25
Recent Divestitures
On March 4, 2015, the Secretary of Energy of the Province of Salta granted us an extension of the second exploration period in the Chirete
concession area for a period of two years. On March 19, 2015, our Board of Directors approved the transfer of a 50% stake in the Chirete area to the High Luck Group which was approved by the authorities of the Province of Salta on
September 10, 2015. On November 19, 2015, the Secretary of Energy of the Province of Salta granted us an additional one-year extension of the second exploration period, which expires in November 2016.
On March 30, 2015, our Board of Directors approved the sale to Compañía General de Combustibles S.A. (CGC) of
our entire interest in the Austral Basin in Argentina, which includes our interest in the Santa Cruz I, Santa Cruz I Oeste, Glencross and Estancia Chiripá joint operation (UTE) agreements, our assets associated with Santa Cruz II, Punta
Loyola Pier and oil and gas pipelines operated in the Austral basin, for a total price of U.S.$101 million, and recognized income before tax of Ps. 675 million. The relevant concessions cover an area of 11,500 km
2
and are located in the Province of Santa Cruz. Prior to transferring our interest in the concessions, our share of the Austral Basins daily combined oil and gas production was approximately
15,000 barrels of oil equivalent per day.
On July 24, 2015, the Province of Neuquén approved the sale of 50% of our share in
Parva Negra Este to ExxonMobil Exploration Argentina S.R.L.
On September 7, 2015, the Province of La Pampa took possession of the
portion of the Jagüel de los Machos area located within the territory of La Pampa following the expiration of our concession over the area. See Oil and Gas Exploration and Production Interests.
In October and November 2015, in accordance with Section 5.2 of the association agreements relating to the Enarsa 1 and Enarsa 3
exploration areas in effect since April 2006 and November 2006, respectively, we informed our partners in those areas of our decision not to participate in the conversion of such agreements into exploration permits. In November 2015 and March 2016
we also informed such decision to the SE and the Ministry of Energy and Mining, respectively.
Our Oil and Gas Exploration and Production Interests
As is usual in the Oil and Gas Exploration and Production business, we generally participate in exploration and production
activities in conjunction with joint operation partners. Contractual arrangements among participants in a joint operation are usually governed by an operating agreement, which provides that costs, entitlements to production and liabilities are to be
shared according to each partys percentage interest in the joint operations. One party of the joint operation is usually appointed as operator and is responsible for conducting the operations under the overall supervision and control of an
operating committee that consists of representatives of each party to the joint operations. While operating agreements generally provide for liabilities to be borne by the participants according to their respective percentage interest, licenses
issued by the relevant governmental authority generally provide that participants in joint operations are jointly and severally liable for their obligations to that governmental authority pursuant to the applicable license. In addition to their
interest in field production, contractual operators are generally paid their indirect administrative expenses on a monthly basis by their partners in proportion to their participation in the relevant field.
As of December 31, 2015, we had interests in 29 blocks: 20 oil and gas production blocks (15 in Argentina and 5 outside Argentina) and 9
exploration blocks located within exploration areas or pending authorization for production (all of them located in Argentina). As of December 31, 2015, we were directly or indirectly the contractual operator of 12 of the 29 blocks in which we
had an interest.
As of December 31, 2015, our total gross and net productive wells, by geographic area were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
Gas
|
|
|
Total
(3)
|
|
|
|
Gross
(1)
|
|
|
Net
(2)
|
|
|
Gross
(1)
|
|
|
Net
(2)
|
|
|
Gross
(1)
|
|
|
Net
(2)
|
|
Argentina
|
|
|
2,130
|
|
|
|
1,579
|
|
|
|
251
|
|
|
|
180
|
|
|
|
2,381
|
|
|
|
1,759
|
|
Venezuela
|
|
|
83
|
|
|
|
23
|
|
|
|
8
|
|
|
|
3
|
|
|
|
91
|
|
|
|
26
|
|
Bolivia
|
|
|
15
|
|
|
|
15
|
|
|
|
47
|
|
|
|
47
|
|
|
|
62
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,228
|
|
|
|
1,617
|
|
|
|
306
|
|
|
|
230
|
|
|
|
2,534
|
|
|
|
1,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Refers to number of wells completed.
|
(2)
|
Refers to fractional ownership working interest in gross productive wells.
|
(3)
|
Includes Oil and Gas productive wells.
|
26
As of December 31, 2015, our total production and exploration acreage, both gross and net,
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acreage
(*)
|
|
|
|
Production
(1)
|
|
|
Exploration
(2)
|
|
|
|
Gross
|
|
|
Net
(3)
|
|
|
Gross
|
|
|
Net
(3)
|
|
|
|
(in thousands of acres)
|
|
Argentina
|
|
|
1,613
|
|
|
|
728
|
|
|
|
15,517
|
(4)
|
|
|
4,701
|
(5)
|
Venezuela
|
|
|
485
|
|
|
|
126
|
|
|
|
|
|
|
|
|
|
Bolivia
|
|
|
56
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,154
|
|
|
|
910
|
|
|
|
15,517
|
|
|
|
4,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes all areas in which we produce commercial quantities of oil and gas or areas in the development stage.
|
(2)
|
Includes all areas in which we are allowed to perform exploration activities but where commercial quantities of oil and gas are not produced, plus areas that are not in the development stage.
|
(3)
|
Represents our fractional ownership working interest in the gross acreage.
|
(4)
|
Includes 14,300 thousand exploration acres in offshore areas.
|
(5)
|
Includes 4,139 thousand exploration acres in offshore areas.
|
(*)
|
See OverviewRecent Divestures.
|
27
The following table sets forth the number of total wells we drilled in Argentina and outside
Argentina and the results for the relevant periods. A development well, for purposes of the following table, is one that justifies the installation of permanent equipment for the production of oil or gas. A well is deemed to be a dry well if it is
determined to be incapable of commercial production. Gross wells drilled in the table below refers to the number of wells completed during each fiscal year, regardless of the spud date, and net wells drilled relates to our
fractional ownership working interest in wells drilled. This table includes wells drilled by our subsidiaries, joint operations and associates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
Argentina
|
|
|
Venezuela
|
|
|
Rest of
Latin
America
|
|
|
Argentina
|
|
|
Venezuela
|
|
|
Rest of
Latin
America
|
|
|
Argentina
|
|
|
Venezuela
|
|
|
Rest of
Latin
America
|
|
Gross wells drilled:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
84
|
|
|
|
2
|
|
|
|
|
|
|
|
79
|
|
|
|
2
|
|
|
|
|
|
|
|
81
|
|
|
|
6
|
|
|
|
|
|
Gas
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Dry wells
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
106
|
|
|
|
2
|
|
|
|
|
|
|
|
91
|
|
|
|
2
|
|
|
|
|
|
|
|
92
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploratory wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
Gas
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Dry wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net wells drilled:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Productive wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
55
|
|
|
|
1
|
|
|
|
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
|
|
1
|
|
|
|
|
|
Gas
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
Dry wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
71
|
|
|
|
1
|
|
|
|
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discovery wells:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Gas
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Dry wells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Veta Escondida Exploitation Concession
On April 4, 2012, we were notified of a decision of the government of the Province of Neuquén to terminate our production
concession in the Veta Escondida area. We sought judicial relief, arguing that we have complied with all requirements under the concession and that we did not commit any breach which would support the decision adopted by the government of
Neuquén. On June 28, 2012, the Argentine Supreme Court upheld the injunctive relief we obtained from the lower courts and ordered the Province of Neuquén to refrain from enforcing the termination of the concession until a final
ruling on the merits of the case is rendered. As of the date of this Annual Report, a final decision on the merits is pending.
On
December 19, 2013, we (as operators) and Total Austral, having an interest of 55% and 45% in the Veta Escondida exploitation concession, respectively, reached an out-of-court agreement (the Settlement Agreement) with the Province of
Neuquén and Gas y Petróleo del Neuquén (GyP), to settle a dispute arising from the enactment of provincial Decree No. 563/12, which declared the expiration of the concessionaires rights under the
production concession and led us to bring a complaint against the Province of Neuquén. In 2014, the period set forth in the Settlement Agreement for obtaining the required approval of the terms of the Settlement Agreement by the provincial
government expired.
On March 17, 2015, provincial Decree No. 565/15 approved a model agreement which included similar terms and
conditions to those reached in the Settlement Agreement. As of the date of this Annual Report, the Province of Neuquén, Total Austral and we, were still negotiating a final settlement agreement based on the model agreement considering the
current industry and market conditions.
28
Jagüel de los Machos Concession in the Province of La Pampa
On September 7, 2015, the Province of La Pampa took possession of the portion of the Jagüel de los Machos area located within the
territory of La Pampa following the expiration of our concession over the area. Although an agreement had been reached with government of the Province of La Pampa prior to the expiration of such concession, the approval of the provincial legislature
required for such agreement to be binding was not obtained. As a result, we filed administrative claims to protect our extension rights under the provisions of Law No. 17,319 as amended by Law No. 27,007 and provincial Decree
No. 18/2015. However, we have ceased our activities in the area from the date on which the Province of La Pampa took possession of it.
25 de Mayo-Medanito S.E. Concession in the Province of La Pampa
On March 30, 2016, the legislature of the Province of La Pampa approved a bill declaring the strategic importance of the portion of the 25
de Mayo-Medanito S.E. area located within such province, and transferring its possession to the Province upon expiration of our original concession period of 25 years in November 2016, although we are entitled to request a ten-year extension of our
concession under applicable law.
Production
Argentine Oil and Gas Production
Rights to develop oil and gas fields in Argentina are currently awarded by the provincial governments through concessions and exploration
permits. Under the amended Hydrocarbons Law, conventional (oil and gas) concessions will remain in effect for 25 years, non-conventional concessions for 35 years and offshore concessions for 30 years, and are typically renewable for a maximum term
of ten years, and permits are generally granted for initial periods of four years. Concessionaires in Argentina are entitled to gross proceeds from production sales. All permanent fixtures, materials and equipment are under the control of the
concessionaire, although they revert to the Argentine government at the end of the concession. Royalties based on production are paid to the respective Argentine provinces. Pursuant to the amended Hydrocarbons Law, concessionaires must pay royalties
equivalent to 12% of the wellhead price of crude oil and natural gas, and are required to make additional royalty payments ranging from 3% up to a maximum of 18% when applying for extensions. The wellhead price is calculated by deducting freight and
other sales related expenses from the sale prices obtained from transactions with third parties.
We transport our oil and gas production
in several ways depending on the infrastructure available and the cost efficiency of the transportation system in a given location. We use the oil pipeline system and oil tankers to transport oil to our customers. Oil is customarily sold through
contracts whereby producers are responsible for transporting produced oil from the field to a port for shipping, with all costs and risks associated with transportation borne by the producer. Gas, however, is sold at the delivery point of the gas
pipeline system near the field and, therefore, the customer bears all transportation costs and risks associated therewith. Oil and gas transportation in Argentina operates in an open access non-discriminatory environment under which
producers have equal and open access to the transportation infrastructure. We maintain limited storage capacity at each oil site and at the terminals from which oil is shipped. In the past, such capacity has been sufficient to store oil without
reducing production during temporary unavailability of the pipeline systems, due, for example, to maintenance requirements or temporary emergencies.
As of December 31, 2015, we owned 15 concessions in oil and gas production areas in Argentina. Our production is concentrated in three
basins: the Neuquén, San Jorge and Noroeste Basins. In the Neuquén basinthe most important basin in Argentina in terms of oil and gas productionwe own approximately 626,000 net acres. Our most important fields in the
Neuquén basin are 25 de Mayo-Medanito S.E., El Mangrullo and Río Neuquén. As of December 31, 2015, we had 2,381 productive wells in Argentina.
For the year 2015, our average daily production was 31,977 barrels of crude oil and 217.1 million cubic feet of natural gas, representing
a decrease of 16.4% in our production of oil (mainly as a result of the sale of the Austral Basin blocks) and of 11.8% in our production of gas, compared to 2014.
During 2015, according to the SE, oil production in Argentina averaged 532,116 barrels per day, remaining stable compared to 2014. Gas
production increased by 4% and stood at 4.2 billion cubic feet per day. In 2015, our oil production and our gas production accounted for approximately 3% and 6% of total oil production and gas production in Argentina, respectively, and positioned us
as the fourth producer of oil and gas in the country.
In 2015, we carried out investment plans aligned with our reserves replacement and
production goals, as a means to achieve sustainable growth. Our capital expenditures included the drilling of 42 producing wells, repairing 23 producing wells, mainly in the Neuquén basin, and expanding secondary recovery projects and surface
facilities in several areas in which we operate.
Production Outside Argentina
As of December 31, 2015, 10% of our combined proved reserves were located outside Argentina. In addition, as of December 31, 2015,
approximately 11% of our oil production and 6% of our gas production came from outside Argentina. As of that date, we had working interests in five oil and gas production blocks outside Argentina: Oritupano Leona, La Concepción, Acema and
Mata in Venezuela (through direct and indirect equity interests in mixed companies, including Petroritupano S.A., Petroven-Bras S.A., Petrowayú S.A. and Petrokariña S.A.), and Colpa Caranda in Bolivia.
29
Venezuela
During 2015, oil and gas production attributable to our operations in Venezuela averaged 3,502 barrels of oil equivalent per day, representing
4.7% of our daily production and a decrease of 28.6% compared to 2014. Our four areas in Venezuela, operated by mixed companies, had an aggregate of 91 productive wells.
Mixed companies are required to sell all liquid hydrocarbons and the associated natural gas they produce to Petróleos de Venezuela S.A.
(PDVSA) by reference to a price formula that uses international benchmarks such as the price of WTI crude.
As of
December 31, 2015, mixed companies must pay the following special taxes: (i) a 3.33% additional royalty on the volume of hydrocarbons extracted under the concession and delivered to PDVSA during the calendar year, and (ii) an amount
equivalent to the difference, if any, between (a) 50% of the value of the hydrocarbons extracted under the concession and delivered to PDVSA each calendar year, and (b) the aggregate payments made by the mixed company to Venezuela in
connection with activities conducted by the mixed company during such calendar year, such as royalties paid on extracted hydrocarbons (including the additional royalty indicated in the preceding item (i), income tax and any other tax or
contribution calculated on the basis of income (either gross or net), and investments in domestic development projects amounting to one percent (1%) of profit before taxes).
In 2011, the Venezuelan government amended the 2008 Law of Special Contribution to Extraordinary Prices in the International
Hydrocarbons Market, which had introduced a special tax payable by companies exporting or transporting liquid hydrocarbons and oil by-products outside Venezuela, to be applied when the average price of the basket of Venezuelan liquid
hydrocarbons exceeded a stated price. The 2011 rules modified the special tax by creating two special contributions, one for extraordinary prices and another for exorbitant prices, to be applied to the difference between the
price set forth by the Venezuelan national budget and the monthly average of international prices of the basket of Venezuelan liquid hydrocarbons. In 2013, the Venezuelan government introduced further modifications and updated the rates of these
specials contributions. As modified, when the monthly average of international prices of the basket of Venezuelan liquid hydrocarbons exceeds U.S.$80 per barrel, these are considered exorbitant prices. These special contributions are
recorded by mixed companies as selling expenses in their financial statements and negatively impact the mixed companies.
Bolivia
In 2015, our net daily production in Bolivia calculated using the economic interest method was 2,637 barrels of oil equivalent, or
3.5% of our total production. Of this amount, 12.2 MMcf/d corresponded to gas production and 606 barrels of oil per day corresponded to liquid hydrocarbons, including liquified petroleum gas (LPG).
As of December 31, 2015, we held a 100% interest in the Colpa Caranda Block in Bolivia. The Colpa Caranda Block covers approximately
56,000 net acres located in the Sub Andina Central Basin and has 62 producing wells. These fields, which originally exported gas to Argentina, currently deliver gas primarily to the Santa Cruz-São Paulo pipeline that transports gas to Brazil.
As of December 31, 2008, estimated proved oil and gas reserves attributable to our operations in Bolivia amounted to 23 MMboe.
However, on January 25, 2009, Bolivia adopted a new constitution that prohibits private ownership of the countrys oil and gas resources. In light of the new constitution, we were required to write off all of our proved reserves in Bolivia
at the end of 2009.
We have operated the Colpa Caranda Block in Bolivia since 1989. Under a contract signed in October 2006 with the
Bolivian national oil company, Yacimientos Petroliferos Fiscales Bolivianos (YPFB), we currently perform exploration and production activities at our own risk and for our own account in the Colpa Caranda Block, but on behalf and in the
name of YPFB. The agreement was approved on April 23, 2007 and became effective on May 2, 2007. Under this agreement, YPFB owns the hydrocarbons and pays royalties, direct interest and direct tax on hydrocarbons, which in the aggregate
amount to 50% of the production valued on the basis of sales prices net of transport costs charged for use of pipelines from the Colpa fields to Brazil. Of the remaining amounts, 80% is used to pay for operating services provided by us, including
depreciation. The balance is shared between YPFB and us on the basis of an index calculated based on production volumes, depreciation rates, prices and taxes paid, among other items.
Ecuador
On
October 31, 2008, EcuadorTLC S.A. (our subsidiary), Teikoku Oil Ecuador and Petroecuador, among others, executed a series of amendatory agreements regulating the operation of Block 18 and Palo Azul Unified Field (the Amendatory
Agreements), while the parties negotiated the migration to a new contract modality.
On July 26, 2010, the Hydrocarbon Law in
force in Ecuador was amended to provide for, among other things, the obligation to migrate to a new contract modality before November 24, 2010.
We decided not to accept the final proposal received from the Ecuadorian government to migrate from the original arrangements to service
agreements in Block 18 and the Palo Azul Unified Field. Consequently, through a Resolution dated November 25, 2010, the Hydrocarbon Secretary notified EcuadorTLC S.A. of the termination of the participation agreements and instructed
Petroamazonas EP to undertake the operational transition process. Until November 25, 2010, our oil production in Ecuador averaged 2,300 barrels per day, accounting for 2.3% of our total average daily production in barrels of oil equivalent.
30
Section 9 of the Amendatory Agreements provides that the Ecuadorian government must
compensate the terminated parties in an amount equivalent to unamortized investments adjusted by reference to a variable rate, and provides for a period of time for the Ecuadorian government and the terminated parties to work out the details of the
termination payment.
On March 18, 2011, the Hydrocarbon Secretary issued Official Notice No. 626 to inform us that it was
analyzing and structuring a new regulatory framework to determine a settlement price for the termination, to be applied instead of the provisions of the Amendatory Agreements. On April 11, 2011, we filed an answer to Official Notice
No. 626 rejecting the terms thereof and claiming that the same did not comply with the conditions set forth in the Amendatory Agreements. In this respect, we informed the Hydrocarbon Secretary that it would continue to seek compliance with the
terms of the Amendatory Agreements.
In the absence of further action by the Ecuadorian government, on December 8, 2011, we served a
notice on the Ecuadorian government informing it of the existence of a dispute under the terms of the Treaty for the Promotion and Reciprocal Protection of Investments previously entered into between Argentina and Ecuador. Under the treaty, this
implies the opening of a negotiation period prior to possible arbitration to seek enforcement of the provisions of the Amendatory Agreements.
On June 21, 2013, not having reached an agreement with the Ecuadorian government, EcuadorTLC SA, Cayman International Exploration Company
and Teikoku Oil Ecuador, members of the Consortium, submitted a letter of notification of a dispute under the terms of the Amendatory Agreements to the Ecuadorian State, stating their decision to submit the dispute to international arbitration under
the arbitration Rules of the UNCITRAL, which arbitration commenced on February 26, 2014. The defendant submitted its answer to the complaint and its objections to the jurisdiction of the arbitral tribunal on March 21, 2016. The members of
the Consortium will submit their answer to the defendants arguments on or prior to May 12, 2016.
As of the date of this Annual
Report, we have taken all the necessary procedural steps to preserve our rights to receive the compensation provided for in the Amendatory Agreements from the Ecuadorian government.
At December 31, 2015, we recorded Ps.698 million to be recovered from the Ecuadorian State under the provisions of the Amendatory
Agreements, excluding any interest accrued, as we believe that it is not possible to determine with certainty the interest rate to be applied.
Crude Oil Transportation Agreement with OCP
Starting November 10, 2003, EcuadorTLC S.A., entered into a Ship or Pay agreement with Oleoducto de Crudos Pesados S.A.
(OCP), whereby it secured an oil transportation capacity of 80,000 barrels per day for a 15-year term.
Under this agreement,
EcuadorTLC S.A. must comply with its contractual obligations for the aggregate committed capacity, regardless of the amount of crude oil actually transported, and pay a rate that covers OCPs operating costs and financial services, among other
items.
While the Amendatory Agreements remained in force, transportation capacity costs invoiced by OCP were charged on a monthly basis.
Costs related to the crude oil volume actually transported were charged to Administrative and selling expenses, while the portion of costs related to the unused committed transportation capacity was shown under Other operating
expenses.
We are entitled to sell transportation capacity through OCPs pipeline to mitigate the negative effect of excess
contracted capacity. In this respect, we periodically negotiate the sale of committed transportation capacity. On December 31, 2008, EcuadorTLC S.A. and Petroecuador entered into an agreement under which, as from January 1, 2009,
transportation of crude oil through OCPs pipeline is charged by Petroecuador to the transportation capacity committed to under the agreement entered into between EcuadorTLC S.A. and OCP, up to a maximum of 70,000 barrels per day. In addition,
EcuadorTLC sold transportation capacity for approximately 8,000 oil barrels per day to third parties for the July 2004-January 2012 period. In October 2008, 40% of the net contractual commitment was assumed by Teikoku Oil Ecuador, as consideration
for the assignment to this Company of a 40% interest in Block 18 and Palo Azul.
In the third quarter of 2015, we reassumed the
obligations previously assigned to Teikoku Oil Ecuador through Petrobras Bolivia Internacional S.A. in exchange for a U.S.$95 million payment. As a result of this transaction, we have the necessary funds to continue with negotiations in Ecuador.
Estimated obligations of Ps.626 million attributable to contract renegotiations in Ecuador were recognized in current provisions in our Audited Consolidated Financial Statements. As of December 31, 2015, current and non-current liabilities for
the net transport capacity hired from OCP amounted to Ps.299 million and Ps.88 million, respectively. Assumptions used for provisions calculation mainly include the estimate of the applicable rate and the transport capacity used by third
parties. The discount rates used in the measurement consider the type of liability, the business segment and the country where transactions are conducted. In estimating liabilities as of December 31, 2015, as a result of assumptions revision,
we recorded a gain of Ps.507 million. We must maintain letters of credit to ensure compliance with financial commitments under the Ship or Pay agreement with OCP and commitments related to OCP trade payables. The letters of credit, which will
finally expire in December 2018, will be gradually released as commitments extinguish. As of December 31, 2015, we hold letters of credit for approximately U.S.$64.2 million. We are required to renew or replace the letters of credit as they
expire, otherwise, we would have to deposit cash in amounts equal to our guarantee obligations. See Item 7. Major Shareholders and Related Party TransactionsRelated Party TransactionsCommercial Operations.
31
Statistical Information Relating to Oil and Gas Production
The following table sets forth our oil and gas production during 2015. Production figures represent our working interest in production (and are
therefore net to us). In addition, the table includes our working interest in each field, the number of producing wells and the expiration date of the concessions, in each case as of December 31, 2015. Although some of these concessions may be
extended at their expiration, the expiration dates set forth below do not include any extensions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 Production
|
|
|
Oil and
Gas
Wells
|
|
|
|
|
Production Areas
|
|
Location
|
|
Basin
|
|
Oil
(1)
|
|
|
Gas
(2)
|
|
|
Oil
Equivalent
(3)
|
|
|
|
Interest
|
|
|
Expiration
|
|
Argentina:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 de Mayo Medanito S.E.
|
|
La Pampa and Río Negro
|
|
Neuquén
|
|
|
3,048
|
|
|
|
2,713
|
|
|
|
3,500
|
|
|
|
662
|
|
|
|
100.00
|
%
|
|
|
2016/2026
|
|
El Mangrullo
|
|
Neuquén
|
|
Neuquén
|
|
|
44
|
|
|
|
21,930
|
|
|
|
3,699
|
|
|
|
29
|
|
|
|
100.00
|
%
|
|
|
2025
|
|
Jagüel de los Machos
|
|
Río Negro
|
|
Neuquén
|
|
|
1,726
|
|
|
|
2,996
|
|
|
|
2,225
|
|
|
|
170
|
|
|
|
100.00
|
%
|
|
|
2025
|
|
Bajada del Palo
|
|
Neuquén
|
|
Neuquén
|
|
|
1,326
|
|
|
|
4,016
|
|
|
|
1,995
|
|
|
|
128
|
|
|
|
46.92
|
%
(4)
|
|
|
2025
|
|
Santa Cruz II
(8)
|
|
Santa Cruz
|
|
Austral
|
|
|
78
|
|
|
|
354
|
|
|
|
137
|
|
|
|
|
|
|
|
100.00
|
%
|
|
|
2017/2028
|
|
Río Neuquén
|
|
Río Negro and Neuquén
|
|
Neuquén
|
|
|
383
|
|
|
|
19,654
|
|
|
|
3,659
|
|
|
|
137
|
|
|
|
100.00
|
%
|
|
|
2027
|
|
Entre Lomas
|
|
Río Negro and Neuquén
|
|
Neuquén
|
|
|
2,091
|
|
|
|
3,769
|
|
|
|
2,719
|
|
|
|
487
|
|
|
|
46.92
|
%
(4)
|
|
|
2026
|
|
Aguada de la Arena
|
|
Neuquén
|
|
Neuquén
|
|
|
50
|
|
|
|
5,396
|
|
|
|
949
|
|
|
|
14
|
|
|
|
80.00
|
%
|
|
|
2036
|
|
Santa Cruz I
(8)
|
|
Santa Cruz
|
|
Austral
|
|
|
207
|
|
|
|
4,457
|
|
|
|
950
|
|
|
|
|
|
|
|
71.00
|
%
|
|
|
2017/2035
|
|
Sierra Chata
|
|
Neuquén
|
|
Neuquén
|
|
|
42
|
|
|
|
7,708
|
|
|
|
1,327
|
|
|
|
59
|
|
|
|
45.56
|
%
|
|
|
2023
|
|
Atuel Norte
|
|
Mendoza
|
|
Neuquén
|
|
|
2
|
|
|
|
|
|
|
|
2
|
|
|
|
5
|
|
|
|
33.33
|
%
(7)
|
|
|
2016
|
|
La Tapera Puesto Quiroga
|
|
Chubut
|
|
San Jorge
|
|
|
43
|
|
|
|
|
|
|
|
43
|
|
|
|
6
|
|
|
|
35.67
|
%
(7)
|
|
|
2027
|
|
El Tordillo
|
|
Chubut
|
|
San Jorge
|
|
|
1,875
|
|
|
|
|
|
|
|
1,875
|
|
|
|
567
|
|
|
|
35.67
|
%
(7)
|
|
|
2027
|
|
Aguaragüe
|
|
Salta
|
|
Noroeste
|
|
|
102
|
|
|
|
3,450
|
|
|
|
677
|
|
|
|
34
|
|
|
|
15.00
|
%
(7)
|
|
|
2023/2027
|
|
Estancia Agua Fresca
(8)
|
|
Santa Cruz
|
|
Austral
|
|
|
162
|
|
|
|
530
|
|
|
|
250
|
|
|
|
|
|
|
|
50.00
|
%
|
|
|
2034
|
|
Puesto Oliverio
(8)
|
|
Santa Cruz
|
|
Austral
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.00
|
%
|
|
|
2037
|
|
Gobernador Ayala
|
|
Mendoza
|
|
Neuquén
|
|
|
198
|
|
|
|
|
|
|
|
198
|
|
|
|
47
|
|
|
|
22.51
|
%
(7)
|
|
|
2036
|
|
Charco del Palenque
|
|
Río Negro
|
|
Neuquén
|
|
|
287
|
|
|
|
826
|
|
|
|
425
|
|
|
|
32
|
|
|
|
46.92
|
%
(4)
|
|
|
2034
|
|
Jarilla Quemada
|
|
Río Negro
|
|
Neuquén
|
|
|
7
|
|
|
|
1,449
|
|
|
|
249
|
|
|
|
4
|
|
|
|
46.92
|
%
(4)
|
|
|
2040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Argentina
|
|
|
|
|
|
|
11,671
|
|
|
|
79,248
|
|
|
|
24,879
|
|
|
|
2,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside Argentina:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colpa Caranda
(5)
|
|
Bolivia
|
|
Sub Andina
|
|
|
221
|
|
|
|
4,448
|
|
|
|
962
|
|
|
|
62
|
|
|
|
100.00
|
%
|
|
|
2029
|
|
Oritupano Leona
(6)
|
|
Venezuela
|
|
Oriental
|
|
|
627
|
|
|
|
|
|
|
|
627
|
|
|
|
47
|
|
|
|
22.00
|
%
(7)
|
|
|
2025
|
|
Acema
(6)
|
|
Venezuela
|
|
Oriental
|
|
|
6
|
|
|
|
|
|
|
|
6
|
|
|
|
15
|
|
|
|
34.49
|
%
(7)
|
|
|
2025
|
|
La Concepción
(6)
|
|
Venezuela
|
|
Lago Maracaibo
|
|
|
504
|
|
|
|
313
|
|
|
|
556
|
|
|
|
29
|
|
|
|
36.00
|
%
(7)
|
|
|
2025
|
|
Mata
(6)
|
|
Venezuela
|
|
Oriental
|
|
|
90
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
34.49
|
%
(7)
|
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Outside Argentina
|
|
|
|
|
|
|
1,448
|
|
|
|
4,761
|
|
|
|
2,241
|
|
|
|
153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
13,119
|
|
|
|
84,009
|
|
|
|
27,120
|
|
|
|
2,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In thousands of barrels.
|
(2)
|
Gas production represents only marketable production of natural gas excluding flared gas, injected gas and gas consumend in operations. In millions of cubic feet.
|
(3)
|
In thousands of barrels of oil equivalent. Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per barrel of oil equivalent.
|
(4)
|
Production and wells were calculated on the basis of our 77% interest, which includes our 3.85% direct interest in this area and our 73.15% indirect interest through PELSA.
|
(5)
|
Production from Colpa Caranda block was calculated using the economic interest method.
|
(6)
|
Indirect interests through mixed companies.
|
(7)
|
Areas operated by third parties.
|
(8)
|
Producing wells as of the date of sale of the interest in the Austral Basin, on March 30, 2015, amounted to 56, 104, 25 and 1 in Santa Cruz II, Santa Cruz I, Estancia Agua Fresca and Puesto Oliverio, respectively.
|
32
The following table sets forth our oil and gas production on an as sold annual basis
by geographical area for the fiscal years ended December 31, 2015, 2014 and 2013. This table includes our net share of production of subsidiaries, joint operations and associates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
Oil
(1)
|
|
|
Gas
(2)
|
|
|
Oil
(1)
|
|
|
Gas
(2)
|
|
|
Oil
(1)
|
|
|
Gas
(2)
|
|
Río Neuquén area in
Argentina
(3)
|
|
|
383
|
|
|
|
19,654
|
|
|
|
323
|
|
|
|
11,527
|
|
|
|
343
|
|
|
|
11,499
|
|
Other areas in Argentina
|
|
|
11,288
|
|
|
|
59,594
|
|
|
|
13,733
|
|
|
|
78,331
|
|
|
|
16,333
|
|
|
|
80,713
|
|
Venezuela
(4)
|
|
|
1,227
|
|
|
|
313
|
|
|
|
1,691
|
|
|
|
591
|
|
|
|
2,014
|
|
|
|
619
|
|
Bolivia
(5)
|
|
|
221
|
|
|
|
4,448
|
|
|
|
258
|
|
|
|
4,939
|
|
|
|
285
|
|
|
|
5,898
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13,119
|
|
|
|
84,009
|
|
|
|
16,005
|
|
|
|
95,388
|
|
|
|
18,975
|
|
|
|
98,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Oil production includes other liquid hydrocarbons. Amounts in thousands of barrels.
|
(2)
|
Gas production represents only marketable production of natural gas excluding flared gas, injected gas and gas consumed in operations. Amounts in millions of cubic feet.
|
(3)
|
Río Neuquén area is separately included as it contains more than 15% of our total proved reserves.
|
(4)
|
Indirect interests through mixed-ownership companies.
|
(5)
|
Calculated using the economic interest method.
|
The following table sets forth the average
sales price per barrel of oil and per million cubic feet of gas for each geographic area for the fiscal years ended December 31, 2015, 2014 and 2013, of our subsidiaries, joint operations and associates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Argentina:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (in pesos per barrel of oil)
|
|
|
646.8
|
|
|
|
615.7
|
|
|
|
399.0
|
|
Gas (in pesos per thousand cubic feet)
|
|
|
36.7
|
|
|
|
22.5
|
|
|
|
12.6
|
|
|
|
|
|
Venezuela
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (in pesos per barrel of oil)
|
|
|
651.3
|
|
|
|
589.4
|
|
|
|
610.3
|
|
|
|
|
|
Rest of Latin
America
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil (in pesos per barrel of oil)
|
|
|
330.6
|
|
|
|
400.2
|
|
|
|
157.2
|
|
Gas (in pesos per thousand cubic feet)
|
|
|
32.4
|
|
|
|
53.2
|
|
|
|
44.9
|
|
(1)
|
Amounts are translated into Argentine pesos at historic exchange rates, using an annual average exchange rate.
|
(2)
|
Amounts are translated into Argentine pesos at historic exchange rates, using a monthly average exchange rate.
|
The following table sets forth our average production cost, royalties and depreciation cost of oil and gas fields in each geographic area for
the fiscal years ended December 31, 2015, 2014 and 2013. This table includes our net share of production of our subsidiaries, joint operations and associates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in pesos per barrel of oil equivalent)
|
|
Argentina:
|
|
|
|
|
|
|
|
|
|
|
|
|
Production cost
|
|
|
121.73
|
|
|
|
109.23
|
|
|
|
80.82
|
|
Royalties
|
|
|
65.99
|
|
|
|
52.17
|
|
|
|
34.27
|
|
Depreciation
|
|
|
89.56
|
|
|
|
80.05
|
|
|
|
58.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
277.28
|
|
|
|
241.45
|
|
|
|
173.82
|
|
|
|
|
|
Venezuela
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Production cost
|
|
|
1,297.66
|
|
|
|
314.03
|
|
|
|
172.85
|
|
Royalties
|
|
|
202.46
|
|
|
|
228.26
|
|
|
|
127.61
|
|
Depreciation
|
|
|
149.87
|
|
|
|
126.46
|
|
|
|
64.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,649.99
|
|
|
|
668.75
|
|
|
|
364.95
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in pesos per barrel of oil equivalent)
|
|
|
|
|
|
Rest of Latin America
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Production cost
|
|
|
92.29
|
|
|
|
70.80
|
|
|
|
34.62
|
|
Royalties
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
76.94
|
|
|
|
36.19
|
|
|
|
17.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
169.23
|
|
|
|
106.99
|
|
|
|
52.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts are translated into Argentine pesos at historic exchange rates, using an annual average exchange rate.
|
(2)
|
Amounts are translated into Argentine pesos at historic exchange rates, using a monthly average exchange rate.
|
Exploration
Our strategy is focused on
constantly searching for new exploration opportunities aligned with our growth targets. In Argentina, we own substantial acreage containing undeveloped reservoirs of non-conventional energy sources, including both shale oil and shale gas in the
Neuquén basin. In the coming years, we expect to focus on these areas as well as conventional reservoirs that are located close to infrastructure.
The following table lists our exploration areas in Argentina as of December 31, 2015, the location and basin of each area, our net
working interest and the expiration date for the exploration authorization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
|
|
Basin
|
|
Interest
|
|
|
Expiration
|
|
Argentina:
|
|
|
|
|
|
|
|
|
|
|
|
|
Parva Negra Este
(1)
|
|
Neuquén
|
|
Neuquén
|
|
|
42.50
|
%
|
|
|
2018
|
|
Cerro Hamaca Norte
|
|
Mendoza
|
|
Neuquén
|
|
|
39.64
|
%
(2)
|
|
|
(3
|
)
|
Chirete
(*)
|
|
Salta
|
|
Noroeste
|
|
|
50.00
|
%
|
|
|
2016
|
|
Enarsa 1
(4)
|
|
Continental Shelf
|
|
Offshore Argentina
|
|
|
25.00
|
%
(2)
|
|
|
2020
|
|
Enarsa 3
(4)
|
|
Continental Shelf
|
|
Offshore Argentina
|
|
|
35.00
|
%
|
|
|
2020
|
|
Río Atuel
|
|
Mendoza
|
|
Neuquén
|
|
|
33.33
|
%
(2)
|
|
|
2016
|
|
Borde del Limay
(5)
|
|
Neuquén
|
|
Neuquén
|
|
|
85.00
|
%
|
|
|
2015
|
|
Los Vértices
(5)
|
|
Neuquén
|
|
Neuquén
|
|
|
85.00
|
%
|
|
|
2015
|
|
Veta Escondida and Rincón de Aranda
|
|
Neuquén
|
|
Neuquén
|
|
|
55.00
|
%
|
|
|
2027
|
|
(1)
|
On July 24, 2015, the Province of Neuquén approved the sale of 50% of our share in Parva Negra Este to ExxonMobil Exploration Argentina S.R.L.
|
(2)
|
Areas operated by third parties.
|
(3)
|
We have filed an application for a production concession with respect to this field, which is pending approval as of the date of this Annual Report.
|
(4)
|
In accordance with Section 5.2 of the association agreements relating to the the Enarsa 1 and Enarsa 3 exploration areas in effect since April 2006 and November 2006, respectively, we informed our partners in those
areas of our decision not to participate in the conversion of such agreements into exploration permits.
|
(5)
|
In process of being transferred to GyP (holder of the exploration permit).
|
(*)
|
See Item 4. Information on the CompanyOil and Gas Exploration and Production OverviewRecent Divestures.
|
Exploration in Argentina
As of December 31, 2015, we held interests in approximately 15,517,000 gross exploration acres in Argentina and approximately 881,000
gross exploration and production acres were located in shale oil/shale gas areas.
During 2015, we drilled two onshore wells in the
Neuquén basin: (i) the Mangrullo a-1048 well in the El Mangrullo area and (ii) the TA a-1149d well in the Jagüel de los Machos area. We also began drilling the PNE x-1004 well in the Parva Negra Este area, but drilling
activities were temporarily suspended due to mechanical problems in the relevant rig. Completion of the drilling is scheduled for 2016. The drilling of the PNE x-1001 well in Parva Negra Este area was completed in February 2016.
The Parva Negra Este wells main objective is to evaluate the productivity of the Vaca Muerta formation at a depth of 2,300 meters. These
wells are a key component of the non-conventional resources exploration program started in 2013.
34
The Mangrullo a-1048 well was drilled to delimit the discovery previously made in the Agrio
formation in 2013 as a result of the drilling of the Mangrullo x-1015 well. During 2015, completion activitites and subsequent testing were conducted in the two wells (drilled in 2015 and 2014, respectively).
The TA a-1149d well was drilled to delimit the southern portion of the Tapera Este field in the Jagüel de los Machos area, and is
currently productive.
In 2015, we drilled in the following non-operated areas in the Neuquén basin: AtO.x-1 in Río Atuel
area and JCPS.x-1001 in Gobernador Ayala area, both in the Province of Mendoza, and PB.xp-226 in Entre Lomas, in the Province of Río Negro. AtO.x-1 and JCPS.x-1001 were discovery wells and the PB.xp-226 well is being tested for gas
production, but there is no certainty of its productive potencial. In addition, in the Noroeste basin, drilling activities in the Los Blancos.x-1002 well in the Chirete area were completed early in January 2016. Further drilling activities will be
performed during 2016.
In 2014, we began early production of non-conventional oil in the Province of Neuquén by drilling the
Rincón de Aranda x-1 exploration well after the discovery made in Rincón de Aranda in 2013. Drilling activities continued in 2015. In addition, during 2015 extended test and production activities of the SCh.x-97 well, a
non-conventional gas discovery well in the Vaca Muerta formation drilled in 2013 and completed in 2014, continued.
Area for the
Exploration of Non-Conventionals Hydrocarbon Reserves
On December 6, 2013, we acquired an 85% participation in a joint
operation (UTE) agreement in association with GyP, who has the remaining 15%, for the exploration and potential exploitation of the area of Parva Negra Este, located in the Neuquén basin.
The exploration permit is valid for four years plus a one-year extension with the right to request the exploitation concession for 25 years,
which can also be extended for an additional 10 years. This agreement was approved by the government of the Province of Neuquén through Decree No. 575/14, published on April 4, 2014.
On July 24, 2015, the Province of Neuquén approved the sale of 50% of our share in Parva Negra Este to ExxonMobil Exploration
Argentina S.R.L.
We own concessions in the Neuquén basin with both shale oil and shale gas potential. The development of
non-conventional resources will demand major capital investments. See Item 5. Operating and Financial Review and ProspectsFuture Capital RequirementsOil and Gas exploration and Production.
Reserves
We believe our estimates of
remaining proved recoverable oil and gas reserve volumes to be reasonable. Pursuant to Rule 4-10 of Regulation S-X, promulgated by the SEC, proved oil and natural gas reserves are those estimated quantities of crude oil, natural gas and natural gas
liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs, under existing economic and operating conditions,
i.e.
, prices and cost at the date of estimation.
DeGolyer and MacNaughton performed an independent evaluation of approximately 81% of our estimated reserves as of December 31, 2015. The reserves not evaluated by DeGolyer and MacNaughton are in areas where we do not act as operator. The
evaluation covered 100% of the estimated reserves located in areas operated by us. DeGolyer and MacNaughton evaluated the proved oil and natural gas reserve estimates in accordance with Rule 4-10 of Regulation S-X and in accordance with the oil and
gas reserves disclosure provisions of ASC Topic 932. We provided all information required during the course of the evaluation process to DeGolyer and MacNaughtons satisfaction. See the reserves evaluation report by DeGolyer and MacNaughton,
dated January 14, 2016 included as Exhibit 5.1 to this Annual Report.
As of December 31, 2015, 2014 and 2013, 81%, 80% and 73%,
respectively, of our estimated reserves were evaluated by DeGolyer and MacNaughton.
Internal Control over Proved Reserves
The reserves estimation process begins with an initial evaluation of our assets by geophysicists, geologists and engineers. A
Reserves Coordinator (
Coordinador de Reservas
, or RC) safeguards the integrity and objectivity of our reserves estimates by supervising and providing technical support to technical teams who are responsible for preparing the
reserves estimates. Our technical teams have degrees in geophysics, geology, petroleum engineering and accounting, and are trained internally in reserves estimates seminars. The RC is responsible for consolidating and auditing the reserves
estimation process in compliance with the SEC reserves guidelines. The technical officer primarily responsible for overseeing the preparation of our reserves is a member of the Society of Petroleum Engineers (the SPE), with over 25 years
of experience in exploration and production activities, and has been with PESA for over 25 years. Our reserves estimates are approved by the Oil and Gas Exploration and Production Director and submitted to our Executive Committee.
35
Most of the reserves estimates related to areas in which we do not act as operator were prepared
by the operators and subsequently reviewed by our petroleum engineers before making the assessment of our proved reserves. The reported hydrocarbon reserves were estimated based on professional, geological and engineering judgment and on information
supplied by us prior to January 14, 2016. Thus they are subject to revisions, upward or downward, as a result of future operations or as additional information becomes available. The estimation of reserves is imprecise due to many unknown
geologic and reservoir factors that can only be estimated through sampling techniques. Since reserves are therefore only estimates, they cannot be appraised for the purpose of verifying exactness.
As of December 31, 2015, our liquid hydrocarbon and natural gas proved developed and undeveloped reserves totaled 183.1 MMboe (66.8 MMboe
of liquid hydrocarbons and 697.4 billion cubic feet, or 116.2 MMboe, of natural gas), representing a 13.1% decrease compared to proved reserves as of December 31, 2014 (a decrease of 21% and 7.8% for liquid hydrocarbons and natural gas,
respectively). During 2015, our fields located in Argentina accounted for revisions of previous estimates representing a decrease of 0.5 MMboe. In addition, a downward revision of 3.9 MMboe was attributable to a greater-than-expected decline in our
reserves held through mixed companies in Venezuela.
Liquid hydrocarbons and natural gas accounted for 37% and 63%, respectively, of our
total proved reserves as of December 31, 2015. Approximately 10% of our total proved reserves as of such date were located outside Argentina.
As of December 31, 2015, proved developed reserves of crude oil equivalent represented 59.4% of our total proved reserves of crude oil
equivalent.
As of December 31, 2015, we had proved reserves equal to seven years of production at 2015 volumes.
The following table sets forth our estimated net proved developed and undeveloped reserves of crude oil and natural gas by country as of
December 31, 2015, including our subsidiaries, joint operations and associates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves as of
December 31, 2015
|
|
Reserves category
|
|
Oil
(millions of
barrels)
|
|
|
Natural
Gas
(billion cubic
feet)
|
|
|
Oil
Equivalent
(MMboe)
(1)
|
|
PROVED
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed
|
|
|
47
|
|
|
|
374
|
|
|
|
109
|
|
Argentina
|
|
|
40
|
|
|
|
366
|
|
|
|
101
|
|
Venezuela
|
|
|
7
|
|
|
|
8
|
|
|
|
8
|
|
|
|
|
|
PROVED
|
|
|
|
|
|
|
|
|
|
|
|
|
Undeveloped
|
|
|
21
|
|
|
|
323
|
|
|
|
74
|
|
Argentina
|
|
|
13
|
|
|
|
314
|
|
|
|
65
|
|
Venezuela
|
|
|
8
|
|
|
|
9
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total proved reserves (developed and undeveloped)
|
|
|
68
|
|
|
|
697
|
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per barrel of oil equivalent.
|
Reserves calculations are based on forecasts of field production, which depend on a number of technical parameters, such as seismic
interpretation, geological maps, well tests, reservoir engineering studies and economic data. All reserves estimates involve some degree of uncertainty. The relative degree of uncertainty depends primarily on the amount of reliable geological and
engineering data available at the time of the estimate and the interpretation of those data. Our estimates are thus made using the most reliable data at the time of the estimate, in accordance with the best practices in the oil and gas industry.
The statements contained in this Item 4 regarding exploration and development projects and production estimates are forward-looking
and subject to significant risks and uncertainties. Although we believe that these expectations reflected in these forward-looking statements are reasonable, we cannot guarantee that our actual levels of activity, production or performance will meet
these expectations. See Item 3. Key InformationRisk Factors.
The table below sets forth, by geographic area, our total
proved reserves and proved developed reserves of crude oil, condensate and natural gas liquids, and reserves of natural gas, at the indicated dates. This table includes our net share of the proved reserves of our subsidiaries, joint operations and
associates. Our net share of the proved reserves of our unconsolidated investees represented 10% of our total proved reserves as of December 31, 2015.
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil, condensate and natural gas
liquids
|
|
|
Natural gas
|
|
|
|
|
|
|
Argentina
|
|
|
Venezuela
|
|
|
Total
|
|
|
Argentina
|
|
|
Venezuela
|
|
|
Total
|
|
|
Combined
|
|
|
|
(in thousands of barrels)
|
|
|
(in millions of cubic feet)
|
|
|
(in MMboe)
(1)
|
|
Total proved developed and undeveloped reserves as of December 31, 2013
|
|
|
60,841
|
|
|
|
21,424
|
|
|
|
82,265
|
|
|
|
695,287
|
|
|
|
41,473
|
|
|
|
736,760
|
|
|
|
205.1
|
|
Proved developed reserves as of December 31, 2013
|
|
|
43,802
|
|
|
|
12,448
|
|
|
|
56,250
|
|
|
|
320,642
|
|
|
|
14,848
|
|
|
|
335,490
|
|
|
|
112.2
|
|
Increase (decrease) originated in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions of previous estimates
|
|
|
(3,053
|
)
|
|
|
(1,766
|
)
|
|
|
(4,819
|
)
|
|
|
23,424
|
|
|
|
(13,277
|
)
|
|
|
10,147
|
|
|
|
(3.2
|
)
|
Improved recovery
|
|
|
520
|
|
|
|
|
|
|
|
520
|
|
|
|
10,817
|
|
|
|
|
|
|
|
10,817
|
|
|
|
2.3
|
|
Extensions and discoveries
|
|
|
2,955
|
|
|
|
|
|
|
|
2,955
|
|
|
|
42,076
|
|
|
|
|
|
|
|
42,076
|
|
|
|
10.0
|
|
Purchase of proved reserves in place
|
|
|
22,713
|
|
|
|
|
|
|
|
22,713
|
|
|
|
46,975
|
|
|
|
|
|
|
|
46,975
|
|
|
|
30.5
|
|
Sale of proved reserves in place
|
|
|
(3,404
|
)
|
|
|
|
|
|
|
(3,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3.4
|
)
|
Years production
|
|
|
(13,957
|
)
|
|
|
(1,691
|
)
|
|
|
(15,648
|
)
|
|
|
(89,858
|
)
|
|
|
(591
|
)
|
|
|
(90,449
|
)
|
|
|
(30.7
|
)
|
Total proved developed and undeveloped reserves as of December 31, 2014
|
|
|
66,615
|
|
|
|
17,967
|
|
|
|
84,582
|
|
|
|
728,721
|
|
|
|
27,605
|
|
|
|
756,326
|
|
|
|
210.6
|
|
Proved developed reserves as of December 31, 2014
|
|
|
51,986
|
|
|
|
9,407
|
|
|
|
61,393
|
|
|
|
356,228
|
|
|
|
15,738
|
|
|
|
371,966
|
|
|
|
123.4
|
|
Increase (decrease) originated in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revisions of previous estimates
|
|
|
(3,683
|
)
|
|
|
(2,169
|
)
|
|
|
(5,852
|
)
|
|
|
18,910
|
|
|
|
(10,414
|
)
|
|
|
8,496
|
|
|
|
(4.4
|
)
|
Improved recovery
|
|
|
710
|
|
|
|
|
|
|
|
710
|
|
|
|
27,701
|
|
|
|
|
|
|
|
27,701
|
|
|
|
5.3
|
|
Extensions and discoveries
|
|
|
4,800
|
|
|
|
|
|
|
|
4,800
|
|
|
|
74,620
|
|
|
|
|
|
|
|
74,620
|
|
|
|
17.3
|
|
Purchase of proved reserves in place
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of proved reserves in place
|
|
|
(4,498
|
)
|
|
|
|
|
|
|
(4,498
|
)
|
|
|
(90,157
|
)
|
|
|
|
|
|
|
(90,157
|
)
|
|
|
(19.5
|
)
|
Years production
|
|
|
(11,671
|
)
|
|
|
(1,226
|
)
|
|
|
(12,897
|
)
|
|
|
(79,249
|
)
|
|
|
(313
|
)
|
|
|
(79,562
|
)
|
|
|
(26.2
|
)
|
Total proved developed and undeveloped reserves as of December 31, 2015
|
|
|
52,273
|
|
|
|
14,572
|
|
|
|
66,845
|
|
|
|
680,546
|
|
|
|
16,878
|
|
|
|
697,424
|
|
|
|
183.1
|
|
Proved developed reserves as of December 31, 2015
|
|
|
39,748
|
|
|
|
6,623
|
|
|
|
46,371
|
|
|
|
366,331
|
|
|
|
7,955
|
|
|
|
374,286
|
|
|
|
108,8
|
|
(1)
|
Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per barrel of oil equivalent.
|
The following table sets forth the breakdown of our total proved reserves of liquid hydrocarbons and natural gas into proved developed and
proved undeveloped reserves as of December 31, 2015, 2014 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
Millions of
barrels of oil
equivalent
|
|
|
% of total
proved
reserves
|
|
|
Millions of
barrels of oil
equivalent
|
|
|
% of total
proved
reserves
|
|
|
Millions of
barrels of oil
equivalent
|
|
|
% of total
proved
reserves
|
|
Proved developed reserves
|
|
|
108.8
|
|
|
|
59.40
|
%
|
|
|
123.4
|
|
|
|
58.58
|
%
|
|
|
112.2
|
|
|
|
54.70
|
%
|
Proved undeveloped reserves
|
|
|
74.3
|
|
|
|
40.60
|
%
|
|
|
87.2
|
|
|
|
41.42
|
%
|
|
|
92.9
|
|
|
|
45.30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proved Reserves
|
|
|
183.1
|
|
|
|
100
|
%
|
|
|
210.6
|
|
|
|
100
|
%
|
|
|
205.1
|
|
|
|
100
|
%
|
Estimated reserves were subject to economic evaluation to determine their economic limits. Estimated reserves
in Argentina are stated before royalties since royalties have the same impact as taxes on production and are not paid in kind, and therefore are treated as operating costs. Estimated reserves in Venezuela are also stated before royalties and are
computed by multiplying our ownership in each mixed company by the proved reserves volumes of the relevant mixed company.
37
As of December 31, 2015, 59% of our proved reserves were developed, while 41% were
undeveloped. Proved developed reserves were 108.8 million of barrels of oil equivalent. During 2015, we invested U.S.$224 million to convert approximately 19.0 million barrels of oil equivalent of proved undeveloped reserves to proved
developed reserves.
The 15% decrease in our proved undeveloped reserves in 2015 compared to 2014 is mainly attributable to:
|
(1)
|
the conversion of approximately 19.0 MMboe of proved undeveloped reserves to proved developed reserves, mainly through drilling activities in our production areas in the Neuquén basin;
|
|
(2)
|
extensions and discoveries (mainly in connection with the El Mangrullo Agrio project in the Neuquén basin), which resulted in the addition of 11.0 MMboe of proved undeveloped reserves;
|
|
(3)
|
the sale to CGC of our entire interest in the Austral basin, which resulted in decrease of 5.6 MMboe; and
|
|
(4)
|
partially offset by an increase of 0.7 MMboe of proved undeveloped reserves, based on positive revisions to previous estimates of reserves.
|
The activities described in items (1), (2), (3) and (4) above resulted in a net decrease of 12.9 MMboe in our proved undeveloped
reserves in 2015 compared to 2014.
As of December 31, 2015, proved undeveloped reserves were 74.3 MMboe, all of which correspond to
wells located within one offset of proved developed reserves and gas fields where the activity has been scheduled to maintain production levels in accordance with contracts and installed facilities. The Company plans to put 92% of these proved
undeveloped reserves into production through activities to be implemented over the next five years. Of these reserves, 8% will be developed over periods exceeding five years and are mainly located in gas fields where the activity has been scheduled
to maintain production levels in accordance with contracts and installed facilities.
We have a total of 6.1 million barrels of oil
equivalent of proved undeveloped reserves, all located in Argentina, that have been booked for more than five years. This is because such reserves are mainly located in gas fields where the activity has been scheduled to maintain production levels
in accordance with contracts and installed facilities.
We prioritize the development of new business opportunities associated with
non-conventional gas reserves in Argentina. During 2015, we drilled ten wells in the Río Neuquén area, three wells in the El Mangrullo area and four wells in the Sierra Chata area aimed at developing non-conventional gas reserves in
the Punta Rosada and Mulichinco Reservoirs. We expect to sell the non-conventional gas produced in these areas under the Gas Plus program as approved by the SE.
There are many uncertainties in estimating quantities of proved reserves and in projecting future rates of production and the timing of
development expenditures, including certain factors that are beyond our control. The reserves data set forth in this Annual Report solely represents estimates of our proved oil and gas reserves. Reserves engineering is a subjective process of
estimating underground accumulations of crude oil and natural gas that cannot be precisely measured. The accuracy of a reserves estimate stems from available data, engineering and geological interpretation and judgment of reserves and reservoir
engineering. As a result, different engineers often obtain different estimates. In addition, results of drilling, testing and production subsequent to the date of an estimate may justify revision of such estimate, so the reserves estimates at a
specific time are often different from the quantities of oil and gas that are ultimately recovered. Furthermore, estimates of future net revenues from our proved reserves and the present value thereof are based upon assumptions about future
production levels, prices and costs that may prove to be incorrect over time. Estimates of future prices, costs and production volumes are subject to uncertainties and may prove to be incorrect over time. The meaningfulness of such estimates is
highly dependent upon the accuracy of the assumptions upon which they are based. Accordingly, we cannot provide assurances that any specified production levels will be reached or that any cash flow arising therefrom will be produced. The actual
quantity of our reserves and future net cash flows therefrom may be materially different from the estimates set forth in this Annual Report.
We replace our reserves through the acquisition of producing fields, exploration and by proving up reserves in existing fields.
Proving up is the process by which additional reserves classified as probable and possible reserves in a producing field are accessed and reclassified as proved reserves. We prove up reserves with reservoir
management techniques, such as waterflooding and enhanced oil recovery projects. The reservoir management techniques currently used are water injection and the drilling of horizontal producing and injection wells. Technologies such as 3D seismic
process, horizontal and step out wells, underbalance drilling and reservoir numerical stimulation are also used.
38
Sales
The following table sets forth sales for the Oil and Gas Exploration and Production business segment, by geographical area for the fiscal years
ended December 31, 2015, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in millions of pesos)
|
|
Argentina
|
|
|
10,331
|
|
|
|
10,361
|
|
|
|
7,649
|
|
Outside Argentina
|
|
|
118
|
|
|
|
192
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
10,449
|
|
|
|
10,553
|
|
|
|
7,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in sales during 2015 was mainly due to a decline in oil and gas sales volumes, partially offset
by an increase in average gas sales prices. See Item 5. Operating and Financial Review and ProspectsDiscussion of ResultsYear ended December 31, 2015 compared to year ended December 31, 2014Analysis of Operating
Income by Business Segment.
Delivery commitments
We are committed to providing fixed and determinable quantities of crude oil and natural gas in the near future under a variety of contractual
arrangements.
With respect to crude oil, we sell substantially all of our Argentine production to our Refining and Distribution business
segment to satisfy our refining requirements. As of December 31, 2015, we were not contractually committed to deliver material quantities of crude oil to third parties in the future.
As of December 31, 2015, we were contractually committed to deliver 298 MMm3 of natural gas in 2016. According to our estimates as of
December 31, 2015, our contractual delivery commitments which do not extend beyond 2016, could be met with our own production and, if necessary, with purchases from third parties.
OCP
In 2001, the Ecuadorian government
awarded OCP the rights to construction and operation for a 20-year term of the 503 km-long pipeline that runs from the northeastern region of Ecuador to the Balao distribution terminal on the Pacific Ocean coast. As of December 31, 2015, we
held an 11.42% interest in OCP. OCPs other shareholders are Andes Petroleum, Ecuador Ltd., Perenco Ecuador Limited, Occidental del Ecuador Inc., Repsol Ecuador S.A. and AGIP Oleoducto de Crudos Pesados B.V.
The oil pipeline has a transportation capacity of approximately 450,000 barrels per day, of which at least 350,000 barrels per day are
committed under transportation agreements that include a Ship or Pay clause. Because the oil pipeline runs across ecologically sensitive areas, the pipeline was constructed following stringent environmental and technical standards. The construction
of the oil pipeline was completed and it began operations in 2003.
Our subsidiary, EcuadorTLC S.A., entered into a transportation
agreement with OCP that includes a Ship or Pay clause whereby OCP has committed to transport 80,000 barrels per day of our oil for a 15-year term, from November 2003. For a more detailed discussion see Oil and Gas Exploration and
ProductionProductionProduction Outside ArgentinaEcuador.
During 2013, several inconsistent court rulings were
issued in connection with certain interpretative divergences between OCP and the Ecuadorian tax authorities. In 2014, however, the Ecuadorian tax authorities position was confirmed by the Ecuadorian National Court of Justice. OCP filed certain
extraordinary protection petitions with the Ecuadorian Constitutional Court, which were dismissed at the end of 2014.
As of
December 31, 2015, OCP had negative shareholders equity. We have not committed to make capital contributions or provide financial assistance to OCP; therefore our equity interest in OCP was valued at zero in our financial statements as of
and for the year ended December 31, 2015.
Oleoductos del Valle S.A. (Oldelval)
As of December 31, 2015, we held a 23.1% interest in Oldelval, which is the concessionaire of the transportation of crude oil through a
888 km-long oil pipeline between the Neuquén basin and Puerto Rosales (located in the Province of Buenos Aires). Oldelval operates trunk oil pipelines, providing access to the Allen-Puerto Rosales pipeline, with 1,706 km of installed piping.
The concession has a 35-year term, which began in 1993, with an option to extend the term for ten additional years. Oldelvals other shareholders are YPF, Chevron Argentina S.R.L., Pluspetrol S.A., Pan American Energy Ibérica S.L. and
Tecpetrol S.A.
The Allen-Puerto Rosales pipeline has a transportation capacity of approximately 220,000 barrels per day, with one million
barrels of storage capacity.
39
During 2015, oil volumes transported by Oldelval from Allen to Puerto Rosales totaled
51.6 million barrels, a 2.9% decrease compared to 2014, mainly due to a decrease in production in the Neuquén basin.
The
applicable laws governing the transportation of hydrocarbons through oil pipelines, which are based on the notion of free access, assign loading preference quotas to pipeline owners based on their shareholdings. Oil transportation rates are set by
the Ministry of Energy and Mining.
Competition
Our oil and gas related businesses are subject to oil price fluctuations determined by international market conditions and internal price
controls, export restrictions and other regulations. In our oil and gas operations in and outside of Argentina, we face competition from oil and gas producers active throughout the world.
40
REFINING AND DISTRIBUTION
Our presence in the Refining and Distribution business segment enables us to capitalize on our hydrocarbon reserves. Refining and distribution
operations are a necessary link in the business value chain, starting with crude oil and gas exploration and production and ending with customer service at the gas station network and the supply of petrochemical products.
As of December 31, 2015, our Refining and Distribution operations were based in Argentina, where we operated a refinery and a network of
265 gas stations. Our
Ricardo Eliçabe
refinery (the Refinery) is located in Bahía Blanca (Province of Buenos Aires). In addition, we have a 28.5% interest in Refinería del Norte S.A. (Refinor).
Our main strategy in the Refining and Distribution segment is to seek profitability through a balanced crude oil refining, logistics and
commercial chain.
Between August 20 and September 30, 2014, our Refinery successfully completed its scheduled plant shutdown
involving the Refinerys processing units, utilities and offsites, to perform general maintenance on the catalytic reformer, hydro-treatment unit, atmospheric distillation unit (topping) and vacuum distillation unit.
On May 2, 2011, we sold our San Lorenzo refinery, its loading and unloading facilities and the associated fuel sales network to Oil
Combustibles S.A. (Oil Combustibles), following an agreement for the sale of such assets approved by the Board of Directors on May 4, 2010. This transaction was consistent with our strategy of assessing our business and asset
portfolio structure on an ongoing basis with a view to identifying opportunities to maximize value for our shareholders. In November 2015, the sale of the San Lorenzo refinery, its loading and unloading facilities and certain associated fuel sales
network to Oil Combustibles was approved by the
Comisión Nacional de Defensa de la Competencia
(the Argentine Antitrust Commission or CNDC). As of the date of this Annual Report, the sale of the balance associated fuel
sales network, which was owned by our subsidiary, Eg3 Red S.A, remains subject to approval by the CNDC.
The Refining and Distribution Business in
Argentina
In 2015, gasoline and diesel sales volumes in the Argentine fuel market totaled 21.7 million cubic meters, a
3% increase compared to 2014. According to the SE, diesel sales volumes in the domestic market increased by 1.9% to 13.2 million cubic meters as a consequence of an increase in the automotive segment demand.
According to the SE, the gasoline market increased by 5.6% during 2015, with sales volumes totaling 8.5 million cubic meters, mainly
attributable to an increase in the automotive segment demand.
The compressed natural gas (CNG) market totaled
2.9 million cubic meters, a 4.6% increase compared to 2014.
Refining Division
Ricardo Eliçabe Refinery
As of December 31, 2015, our Refinery had a total refining capacity of 30,200 barrels of oil per day. The Refinery is located in the city
of Bahía Blanca, in the Province of Buenos Aires, a strategic location for the reception of crude oil coming through an oil pipeline from the Neuquén basin, for other Argentine crude oil coming by sea from the Golfo San Jorge or Santa
Cruz Sur Basins, and for imports from international markets. With a crude oil processing capacity of approximately 30,200 barrels per day, the Refinery produces a wide variety of products: regular gasoline, premium gasoline and ultra-high octane
gasoline (Podium), diesel, fuel oil, asphalts and liquefied gases (propane and butane).
The Refinery also produces intermediate fuel oil
(IFO) mixes used as fuel in vessels, raw materials for solvents and virgin naphtha for the petrochemical industry. The Refinery has a storage capacity of 480,000 barrels of heavy products and 690,000 barrels of light products.
During 2015, the Refinery processed an average of 28,704 barrels of oil per day, a 6% increase when compared to an average of 27,068 barrels
per day in 2014. During 2015, in addition to the domestic crude oils, our refinery processed successfully several imported crude oils of different qualities.
During 2015, investments in the Refinery were mainly directed to safety and environmental legal compliance and the optimization and revamping
of different refinery areas. These investments included the acquisition of a Vacuum Recovery Unit (VRU) as part of the revamping plan for the truck loading yard, the clean up of waste water treatment tanks, and scheduled shutdowns of processing
units and retrofitting works to loading areas at Puerto Galván. In addition, aerial tanks were repaired.
41
Dock Sud Plant
The Dock Sud distribution plant, located in the province of Buenos Aires, close to the city of Buenos Aires, has a total storage capacity of
approximately 1,230,000 barrels of heavy and light products. This plant is connected to the Oiltanking Ebytem terminal in the city of Bahía Blanca through a pipeline.
During 2015, we began revamping the tank yard formerly used for the reception and dispatch of crude oil at Dock Sud terminal, to increase
storage capacity for light fuels.
Caleta Paula Plant
The Caleta Paula plant is our newest distribution plant. It is located in the Province of Santa Cruz, close to the city of Comodoro Rivadavia,
in southern Argentina. The strategic location of this plant significantly improves our logistical capacity in an area distant from refineries. In addition, it allows us to maintain significant stocks of products to satisfy demand in the southern
area of the country for gasoline, diesel and lubricants. The plant is located on the Atlantic coast, and is supplied by vessels and supplemented by truck loading facilities. It has a storage capacity of 82,000 barrels of light products.
In 2015, we continued with tank revamping works at the Dock Sud and Caleta Paula terminals to meet applicable safety and environmental
regulations.
Refining Investment Plans
In 2016, we expect to continue making necessary investments to comply with legal standards applicable to the maintenance of our equipment, and
to improve the reliability of operations, including revamping the tank yard to meet applicable regulations, maintaining reliability and optimizing unit operations by performing facility maintenance works, continuously retrofitting loading points at
Puerto Galván, and scheduled shutdowns of the visbreaking and hydroprocessing units.
In Dock Sud, we expect to make investments to
retrofit the pump room, reservoir and fire system ducts, and to continue tank revamping works to meet applicable regulations and to increase storage capacity for light fuels.
In Caleta Paula, we expect investments to focus on upgrading operations for maintenance and legal compliance, including revamping tanks,
piping and the reverse osmosis plant.
Distribution Division
As of December 31, 2015, our commercial network of gas stations and wholesale customers allowed us to deliver products and services to a
number of regions in Argentina. In recent years, our strategy has been to optimize our customer portfolio, adapt its size to our production capacity, and streamline distribution processes.
As of December 31, 2015, we had a network of 265 gas stations located throughout Argentina, bearing the Petrobras brand name
of which 36 had Spacio 1-branded stores.
During 2015, we continued with our gas pump replacement and CNG compressors upgrade
programs in our gas station network.
In addition, in 2015 we launched the EcoPlus program to renovate our gas station network
and implemented the new EcoPlus facade in several of them. The EcoPlus program meets state-of-the-art standards in energy efficiency and environmental care.
In 2016, we expect to continue with EcoPlus program investments and the replacement of tanks in gas stations throughout Argentina,
the installation of CNG compressor equipment and the refurbishment of stores.
Our points of sale (gas stations) in Argentina as of
December 31, 2015 were as follows:
|
|
|
|
|
|
|
As of December 31,
2015
|
|
Owned
(1)
|
|
|
79
|
|
Franchised
(2)
|
|
|
186
|
|
|
|
|
|
|
Total
|
|
|
265
|
|
|
|
|
|
|
(1)
|
Owned or controlled by PESA under long-term commercial contracts or other types of contractual relationships that secure long-term direct influence over such points of sale.
|
(2)
|
The term franchised is used to refer to gas stations owned by third parties with whom PESA has signed a franchise agreement that provides PESA with the right (i) to become the gas stations
exclusive supplier and (ii) to brand the gas station with its corporate image. Current laws establish that the term of such contracts should be five years for existing stations and eight years for newly constructed stations.
|
42
Our liquid fuels domestic sales totaled 1.29 million cubic meters during 2015. As a result,
our market share in 2015 stood at 5.9%, ranking us fourth in the Argentine market.
Out of 1.29 million cubic meters of total liquid
fuels sold in 2015, 0.84 million cubic meters were diesel, a 7.7% increase compared to 2014, and gasoline sales, in turn, totaled 0.45 million cubic meters, an 8.2% decrease compared to 2014. Our sales of diesel and gasoline represented
6.4% and 5.2%, respectively, of all sales of these products in the Argentine market in 2015. In addition, annual sales of premium gasoline totaled 92.1 thousand cubic meters, which resulted in a 3.9% market share.
Our distribution business also focuses on lubricants. We aim at promoting the Lubrax brand in Argentina through the development of exclusive
lubricant customers, the leveraging of combined sales with liquid fuels and promotions at retail outlets.
In 2015, Lubrax sales in the
Argentine market totaled 16,900 cubic meters, a 5% increase compared to 2014. Our share in the lubricants market in 2015 was 5.5% compared to 5.4% in 2014, with the total market increasing by 1.6% in 2015.
We also sell oil products to the industrial, construction and marine markets. Products sold in these markets include marine fuels and
lubricants, asphalts and other products. Sales volumes in the bunker IFO market declined by 51.8% to 0.5 million cubic meters in 2015. We sold approximately 81,700 cubic meters of IFO Bunker and 13,200 cubic meters of Gas Oil Bunker,
representing a 9.7% and 9.4% market share, respectively. The domestic market for both products contracted by 47.1% compared to 2014, mainly due to domestic refining activities being mostly applied to the production of fuel oil for power plants and
asphalt rather than to the production of IFO Bunker and Gas Oil bunker.
In 2015, we sold 70,000 tons of asphalt, representing a 17.3%
market share. The higher-quality asphalt product, developed since 2011, represented 67% of the supply of asphalt from our Refinery.
The
following table shows production and sales for our consolidated Refining and Distribution segment for the fiscal years ended December 31, 2015, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Average crude oil processed per day (barrels)
|
|
|
28,704
|
|
|
|
27,068
|
|
|
|
28,730
|
|
|
|
|
|
Production (thousands of tons):
|
|
|
|
|
|
|
|
|
|
|
|
|
Virgin naphtha
|
|
|
10
|
|
|
|
37
|
|
|
|
34
|
|
Diesel
|
|
|
495
|
|
|
|
456
|
|
|
|
485
|
|
Other products
|
|
|
867
|
|
|
|
807
|
|
|
|
863
|
|
|
|
|
|
Sales (in thousands of m
3
):
|
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil
|
|
|
124
|
|
|
|
220
|
|
|
|
284
|
|
Gasoline
|
|
|
564
|
|
|
|
491
|
|
|
|
554
|
|
Diesel
|
|
|
865
|
|
|
|
784
|
|
|
|
782
|
|
Fuel oil/IFO
|
|
|
330
|
|
|
|
315
|
|
|
|
395
|
|
Paraffins
|
|
|
15
|
|
|
|
27
|
|
|
|
20
|
|
Others
|
|
|
237
|
|
|
|
240
|
|
|
|
211
|
|
|
|
|
|
Sales (in millions of pesos):
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
|
11,561
|
|
|
|
10,294
|
|
|
|
7,174
|
|
Outside Argentina
|
|
|
532
|
|
|
|
1,182
|
|
|
|
972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales (in millions of pesos)
|
|
|
12,093
|
|
|
|
11,476
|
|
|
|
8,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refinor
We have a 28.5% interest
in Refinor, whose other shareholders are YPF (50%) and Pluspetrol S.A. (21.5%). Refinor is engaged in crude oil refining, natural gas processing, product transportation, marketing and sales.
Refinor owns the only refinery in the northern region of Argentina, which is located in Campo Durán, in the Province of Salta.
Refinors refining capacity is approximately 26,400 barrels of oil per day and its natural gas processing capacity is 20.4 million cubic meters of gas per day (MMm
3
/d).
43
Refinor owns and operates the following processing plants: an atmospheric distillation unit
(topping), a vacuum distillation unit, a gasoline hydro-treatment unit, a catalytic reformer plant, an isopentane plant using fractional distillation of gasoline turbex (operating since April 2013), two turboexpander and fractioning plants for LPG
production, as well as a plant for the production of auxiliary services (industrial water, steam, electricity, compressed air) used in the different processing plants.
The Campo Durán refinery receives crude oil/condensate and natural gas from the Northwestern Basin and from Bolivia. These operations
are conducted through two oil pipelines and three gas pipelines.
In addition, Refinor operates a 1,109 km-long pipeline running from
Campo Durán (in the Province of Salta) to Montecristo (in the Province of Córdoba) for the distribution of its products. Along the pipeline, the Banda Río Salí (in the Province of Tucumán), Güemes (in the
Province of Salta) and Leales (in the Province of Tucumán) dispatch plants are supplied. This pipeline is the most important distribution channel for liquids generated in the Northwestern Basin in Argentina and transports diesel, virgin
naphtha, motor gasoline, butane and propane.
As of December 31, 2015, Refinor had a commercial network of 65 gas stations located in
the Provinces of Salta, Tucumán, Jujuy, Santiago del Estero, La Rioja, Catamarca and Chaco. Through these gas stations, Refinor sells a high performance fuel line: Refinor 97 (97 octanes), High grade (95 octanes) and Eco Diesel.
In 2015, daily average volumes of crude oil processed totaled 9,075 barrels per day, a 38.4% decrease compared to 2014. During 2015,
443 thousand oil barrels were imported from Bolivia, representing 18% of the volume received in 2014, and the balance was domestic supply.
Sales volumes totaled 637,000 cubic meters per year, a 32% decrease compared to 2014, 518,000 cubic meters of which were directed to the
domestic market and 119,000 cubic meters of which were directed to export markets. During 2015, Refinor had a market share of approximately 26.5% and 17.5% in the motor gasoline and diesel markets, respectively, in the Northwestern region of
Argentina. Refinor remains the company with the second highest number of retail outlets and sales volumes in the Northwestern region of Argentina.
In 2015, Refinor processed an average of 14.7 MMm
3
/d of gas, a 4% increase compared
to 2014 and produced 298,000 tons of LPG, 6.3% lower than LPG production in 2014.
Sales of LPG totaled approximately 275,000 tons during
the year, a 9% decrease compared to 2014.
The following table sets forth Refinors production and sales for the fiscal years ended
December 31, 2015, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Production (in thousands of
m
3
):
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline
|
|
|
181
|
|
|
|
160
|
|
|
|
173
|
|
Virgin naphtha
|
|
|
56
|
|
|
|
285
|
|
|
|
290
|
|
Diesel
|
|
|
185
|
|
|
|
319
|
|
|
|
330
|
|
Natural gasoline
|
|
|
87
|
|
|
|
89
|
|
|
|
89
|
|
Propane / butane (in thousands of tons)
|
|
|
298
|
|
|
|
318
|
|
|
|
320
|
|
Other products
|
|
|
85
|
|
|
|
78
|
|
|
|
81
|
|
|
|
|
|
Sales (in thousands of m
3
):
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline
|
|
|
182
|
|
|
|
161
|
|
|
|
172
|
|
Virgin naphtha
|
|
|
168
|
|
|
|
380
|
|
|
|
385
|
|
Diesel
|
|
|
197
|
|
|
|
320
|
|
|
|
338
|
|
Propane/butane (in thousands of tons)
|
|
|
275
|
|
|
|
303
|
|
|
|
298
|
|
Other products
|
|
|
90
|
|
|
|
76
|
|
|
|
102
|
|
|
|
|
|
Sales (in millions of pesos):
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
|
3,564
|
|
|
|
3,207
|
|
|
|
2,212
|
|
Outside Argentina
|
|
|
385
|
|
|
|
2,582
|
|
|
|
1,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales (in millions of pesos)
|
|
|
3,949
|
|
|
|
5,789
|
|
|
|
4,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Competition
Our principal competitors in the Argentine gasoline and diesel markets are YPF, Shell C.A.P.S.A, Axion Energy Argentina S.A. and Oil
Combustibles, which in 2015 had market shares of approximately 58.1%, 15.2%, 14.4%, and 4.4% respectively, according to the SE.
44
PETROCHEMICALS
The Petrochemicals business segment is an important component of our business strategy. Our goal in the Petrochemicals business segment is to
maintain our position in the styrenics market by capitalizing on current conditions and maximizing the use of our own petrochemicals raw materials.
As of December 31, 2015, our Petrochemical operations were entirely based in Argentina. We produce a wide array of products, such as
intermediate gasoline, aromatic solvents, hexane and other hydrogenated paraffinic solvents, propellants for the cosmetic industry, monomer styrene, as well as rubber and polymers for the domestic and foreign markets from natural gas, virgin
naphtha, propane and other supplies.
Argentine Operations
In Argentina, we are the only producer of styrene, polystyrene and elastomers, and the only integrated producer of plastics derived from oil
production. As part of our efforts to integrate our operations, we use a substantial amount of styrene for the production of polystyrene and synthetic rubber.
The petrochemicals division has the following plants:
|
|
|
An integrated petrochemicals complex at Puerto General San Martín, in the Province of Santa Fé, with an annual production capacity of 50,000 tons of gases (LPG and propellants), 155,000 tons of aromatics,
290,000 tons of gasoline and raffinate, 160,000 tons of styrene, 58,500 tons of synthetic rubber, 180,000 tons of ethylbenzene and 31,000 tons of ethylene.
|
|
|
|
A polystyrene plant located in the city of Zárate, in the Province of Buenos Aires, with a production capacity of 65,000 tons of polystyrene and 14,000 tons of bioriented polystyrene (BOPS) per year.
This state-of-the-art BOPS plant is the only one of its type in South America.
|
|
|
|
An ethylene plant located in San Lorenzo, Province of Santa Fé, with a production capacity of 19,000 tons per year. It is located along the Paraná river coast, near the Puerto General San Martín
petrochemicals complex, which uses ethylene as raw material for the production of ethylbenzene and styrene.
|
Styrenics Division
During 2015, we made investments of Ps.127 million, mainly in works related to the scheduled general shutdown, including, among
others. catalyst and furnace tube replacement and compressor manteinance, performed at the Puerto General San Martín complex involving the styrene, ethylbenzene, ethylene plants, and San Lorenzo ethylene plant, the Power Plant and the waste
water treatment plant.
In addition, we made investments in the synthetic rubber unit, investments required for the gasoline reforming
unit shutdown to be performed in 2016, and investments related to HES, maintenance and operational reliability at the styrene, polystyrene and synthetic rubber plants. Investments during 2015 included the assembly of the rubber reverse osmosis
plant, the passing of intelligent tools through ducts, environmental remediation works and energy recovery projects in styrene furnaces.
Monomer styrene sales volumes during 2015 totaled 55.7 thousand tons, remaining stable compared to 2014. A decline in exports to Chile
and Brazil was offset by an increase in domestic market sales of 10% compared to 2014.
In 2015, polystyrene sales volumes totaled
58.8 thousand tons, representing a 19% increase compared to 2014, mainly due to increased domestic sales.
In 2015, sales volumes of
BOPS totaled 7.7 thousand tons, a 15% decrease compared to 2014, driven by a 30% decline in exports partially offset by a 33% increase in domestic sales.
In 2015, sales of synthetic rubber totaled 34.7 thousand tons, of which 22.8 thousand tons were sold in the domestic market and
11.9 thousand tons were sold as exports. Sales volumes in 2015 of synthetic rubber were 13% lower compared to 2014, mainly due to a 32% decline in exports, which was attributable to lower demand in the Brazilian market.
Also in 2015, we continued producing polymers with low aromatic content meeting European regulation standards, in response to our
clients demands.
Reforming Gasoline Division
In 2015, improvements were made to optimize energy consumption and light gas recovery and we invested in maintenance, reliability and legal
compliance works, such as the development of a furnace safety system and aerial tanks were repaired. In 2016, we expect to perform a scheduled plant shutdown of the Gasoline Reforming unit at Puerto General San Martin for maintenance purposes.
45
Sales of intermediate gasoline and naptha during 2015 totaled 277 thousand tons, of which
73 thousand tons were directed to the export market. Sales of aromatics and other products during 2015 totaled 64 thousand tons, 69% of which were directed to the domestic market, a percentage similar to that recorded for 2014.
Propellant gas sales totaled 12.2 thousand tons in 2015, accounting for a 21% decrease compared to 2014, attributable to a decline in
sales to the domestic market.
As of December 31, 2015, our estimated market shares of the following products in Argentina were:
|
|
|
Styrene butadiene rubber (SBR) 85%.
|
The following table sets forth
production and sales by major product for the Petrochemicals division in Argentina for the fiscal years ended December 31, 2015, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Production (thousands of tons):
|
|
|
|
|
|
|
|
|
|
|
|
|
Styrene
(1)
|
|
|
116
|
|
|
|
121
|
|
|
|
122
|
|
Synthetic rubber
(2)
|
|
|
26
|
|
|
|
40
|
|
|
|
49
|
|
Polystyrene
|
|
|
59
|
|
|
|
57
|
|
|
|
44
|
|
BOPS
|
|
|
8
|
|
|
|
10
|
|
|
|
9
|
|
Naphtha
|
|
|
282
|
|
|
|
256
|
|
|
|
281
|
|
Aromatics and other products
|
|
|
282
|
|
|
|
217
|
|
|
|
183
|
|
|
|
|
|
Sales (thousands of tons):
|
|
|
|
|
|
|
|
|
|
|
|
|
Styrene
(1)
|
|
|
56
|
|
|
|
56
|
|
|
|
68
|
|
Synthetic rubber
(2)
|
|
|
35
|
|
|
|
40
|
|
|
|
50
|
|
Polystyrene and BOPS
|
|
|
67
|
|
|
|
58
|
|
|
|
59
|
|
Propylene
(3)
|
|
|
13
|
|
|
|
15
|
|
|
|
19
|
|
Naphtha
|
|
|
277
|
|
|
|
255
|
|
|
|
289
|
|
Aromatics and other products
|
|
|
76
|
|
|
|
76
|
|
|
|
55
|
|
|
|
|
|
Sales (in millions of pesos):
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentina
|
|
|
3,749
|
|
|
|
3,587
|
|
|
|
2,599
|
|
Outside Argentina
|
|
|
760
|
|
|
|
849
|
|
|
|
749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total sales (in millions of pesos)
|
|
|
4,509
|
|
|
|
4,436
|
|
|
|
3,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Including ethylbenzene.
|
(2)
|
Including SBR, NBR and butadiene.
|
In 2014, sales for this business segment increased by
Ps.1,088 million, or 32.5%, to Ps.4,436 million from Ps.3,348 million in 2013, primarily as a consequence of a 45% rise in average sales prices, which more than offset an 8.7% decline in volumes sold.
In 2015, sales for this business segment increased by Ps.73 million, or 1.6%, to Ps.4,509 million from Ps.4,436 million in
2014, mainly due to increases in catalytic reformer plant products sales of 17%, primarily naphtha and aromatics, partially offset by a decline in sales of styrenic products of 16% .
Competition
The petrochemicals market in
which we compete is highly cyclical, and world market conditions have a strong impact on our results of operations. We are the only producer of styrene, polystyrene and elastomers in Argentina, but compete with other foreign producers, especially
those located in Brazil.
46
GAS AND ENERGY
The Gas and Energy business segment sells gas produced by our Oil and Gas Exploration and Production business segment. We also provide gas and
LPG brokerage and trading services. In addition, through our stake in TGS, we are engaged in the transportation of gas in southern Argentina and in the processing and marketing of NGL. We are a major player in the Argentine electricity market, where
we operate in the generation segment.
In the Gas and Energy segment, our main business objective is to increase profitability in each of
our gas marketing and transportation business, our LPG business and our electricity generation operations.
Gas Marketing and Transportation
We sell gas produced by our Oil and Gas Exploration and Production segment, and purchase gas to supply internal consumption needs. In addition,
we provide gas and LPG brokerage and trading services. We also assist clients in sales, logistics, foreign trade and marketing of gas and LPG.
In 2015, domestic sales of gas produced by us totaled 6.0 MMm
3
/d. We sold 1.6 MMm
3
/d under the brokerage modality and purchased 1.1 MMm
3
/d from third parties to cover our commitments to supply internal consumption. Distribution
was implemented through our own and third parties transport fleets in order to supply clients and secure compliance with undertaken commitments. Our total sales of LPG were 85,600 tons.
We entered into agreements with the
Compañía Administradora del Mercado Mayorista Eléctrico S.A.
(the wholesale
electric market administration company, or CAMMESA) for the sale of non-conventional gas from the El Mangrullo area in 2011 and the Río Neuquén area in 2012 under the Gas Plus modality. We renewed each of these agreements
in July 2015. See Regulation of Our BusinessArgentine Regulatory FrameworkAdjustment of Natural Gas Price at Wellhead.
In 2015, we continued to sell butane in trucks to the domestic market. In 2015, we sold approximately 42,600 tons. As in 2014, in 2015, we
complied with the requirements imposed by the SE as to butane supply to the domestic market from the Refinery. Changes in the domestic price policy for both committed and free availability volumes in April 2015 resulted in an improvement in butane
sales margins thereafter.
In February 2013, the Commission issued Resolution No. 1/2013 establishing the Stimulus Program for
Surplus Injection of Natural Gas (Gas Program I). Under such program, producers were required to submit projects to increase natural gas injection for a maximum period of five years, with a view to increasing production and achieving
higher activity and employment levels in the sector. A price of U.S.$7.50/MMBTU was established for natural gas excess injection, with penalties involving LNG imports in the case of non-compliance with committed volumes.
In turn, in November 2013, through Resolution No. 60/2013 (modified in March 2014 by Resolution No. 22/2014), the Commission created
the Stimulus Program for Surplus Injection of Natural Gas for Companies with Reduced Injection (Gas Program II). Producers were required to submit projects to increase natural gas production levels on or prior to April 30, 2014.
Such program was directed to companies without previous production or with a maximum production of 4 MMm
3
/d, with price incentives in the case of production increases and penalties involving LNG
imports in the case of non-compliance with committed volumes. Moreover, companies eligible for the Gas Program I and meeting the relevant requirements were entitled to request withdrawal from Gas Program I and admission to Gas Program II.
In August 2014, the Ministry of Economy and Public Finance, through Resolution No. 139/2014, introduced additional changes to Resolution
No. 60/2013, including, among others, the elimination of the previous injection limit and the introduction of two annual registration periods. We requested to participate in this program and were registered through Resolution No. 13/2015
issued by the Secretary of Economic Policy and Development Planning of the Ministry of Economy and Public Finance. See Regulation of Our BusinessArgentine Regulatory FrameworkAdjustment of Natural Gas Price at Wellhead.
In 2015, we benefitted from higher natural gas revenues through the compensation scheme established by the Gas Program II. Price
incentives contemplated in that program were made applicable retroactively as from July 2014.
47
Gas Transportation TGS
Our Interest in TGS and Corporate Developments
We indirectly hold a 25.5% interest in TGS. TGSs controlling shareholder is
Compañía de Inversiones de Energía
S.A.
(CIESA), which as of the date of this Annual Report holds 51% of TGSs capital stock. The ANSES holds 23.11% and the remaining 25.89% of TGSs capital stock is publicly held. TGSs shares are listed on the Buenos
Aires Stock Exchange and on the NYSE, in the form of ADSs. PESA has an interest of 50% in CIESA (directly and indirectly through our subsidiary Petrobras Hispano Argentina S.A. (Petrobras Hispano)), 40% is held by a trust whose trustee
is The Royal Bank of Scotland N.V. Sucursal Argentina (the Trust) and the remaining 10% is held by PEPCA S.A. (formerly, Enron Pipeline Company Argentina S.A., or EPCA), which was acquired by Pampa Inversiones S.A. (together
with Pampa Energía S.A., the Pampa Group) on April 8, 2011.
CIESAs and TGSs current equity ownership
reflects the implementation of the first stage of the master settlement agreement and the mutual release agreement, signed by PESA and certain subsidiaries of Enron Creditors Recovery Corp. (Enron, formerly Enron Corp.) on April 16,
2004 (the Master Settlement Agreement), in connection with the restructuring of CIESAs indebtedness. CIESAs board of directors includes three members nominated by us, two by the Trust and one by PEPCA. TGSs board of
directors is composed of nine members, six nominated by CIESA and three independent members. Pursuant to a shareholders agreement entered into on August 29, 2005 (the Shareholders Agreement) among PEPCA, the Trust and
us, we have the right to appoint the chairmen of the boards of directors of both TGS and CIESA and the chief executive officer of TGS.
Following the enactment of the Public Emergency Law in Argentina, CIESA and TGS both defaulted on their debt during 2002. In 2004,
CIESAs shareholders entered into an agreement that, among other things, provided for certain stock transfers in order to create the necessary flexibility to restructure CIESAs financial debt and TGS successfully restructured
substantially all of its debt. Subsequently, on September 1, 2005 CIESAs shareholders and financial creditors entered into the CIESA Restructuring Agreement. Since January 2009, while approval of the CIESA Restructuring
Agreement by the authorities has been pending, several legal claims involving Ashmore Energy International Limited (AEI), CIESA and others were filed before the courts of the State of New York in the United States of America.
On May 10, 2011, CIESA entered into a Memorandum of Understanding with the Pampa Group, the holder of the 1997 CIESA Notes as successor
to AEI and on May 18, 2011, CIESA, Pampa Group and PESA excecuted a fourth amendment to the CIESA Restructuring Agreement providing for the replacement of AEI with the Pampa Group as a party to the agreement. On October 5, 2011, by note
No. 11,362, the
Ente Nacional Regulador del Gas
(Argentine Gas Regulatory Agency, or ENARGAS) expressed no regulatory objections to the CIESA Restructuring Agreement, which would become effective after obtaining approval from
the CNDC. As of the date of issuance of this Annual Report, the CIESA Restructuring Agreement remains subject to approval by the CNDC.
On
July 13, 2012, CIESA, Pampa Group and PESA entered into a settlement agreement whereby all parties involved waived all claims, title and interest in the lawsuit before the New York State Courts and terminated the same. As a result of the
agreement, CIESA paid off all of its financial debt by means of (i) the transfer to Pampa Group of 4.3% of TGSs shares; (ii) a cash payment of approximately U.S.$130 million; (iii) the release of the remaining financial debt;
and (iv) execution on July 13, 2012 of a fifth amendment to the CIESA Restructuring Agreement whereby, upon obtaining governmental approval, Pampa Group will receive additional shares representing 40% of CIESAs capital stock which
are currently held in trust by The Royal Bank of Scotland N.V. Sucursal, Argentina. As a result of the full settlement of CIESAs financial debt, in the third quarter of 2012, we recorded a gain of Ps.291 million attributable to our equity
interest in CIESA and in 2013 CIESA notified the CNV of the formal cancellation of the 1997 CIESA Notes. On May 30, 2013, the CNV approved CIESAs withdrawal from public offering and listing through Resolution No. 17,904.
In order to improve the maturity profile of TGSs financial debt, in January 2014, TGS launched an offer for a voluntary exchange of the
2007 Notes (maturing between 2014 and 2017). To this end, on January 3, 2014, the CNV issued Resolution No. 17,262. TGSs offer was taken up by holders of approximately 67% of the 2007 Notes, who received new TGS notes maturing
between 2014 and 2020.
On March 9, 2016, Pampa Energía S.A. announced that its board of directors approved to initiate
negotiations for the potential sale of its indirect interest in TGS. On April 22, 2016, Pampa Energía S.A. announced that it had agreed to conduct exclusive negotiations for 45 days with Harz Energy, a subsidiary of Neuss Group, for the
sale of the stake and rights that it holds, directly or indirectly, in TGS.
48
TGS Business
TGS began operations in late 1992 as a part of the privatization of the Argentine energy sector. Currently, TGS is the leading gas
transportation company in Argentina, delivering about 73% of total gas transported in Argentina during 2015. TGS is also one of the leading NGL producers and traders, in both the domestic and international markets, and an important provider of
midstream services, including business structuring, turnkey construction and operation and maintenance of facilities used for gas storage, conditioning and transportation.
PESA provides services to TGS for the operation and maintenance of the gas transportation system and related facilities and equipment, to
ensure that the system performance is in conformity with international standards and in compliance with certain environmental standards.
The following chart shows statistical information relating to TGSs business segments for the fiscal years ended December 31, 2015,
2014 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Regulated Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Average firm committed capacity
(1)
|
|
|
80.6
|
|
|
|
80.4
|
|
|
|
82.5
|
|
Average daily deliveries
(1)
|
|
|
66.0
|
|
|
|
65.4
|
|
|
|
65.9
|
|
Annual load factor
(2)
|
|
|
82
|
%
|
|
|
81
|
%
|
|
|
80
|
%
|
Unregulated
Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquids total production
(3)
|
|
|
924.2
|
|
|
|
969.9
|
|
|
|
910.4
|
|
Processing capacity at year end
(1)
|
|
|
46.0
|
|
|
|
46.0
|
|
|
|
46.0
|
|
(2)
|
Corresponds to the quotient of the average daily deliveries and the average firm contracted capacity.
|
(3)
|
In thousands of tons.
|
Regulated Energy Segment of TGS
TGS has a gas transportation license in southern Argentina, and is the largest transporter of natural gas in Argentina and all of Latin
America. TGSs pipeline system connects Argentinas southern and western gas reserves with the main consumption centers in those regions, including greater Buenos Aires. TGS has an exclusive license for the use of the southern gas
transportation system, which expires in 2027, with an option to extend it for ten additional years if certain conditions are met.
TGS
transports gas through more than 9,184 km of pipelines, of which almost 7,637 km belong to TGS, with a firm contracted capacity as of December 31, 2015 of 80.6 MMm
3
/d. Pursuant to these
contracts, the capacity is reserved and paid for irrespective of the actual use by customers. Almost all capacity of the gas transportation pipelines in Argentina is currently apportioned among gas distribution companies, large industrial customers
and gas-fired power plants under firm long-term transportation contracts. The total average life of TGSs firm transportation contracts is approximately nine years. In addition, TGS provides interruptible transportation services under which gas
transportation is dependent on the availability of excess capacity.
Transportation services begin with the receipt of gas owned by a
shipper (
e.g.
, distribution companies, producers, traders or large users) at one or more reception points. It is then transported and delivered to designated delivery points along the system. The total service area includes approximately
5.9 million end users, approximately 4.0 million of which are in greater Buenos Aires. Direct services to residential, commercial and industrial users, and electric power plants, are mainly provided by four gas distribution companies,
which are connected to the TGS gas pipeline system: Metrogas S.A., Gas Natural Ban S.A., Camuzzi Gas Pampeana S.A. and Camuzzi Gas del Sur S.A. Some important industries and electric power plants are also located within TGSs operational area
and are provided with direct gas transport services by TGS.
TGS has made significant investments in its business since the privatization.
As a result, compression power has been increased from 429,030 horsepower (HP) in 1992 to 766,110 HP in 2015, and contracted firm transportation capacity has been increased from 42.9
MMm
3
/d in 1992 to 80.6 MMm
3
/d by the end of 2015.
Tariff Renegotiation Process
As a consequence of the Public Emergency Law that pesified and prohibited the increase of tariffs, revenues from the regulated energy segment
declined considerably. The gas transportation segment represented 24%, 17% and 23% of the total revenues of TGS in 2015, 2014 and 2013, respectively, while from the time of TGSs privatization through 2001, revenues for this segment represented
approximately 80% of TGSs total annual revenues. TGS is still engaged in discussions with the Argentine government regarding the renegotiation of its tariffs. As a result, and despite contracted capacity increases and trasitional price
adjustments, the profitability of the regulated business has not yet been fully restored.
The Ministry of Economy created the UNIREN in
July 2003 for the purpose of assisting in the renegotiation process. On February 16, 2016, the new administration, through Decree No. 367/16, dissolved the UNIREN and transferred the responsibility of renegotiating public service
agreements to the ministries with jurisdiction over the relevant activity (in the case of TGS, the Ministry of Energy and Mining) acting jointly with the Ministry of Economy and Public Finance.
49
Provisional agreement
After UNIREN had submitted to TGS two proposals for tariff adjustment during 2005, in October 2008 TGS entered into a provisional agreement
with UNIREN, which provided for a 20% tariff increase to be retroactively applied as from September 1, 2008. On December 3, 2009, the Argentine government issued Decree No. 1,918/09 ratifying the provisional agreement. As a result,
TGS was to invoice the tariff increase to its customers once ENARGAS had published the new tariff schedule and defined the billing method for the retroactive effect. In light of ENARGASs delay in completing this administrative step, in August
2010, TGS sent a letter to ENARGAS requesting authorization to publish the new tariff schedule including the 20% provisional tariff increase, the method for collection of the retroactive increase and the application of an interest rate in accordance
with the payment terms to be defined. ENARGAS replied to TGS that it had forwarded the background information and the tariff project to the
Secretaría de Coordinación y Control de Gestión
(the SCyCG), in
compliance with Resolution No. 2,000/05 issued by the Ministry of Federal Planning.
On September 30, 2010, TGS filed a summary
action for the protection of its constitutional rights (
acción de amparo
) against ENARGAS and the SCyCG seeking the implementation of the new tariff schedule. Pursuant to a favorable decision of November 5, 2010, affirmed by the
Court of Appeals on April 5, 2011 and by the Supreme Court on November 28, 2013, the 2008 provisional agreement was finally implemented in April 2014.
On April 7, 2014, the ENARGAS issued Resolution No. 2,852/14 defining the new tariff schedules that included an increase in the rate
applicable to natural gas transportation. The increase in the rate was set forth in three stages, as follows: 8% from April 1, 2014, 5.5% from June 1, 2014 and 5.3% from August 1, 2014, reaching a cumulative increase of 20%.
On September 19, 2014, TGS filed an appeal requesting ENARGAS to implement the retroactive increase provisions of the 2008 provisional
agreement, which was rejected on the ground that after the issuance of Resolution No. 2,852/14, ENARGAS had complied with its obligations under Decree No. 1,918/09. In April 2015, TGS appealed such rejection, which was confirmed on
November 18, 2015 by the Supreme Court.
On December 19, 2014, in light of the delay in the complete implementation of Decree
No. 1,918/09, TGS filed administrative claims for damages resulting from the ENARGAS failure to: (i) implement the retroactive increase provisions of the 2008 provisional agreement for the period between September 1, 2008 and
March 31, 2014 and (ii) adjust the charge for Access and Use (CAU).
On June 5, 2015, the ENARGAS issued
Resolution No. 3,347, complementary to Resolution No. 2,852/14, defining an increase in the tariff schedules applicable to natural gas transportation as from May 1, 2015, which represented a temporary increase of 44.3% in the price of
natural gas transportation and 73.2% in the CAU.
These transitional adjustments were made in advance of future increases pursuant to the
comprehensive renegotiation process. Pursuant to Resolution No. 31/16 of the Ministry of Energy and Mining, TGS and the ENARGAS are expected to conclude the renegotiation process within twelve months following the issuance of Resolution
No. 3,724/16.
On March 31, 2016, the ENARGAS issued Resolution No. 3,724, which approved the tariff schedule applicable as
from April 1, 2016, including the CAU for the Natural Gas Transportation business segment, which represented a 200.1% increase. This increase is associated with the implementation of a Mandatory Investment Plan to be fulfilled by TGS between
April 2016 and March 2017, involving future capital expenditures of Ps.794.3 million to be overseen by the ENARGAS. Futhermore, TGS shall submit evidence of compliance with such Mandatory Investment Plan to obtain ENARGASs prior authorization
to distribute dividends.
These increases represent a partial recognition of TGS prior administrative claims, and as such, TGS will
continue with all legal actions initiated until it obtains full enforcement of its rights, including those necessary to accomplish the execution of the Comprehensive Agreement.
Comprehensive agreement
In early October 2008, TGS received from UNIREN a proposal for a comprehensive agreement (which included an initial tariff increase of 20%),
which was not accepted by TGS. In October 2011, TGS received another proposal from UNIREN including similar terms and conditions to those included in the 2008 proposal for a comprehensive agreement. In August 2011, TGSs board of directors
approved the new proposal, allowing UNIREN to initiate the relevant administrative procedure to finalize the renegotiation agreement. On December 29, 2014 TGS filed an administrative appeal under the terms of section 30 of the National
Administrative Procedures Act seeking damages for the failure to implement the comprehensive agreement.
50
In October 2015, TGS and UNIREN, signed a new version of the Comprehensive Agreement that
incorporated the terms of Resolution No. 3,347. The sustainable recovery of the natural gas transportation business, which is strategic for the development of the Argentine economy, will depend on the effective implementation of the
comprehensive renegotiation agreement.
On February 16, 2016, the new administration, through Decree No. 367/16, dissolved the
UNIREN and transferred the responsibility of renegotiating public service agreements to the ministries with jurisdiction over the relevant activity. It also empowered such ministries jointly with the Ministry of Economy and Public Finance to
conclude any partial renegotiation agreements and temporary price and tariff adjustments that may be necessary to ensure the continuity of the normal provision of the corresponding public services, until the completion of the comprehensive
renegotiation process, which shall be effected as an advance of future increases pursuant to the comprehensive tariff review. The Ministry of Energy and Mining, together with the Ministry of Economy and Public Finance, assumed UNIRENs
responsibilities with regard to TGSs renegotiation process.
Pursuant to Resolution No. 31/16 of the Ministry of Energy and
Mining, TGS and the ENARGAS are expected to conclude the renegotiation process within twelve months following the issuance of Resolution No. 3,724/16, on March 31, 2016.
TGS Non-Regulated Businesses
In addition to the regulated segment of natural gas transportation, TGS is one of the leading processors of natural gas and one of the largest
traders of NGL in Argentina. NGL production and distribution involves the extraction of ethane, propane, butane, and natural gasoline from the gas flow that arrives to the General Cerri complex, located near Bahía Blanca, in the Province of
Buenos Aires, which is connected to TGSs main pipelines. TGS has two gas processing plants at the General Cerri complex: (1) an ethane, propane, butane and natural gasoline turbo expander separating plant and (2) an absorption plant
which extracts propane, butane and gasoline from the gas transported through TGSs pipeline system, with a gas processing capacity of 46 MMm
3
/d and a storage capacity of 54,840 tons. After
extraction, TGS sells these products in the domestic and international markets. TGS also stores and ships the products at facilities located in Puerto Galván. These activities are not regulated by ENARGAS.
NGL production and distribution net revenues accounted for approximately 69%, 75% and 72% of TGSs net revenues in 2015, 2014 and 2013,
respectively. TGSs operations have benefited from rises in the international price of NGL and natural gasoline experienced during recent years, which permitted higher revenues principally from exports until the decline in international prices
since the second half of 2014. NGL production in 2015, 2014 and 2013 totaled 924,176 tons, 969,920 tons and 910,400 tons, respectively.
TGS sells its NGL to Geogas Trading under an export agreement entered into on October 27, 2015, following a private bidding process which
provided for a lower price per ton for products sold compared to the prior export agreement. The contract provides for monthly sales of approximately 25,353 short tons (a unit of weight equal to 2,000 pounds or 907.2 kilograms) of propane and 11,023
short tons of butane at the price quoted in Mont Belvieu, Texas, plus a fixed charge per ton. The contract expires on April 30, 2016. TGS will submit new bids to various customers for new agreements for the September 2016-April 2017 period to
replace the existing seasonal contract. For the period from March through September of each year, TGSs sales of NGL are mainly in the domestic market, due to restrictions on natural gas processing and to governmental requirements to supply the
domestic market.
Regarding natural gasoline exports, during 2015 TGSs main customers were Petrobras, Trafigura Pte Ltd. and Braskem
Netherlands BV. Prices in 2015 were lower than in previous years as a result of lower demand from emerging markets and higher supply surplus as a consequence of the increase in production levels following the development of shale gas fields in the
United States. In January 2016, TGS entered into a one year term supply agreement with Petrobras. This agreement contemplates the delivery of 110,230 short tons at international prices minus a discount per sold ton. Selling prices are calculated on
the basis of the NWE ARA price less a fixed discount per ton. This contract was entered into on market terms according to the analysis and conclusions of TGSs audit committee.
Ethane has been sold to PBB-Polisur S.A. (PBB), an Argentine polyethylene producer, under a ten-year agreement that expired on
December 31, 2015. The minimum volume of ethane that TGS had committed to sell to PBB was 370,373 short tons per year. During 2015 and 2014, PBB did not comply with the minimum purchase volume committed, and compensated TGS for the breach. The
price was initially fixed through December 31, 2007. Since then, at the beginning of each year the price was subject to an annual adjustment based on various factors, including the producer price index (which variation cannot be higher than
1% per year), the natural gas price, the quality of the ethane shipped by TGS and the transportation tariffs and charges. From 2008 to 2013, prices increased by 22.4%, 9.0%, 5.0%, 6.6%, 9.0% and 11.9% compared to the prior year, respectively.
In 2014, the price increased by 4.3% compared to 2013. Due to stable market conditions, the selling price for 2015 was similar to the 2014 selling price.
After expiration of the agreement on December 31, 2015, PBB and TGS agreed on two short-term extensions. The first one expired on
March 1, 2016, and the second one will expire on April 30, 2016. Under these extensions, TGS agreed to new prices and quantities of ethane to be supplied to PBB. The new prices may also be adjusted in case of market variations of natural
gas prices. The minimum volume of ethane commited under the extension is 25,363 short tons per month. TGS is currently negotiating a new agreement for future ethane sales to PBB.
51
Competition
TGSs gas transportation business, which provides an essential service in Argentina, faces only limited direct competition. In view of the
characteristics of the market in which TGS operates, it would be very difficult for a new entrant in the transportation market to pose a significant competitive threat to TGS, at least in the short to medium term. In the longer term, the ability of
new entrants to successfully enter TGSs market would depend on a favorable regulatory environment, an increasing and unsatisfied demand for gas by end users, and sufficient investment in gas transportation to accommodate delivery capacity from
the transportation systems.
On a day-to-day basis, TGS competes, to a limited extent, with Transportadora de Gas del Norte S.A. for
interruptible transportation services and for new firm transportation services made available as a result of expansion projects from the Neuquén basin to the greater Buenos Aires area. Interruptible transportation services accounted for 10%
of TGSs regulated business net revenues for 2015. The relative volumes of such services will depend mainly upon the specific arrangements between buyers and sellers of gas in such areas, the perceived quality of services offered by the
competing companies, and the applicable rate for each company.
With respect to NGL processing activities, TGS competes with
Compañía MEGA S.A., which owns a gas processing plant in the Neuquén basin and has a processing capacity of approximately 36 MMm
3
/d. Our controlling shareholder, Petrobras,
has a 34% interest in Compañía MEGA S.A.
Electricity
In the electricity business, we are active in generation and, to a lesser extent, in transmission activities, and are positioned as a major
player in the Argentine electricity market.
We conduct electricity generation activities through the Genelba thermal power plant and the
open cycle gas-fired turbine (Genelba Plus) in the Province of Buenos Aires, the Pichi Picún Leufú Hydroelectric Complex (HPPL) in the Comahue region, on the Limay River, in the Province of Neuquén and
the Ecoenergía thermal power plant (Ecoenergía) located in Bahía Blanca in the Province of Buenos Aires. In addition, in the transmission business segment, we hold an equity interest in Enecor S.A.
(Enecor).
On January 30, 2013, we agreed to sell our direct and indirect interest in Distrilec to Hidroeléctrica
Piedra del Águila S.A. and La Plata Cogeneración S.A. for U.S.$35 million, thereby withdrawing from the electricity distribution business.
The Argentine Electricity Market
In the early 1990s, as part of a general state reform and privatization plan, the Argentine government carried out an overall restructuring of
the electricity sector and allowed for greater private sector participation. The Argentine electricity system had previously been characterized by the inability to meet short- and long-term demand and low service quality, with limited capacity on
the part of the state to make necessary investments.
The regulatory framework and business environment changed in 2002, shifting to a
greater role for the government in the economy, including the electricity market.
For the ten years prior to 2009, electricity demand in
Argentina increased at an average rate of 4.6% per annum, exceeding the growth in GDP for the same period. However, during 2009, demand decreased mainly as a consequence of the drop in industrial activity levels and moderate temperatures during
the year that resulted in reduced consumption by the residential sector. In 2009, demand decreased 1.3%, but recovered in 2010 growing 5.9%. During 2011, electricity demand increased at a rate of 5.2%. This positive variation was mainly driven by
industrial consumption throughout the year, accounting for 6.5% growth. Residential demand, in turn, also showed an increase of 5.2%. In 2012, demand continued to increase at a rate of 4.1%, thanks to the good performance shown by residential
demand. In 2013, demand grew 3.3%, reaching 125,166 gigawatt hours (GWh), as a result of 5.3% growth in residential consumption and 0.4% growth in the industrial sector. In 2014, electricity demand grew by 1.0% compared to 2013, mainly
as a result of an increase of approximately 2.0% in residential demand while industrial consumption remained stable. Demand for energy continued to grow throughout 2015, at a rate of 4% compared to 2014. This increase was mainly driven by
residential demand, which grew by 8% compared to 2014. The increase in demand from the industrial sector was 2% compared to 2014. In 2015, a new energy consumption record was reached. Supply to the system came from increased thermal generation
derived from the addition of new generation facilities, larger hydroelectric resources, higher nuclear generation and the consumption of the system reserves.
Total electricity generation in Argentina during 2015, including imports and exports, totaled 136,798 GWh, out of which 63% was attributable
to thermoelectric plants, 30% to hydroelectric plants, 5% to nuclear plants and 2% other sources.
52
Electricity Generation: Genelba, HPPL and Ecoenergía
Genelba is a 674 MW combined cycle gas-fired generating unit located at the central node of the Argentine electricity network, in Marcos Paz,
about 50 km away from the City of Buenos Aires.
Genelba, which commenced commercial operations in February 1999, has two gas-fired
turbines that receive gas through an 8 km duct connected to the transportation system operated by TGS. The electricity produced at Genelba is distributed via the national grid through a connection to the Ezeiza transforming station located only 1 km
away from Genelba.
The allocation of electricity dispatched to the wholesale electricity market (the MEM), even though such
electricity is produced for the spot market, it is subject to market rules based on the lowest variable cost of electricity generation. See Regulation of Our BusinessArgentine Regulatory FrameworkElectricity. Since
Genelba uses combined cycle technology for a natural gas-fired power plant, our short-run variable cost is expected to be lower than the cost of most other thermoelectric power plants, granting significant competitive advantages to Genelba.
Therefore, CAMMESA is expected to dispatch Genelbas generating capacity before that of most other thermoelectric plants. Genelba stands out in the Argentine electricity market for its high reliability and efficiency. The plant is recognized as
one of the combined cycle electric power plants with the highest availability in Argentina.
During 2007, our Board of Directors approved
the construction of the new Genelba Plus open cycle gas-fired turbine. In 2009, we completed construction works in connection with the new plant, which added 165 MW to the system. This thermoelectric plant is close to the existing Genelba plant and
started its commercial operations in August 2009. We use this unit to meet increased demand for electricity from our clients under supply agreements for large users in the MEM under the Energy Plus (
Energía Plus
) program (SE Resolution
No. 1,281/06).
During 2011, we completed the construction of Ecoenergías 14MW power plant, located at TGSs
General Cerri complex and obtained authorization for commercial operations. Thereafter, in 2012, we obtained authorization to operate the plant under the Energy Plus program.
We were awarded a 30-year concession for hydroelectric power generation at HPPL beginning in August 1999. The complex has three electricity
generating units with an installed capacity of 285 MW. Pursuant to our concession contract and applicable laws, as from August 2002 we paid 1% in hydroelectric royalties, with scheduled annual increases of 1% per year until royalties reached a
cap of 12%, based upon the tariff rate applied to block sales of the electricity sold. As of December 31, 2015, we paid the maximum rate of hydroelectric royalties at a rate of 12%. In addition, we pay the Argentine government a monthly fee for
the use of the water source amounting to 0.5% of the same amount used for the calculation of hydroelectric royalties.
During 2015, the
Genelba thermoelectric plant generated 5,133 GWh of electricity, of which 4,723 GWh were generated in combined cycle and 410 GWh were generated by the new Genelba Plus power plant. The combined generation by Genelba and Genelba Plus represented 4.4%
of total power generation and 7% of thermal generation in Argentina during 2015.
The Genelba combined cycle and Genelba Plus gas turbine
operated with a 92.7% and a 98.7% availability factor, respectively, during 2015. The reliability factor was 99.5% for the combined cycle and 100% for the new Genelba Plus gas turbine.
In addition, HPPL generated 965 GWh of electricity, with a 94.9% availability factor and a 100% reliability factor. HPPL generated
approximately 1% of total power generation in Argentina and 2% of total hydraulic generation in Argentina for 2015. The 965 GWh of electricity generated represented an increase of 16% in comparison to 2014 due to higher incoming water flow from the
Rio Limay and Collón Cura rivers.
During 2015, Genelba and HPPL together accounted for approximately 5% of the power generated in
Argentina. The operation of both generating units minimizes income volatility.
During 2015, Ecoenergía had its third full year of
operation under the Energy Plus regulatory framework. Ecoenergías annual generation was 100 GWh, its availability factor of 95.9% and reliability factor of 96.8%.
The following chart details energy generation and sales figures for Genelba, HPPL and Ecoenegía for the fiscal years ended
December 31, 2015, 2014 and 2013:
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|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Power Generated (in GWh)
|
|
|
6,198
|
|
|
|
5,776
|
|
|
|
6,414
|
|
|
|
|
|
Power Sold (in GWh):
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward market
|
|
|
853
|
|
|
|
1,054
|
|
|
|
2,023
|
|
Spot market
|
|
|
6,116
|
|
|
|
5,583
|
|
|
|
5,725
|
|
|
|
|
|
|
|
|
|
|
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|
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Total sales
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|
|
6,969
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|
|
|
6,637
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|
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7,748
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Sales (in millions of pesos)
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|
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1,685
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|
1,412
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|
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1,366
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|
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53
Electricity Transmission: Enecor
Enecor is an independent electricity transmission company. We own 69.99% of Enecor, and Impregilo International Infrastructures N.V. owns the
remaining interest. Enecor has a 95-year concession, expiring in 2088, to construct, operate and maintain approximately 22 km of electricity lines and a 500 Kilovolt (Kv)/132 Kv transforming station in the Province of Corrientes. Under
the concession contract, 700,000 Class A shares of Enecor are pledged in favor of the Province of Corrientes.
Competition
We compete in both the spot and futures markets, with competitors such as Endesa Costanera, Central Puerto, AES and the Pampa Group, among
others. In addition, in the Gas Plus market, where most of our energy is sold under term contracts, we compete with the Pampa Group, Grupo Albanesi and AES, among others.
INSURANCE
Our insurance policy principally focuses on the concentration of risks and the importance and replacement value of assets. Under our risk
management policy, our principal assets, such as oil and gas facilities, refineries, petrochemical plants and power generation plants are insured for their replacement value.
We insure against material damages, control of wells (especially where we have gas production), and third-party liability, including marine
liabilities. Our reinsurers have ratings equal to or above A- from Standard & Poors, A3 from Moodys and/or B+ from A.M.Best. Insurance companies provide coverage in each and every country
where we have controlled interests, following terms and conditions given by our reinsurers. We maintain coverage for operational third-party liability with respect to our onshore and marine activities, including sudden environmental risks such as
oil spills (see Item 3. Key InformationRisk FactorsOur operations could cause environmental damage, and any changes in environmental laws may increase our operational costs). We carry third-party liability insurance coverage
of up to U.S.$125 million for each and every ocean marine and non-ocean marine incident of loss. We maintain control of wells coverage in many gas and oil fields located in Argentina and Bolivia. We also carry marine cargo inland transit insurance
and directors and officers insurance coverage, and environmental guarantee insurance policies in accordance with Law No. 25,675 (the General Environmental Policy Law) for the following assets: the Bahía Blanca refinery, the
Galván port storage plant, the Dock Sud distribution plant, the Avellaneda blending plant, the Genelba power generation plant, the Zárate-Puerto General San Martin and the Ethylene San Lorenzo petrochemicals plants and twenty gas
stations located in the City of Buenos Aires and the Province of Buenos Aires. All projects and installations under construction are required to be insured in compliance with the respective construction contract for any damage and liability risk. We
also carry insurance for workmens compensation and automobile liabilities.
Our main areas of coverage are subject to the following
deductibles:
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U.S.$10,000,000 for each and every loss for property damage for all our businesses;
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U.S.$5,000,000 for control of wells; and
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U.S.$5,000,000 in ocean and non-ocean marine third-party liability.
|
Our insurance decisions
are based on our requirements and available commercial and market opportunities. Our facilities are regularly subject to risk surveys undertaken by international risk consultants.
PATENTS AND TRADEMARKS
Minor portions of our commercial activities are conducted under licenses granted by third parties. Royalties related to sales associated with
such commercial activities are paid under the relevant licenses. We use the name Petrobras with the permission of Petrobras.
54
QUALITY, SAFETY, ENVIRONMENT AND HEALTH
PESA is a socially and environmentally responsible corporation that promotes continuous improvement of its health, safety and environmental
practices and policies. This commitment lies at the core of our corporate mission. We believe that caring for the environment in which we operate and for the safety and health of individuals is an essential condition for the activities we develop.
Our Quality, Safety, Environment and Health (QSEH) policies incorporate state-of-the-art concepts, including: eco-efficiency,
life cycle, continuous improvement and leadership. This is implemented through the use of 15 guidelines and international standards for practical and customary action, each aimed at responsible behavior-based development, in accordance with
management system requirements.
We have complied with international audits and certifications with respect to environmental management,
quality, safety and occupational health.
Excellence in Management
In 2012, we adopted the principles of our corporate management manual based on the Brazilian National Quality Award to provide a
framework for the development of best practices and business management measures and to identify strengths and opportunities for the implementation of improvement plans focusing on excellence. We improved our management procedures in 2015 by
implementing a systematic process to ensure compliance with corporate requirements and also with new reporting requirements such as with respect to the management of chemical precursors.
Since 2008, we have been implementing benchmark evaluations of management indicators to contribute to the creation of a culture of excellence
that integrates comparative information. In 2015, we ranked above the average of companies that participated in the evaluation within the large manufacturing company segment.
The management evaluation program for safety, environment and health, started in 2004, verifies site adherence to the safety, environmental
and occupational health policy (and its 15 corporate guidelines). This verification involves triennial evaluations conducted by specialized assistants from Petrobras system locations, selected by our head office.
We also promoted transparent and integrated management processes, while improving the efficiency of operations. PESA has implemented its
standardization process, based on the SINPEP (Petrobras Electronic Integrated Standardization System) application software developed by Petrobras for all of its units to facilitate the creation, implementation and improvement of
standards for organizational process management. With the purpose of improving teamwork activities that contribute to efficient operations and improved results, we continued with the Equipment Improvement initiative aimed at obtaining
efficient operations and improved results. In this respect, in 2015 we organized 9 new teams with participants from all of our business units to assess improvement initiatives considering efficiency, productivity, costs, quality, safety and the
environment. In 2015, three of our teams, participated in the 20
th
National Forum for Continuous Improvement organized by the
Sociedad Argentina para Mejoramiento Continuo
(SAMECO), at which they shared their experiences and knowledge.
During 2015, we successfully completed the Certifications Program under
the ISO 9001, ISO 14001, OHSAS 18001 and ISO 50001 standards, and met the quality requirements established by the Institute of Internal Auditors, the Heart-safe Company and the Healthy Workplace requirements, thus showing our commitment to
customers, suppliers, shareholders, employees and the community. The Annual Certifications Program included internal and external audits on maintenance and re-certification of the management system as well as implementation of new certificates.
External audits were performed by recognized institutions such as TÜV Rheinland, the Institute of Internal Auditors of Argentina and Spain, Medical Tech and the Argentine Ministry of Health. Internal audits were efficiently carried out by our
qualified personnel. The program is a preventive activity that allows us to continue with management development to support the implementation of organizational strategies and the achievement of goals. In addition, we obtained two new
certifications: ISO 9001 in the Purchasing Management area, which focus on customer service and contribute to procurement quality management, and the ISO 50001 Certification (Energy Management) in our Lubricant Plant. In 2015, we began work for the
recertification of our activities under the new 2015 ISO 9001 and 14001 standards.
With respect to Corporate Safety and Security, we
implemented the Petrobras Corruption Prevention Program, designing a new system to prevent fraud, corruption and money laundering, consistent with our corporate policies.
HES Management
Our Health, Environmental
and Safety Risk Management (HES) Matrix was established to measure management quality in the implementation of health, environmental and safety processes in all of our facilities and plants with a focus on: permits and authorizations,
integrity, reliability, operational discipline, environmental liabilities, contingencies, and occupational health and industrial hygiene.
55
During 2015, we completed 36 initiatives included in the HES Continuous Improvement
Program organized for the period between July 2015 and July 2016. Such program involved the implementation of systematic and continuous actions relating to safety, the environment, contingency and health, in connection with process safety,
accident reduction plan, zero spill, scope analysis, risk assessment recommendations and HES audits, among others. In addition, we continued to implement our projects portfolio aimed at minimizing HES-related risks at our facilities and worked on
evaluating HES-related requirements for new projects, such as the Exploration and Production (E&P) projects for conventional and non-conventional developments in both operated and non-operated areas.
During 2015, we conducted two external compliance assessments related to 15 HES Corporate Guidelines. Such assessments were carried out at our
Genelba plant and the Refinery, and results showed a great degree of compliance with our guidelines. In addition, we conducted self-assessment of compliance by our gas station network with such guidelines.
Within the framework of process safety, seven corporate indicators were implemented to assess management and enhance process safety in our
facilities.
Safety
As part of our
Operational Safety Improvement Plan, we developed 18 new initiatives in 2015 relating to the implementation and reinforcement of process safety actions.
An international consulting firm performed five process risk studies at our Puerto General San Martín plant and in the Medanito, Sierra
Chata, Río Neuquén and Aguada de La Arena areas, focused on process control.
In addition, three international reassurance
audits were carried out at the Refinery, Genelba and Zarate plants, resulting in a high performance rating.
We received the IAPG
2015 Annual Safety Award granted by the Argentine Oil and Gas Association (IAPG) among a group of companies in the Producers, category for safety management in exploration and production operations. This award considers the safety
performance achieved between the second semester of 2014 and the first semester of 2015.
Environment
Our operations are carried out prioritizing QSEH-related matters within a sustainable development context. We are committed to
minimizing our impact on the environment, and are developing a framework to assess and report on the eco-efficiency of all of our business units. Eco-efficiency is based on the concept of creating more goods and services while using fewer resources
and creating less waste and pollution.
We continue developing actions aimed at permanently reducing accidental spill risks, mainly under
programs for the integrity of aerial and underground pipelines and tanks. In addition, monitoring and environmental studies are performed in order to become acquainted with the different situations in target sectors. Thus, in 2015 we continued
implementing the Zero Spill
(Vazamento Zero
) program within the Petrobras System. This program is now part of the HES Continuous Improvement Program and focuses on three fundamental pillars: Management System, Facility
Integrity and Contingencies.
In 2015, we created a Pipeline and Tank Integrity Committee which comprises the technical heads from all of
our business units, to perform a critical analysis of the Facilities Integrity Management standards, define and monitor indicators that are common across PESA, coordinate and conduct pipeline (internal and cross) audits and share
experiences among units (best practices). Through a sub-committee formed in September 2015, the Committee asseses operational safety at terminals during loading and unloading operations in vessels with onboard product, revises and updates
PESAs existing standards, defines and monitors management indicators for terminals and conducts (internal and cross) audits on terminals. In addition to prevention, we also develop programs related to preparation for possible incidents.
On December 10, 2015, our Lubricant plant equipment was audited by TÜV Rheinland Argentina and obtained ISO 50001 (Energy
Management) certification for Lubricant Development, Production and Dispatch. During December 2015, the certifications for Responsible Environmental Care and the National Contingency Plan of the Puerto General San
Martín and San Lorenzo Ethylene plants were renewed. Within the framework of the Responsible Environmental Care Program (PCRMA), we had an IRAM audit from the Chemical and Petrochemical Industry Chamber in September
2015 and obtained an outstanding audit rating. The auditing firm certified that PESAs management system is compliant with PCRMA standards. As a result of the rating obtained, the certification was renewed for three years, a longer-than average
period.
56
Emergency Response
We are engaged in preventing, preparing for, and responding to emergency situations, with an emphasis on minimizing damage and rapidly
restoring previous conditions in the event of an accident. To that end, we carry out a plan of standardization and revision of contingency processes in our units.
We conduct land and nautical drills to develop the skills and competency needed to carry out our emergency plans in different sectors
involving the coordination of the activities of various parties to be called in an emergency. More than 1,450 individuals from the emergency-response community, including civil defense forces and firemen, have been trained in techniques for reducing
leaks and firefighting related to land transportation.
Health
In 2015, we continued with our health promotion and protection programs with a focus on primary and secondary prevention and the generation of
a healthy workplace.
Within this context, we continued with our Health Promotion and Protection Program (PPS) aimed at generating healthy
life habits and behavior through healthy diets and food safety actions according to IRAM 14201, physical activity, preventive dental healthcare, smoking cessation and addiction prevention.
These actions are based on an annual health exam performed through medical tests to all employees, which contemplates occupational and
epidemiological risks, thus facilitating the implementation of a specific health program tailored to the needs of the risk groups surveyed.
Concerning prevention, in 2015, we continued providing Cardiopulmonary Resuscitation and First Aid training courses, the physical activities
plan and flu and tetanus vaccination campaigns.
During 2015, we maintained our Heart Safe program under the American Heart
Associations international standards and maintained our certification as a smoke-free company through the Argentine Ministry of Health. In addition, we were recognized by such Ministry as a Healthy Workplace and as a blood donation-friendly
company on account of the implementation campaigns for voluntary donation of blood in our different plants.
Within the framework of the
Occupational Hygiene Program, we completed the relevant work environment measurements and specific risk maps were completed, and deviations were followed up. We also continued performing ergonomic surveys of specific workplaces.
57
REGULATION OF OUR BUSINESS
Argentine Regulatory Framework
Petroleum
Overview
The Argentine oil and gas industry is regulated by Law No. 17,319 (the Hydrocarbons Law), enacted in 1967, as amended by Law
No. 26,197 and Law No. 27,007, and natural gas is regulated by Law No. 24,076 (the Natural Gas Act), enacted in 1992. The Hydrocarbons Law, which sets forth the general legal framework for the exploration and production of
oil and gas, allows the Argentine government to establish a national policy for the development of Argentinas hydrocarbon reserves, with the principal purpose of satisfying domestic demand.
Originally, the Hydrocarbons Law provided that all oil and gas reserves located within the Argentine territory were owned by the Argentine
government, but in 1992 a new regulatory framework was implemented in response to several changes in the Argentine oil and gas industry after the privatization of Yacimientos Petrolíferos Fiscales Sociedad del Estado (now YPF) and Gas del
Estado (GdE). In order to respond to these changes, Law No. 24,145 (the Privatization Law) was enacted. Pursuant to the Privatization Law, the Argentine government transferred ownership of oil and gas reserves to the
governments of the provinces where those reserves were located, upon satisfaction of certain conditions. Furthermore, pursuant to section 124 of the Argentine Constitution, as amended in 1994, provinces were also granted primary control over natural
resources existing in their respective territories. In 2007, Law No. 26,197 (the Federalization Law) amended the Hydrocarbons Law to also provide that oil and gas areas belong either to (and should be administrated by) the Argentine
government or the provinces, depending on the territory where the relevant areas are located.
Fields located in the area lying between 12
nautical miles from the coastline and the outer boundary of the continental shelf belong to the Argentine government. All the fields lying within the various provinces or in offshore areas within 12 nautical miles of the coastline belong to the
provinces or the City of Buenos Aires, as applicable. The Federalization Law also divides authority over hydrocarbon transportation concessions between the Argentine government and the provinces, as discussed in detail below under
Federalization Law.
As a result of the Federalization Law, all oil and gas exploration permits and production
concessions, as well as other types of exploration and/or production contracts with respect to the fields located in provincial territories, where originally granted by the Argentine government, were transferred to the relevant provinces by
operation of law without affecting the rights or obligations of permit or concession holders. Transportation concessions within provincial territories were also transferred to the relevant provinces.
The Hydrocarbons Law allows the Argentine government to establish national policies for the development of Argentine reserves and to set out
the federal energy policy. Provinces have the right to (i) control and conduct surveillance of permits, concessions and exploration and production agreements; (ii) enforce compliance with the terms and conditions of permits, concessions
and exploration and production agreements; (iii) approve the extension of the terms of permits, concessions and exploration and production agreements; and (iv) impose fees.
Following the enactment of the Federalization Law, several provinces (
i.e.
, Chubut, Río Negro, La Pampa and Mendoza) conducted
public bidding processes for the granting of new exploration permits and, eventually, production concessions.
While privatized, the oil
and gas industry still remains heavily regulated, particularly with respect to: the granting of exploration and production rights, strict control on exports, taxes and fees on gross production; specific investment obligations relating to drilling
activities, and other environmental controls and works.
On April 16, 2012, the Argentine government, through Decree No. 530/12,
removed YPFs senior officers and empowered a government intervenor to take a position with YPF for a period of 30 days with immediate effect. On May 3, 2012 the Argentine Congress enacted Law No. 26,741 for the expropriation of 51%
of YPFs Class D shares, out of the shares then held by Repsol YPF S.A. (Spain), and 51% of Repsol YPF GAS S.A., represented by 60% of its Class A shares then held by Repsol Butano S.A. (Spain). Additionally, Law No. 26,741 declares
the self-sufficiency, exploration, production, industrialization, transportation and marketing of hydrocarbons to be activities of public interest and primary goals of Argentina, empowering the Argentine government to take the measures necessary to
achieve such goals.
On July 27, 2012, Decree No. 1,277/12 repealed certain Sections of Decree Nos. 1,055/89, 1,212/89 and
1,589/89, as well as any other regulation that had previously provided for free disposal of hydrocarbons.
Decree No. 1,277/12
also created the Commission under the supervision of the
Secretaría de Política Económica y Planificación del Desarrollo del Ministerio de Economía y Finanzas Públicas
, as well as the
Registro
Nacional de Inversiones Hidrocarburíferas
(the Registry).
58
Decree No. 1,277/12 set forth an obligation by the companies in the Argentine oil and gas
industry to submit to the Commission an annual plan on exploration and production investments. The Commission is in turn mandated to design a National Hydrocarbon Investment Plan each year.
On October 31, 2014, Law No. 27,007 amended the Hydrocarbons Law by, among other changes, distinguishing between concessions granted
for exploration of conventional resources, as compared to non-conventional resources, and concessions granted for offshore exploration and production, modifying the fee and royalty payment schedule, and modifying certain regulations with the goal of
promoting investment and the efficient use of resources.
In February 2015 the Commission, through Resolution No. 14/2015, created
the Crude Oil Production Stimulus Program (
Programa de Estimulo a la Producción de Petróleo Crudo
), which was effective from January 1, 2015 through December 31, 2015, providing for export and/or production stimulus
payments for registered companies subject to certain requirements. Furthermore, through Resolution No. 33/2015, the Commission approved the general regulation of such program.
Subsequently, through Resolution No. 123/2015, the Commission regulated acquisitions, sales and transfers of areas, rights and
participation under Gas Program I and Gas Program II. See Gas and EnergyGas Marketing and Transportation
In
December 2015, the new administration dissolved the Commission. Certain of the Commissions functions and duties were transferred to the Ministry of Energy and Mining. Through Decree No. 272/2015, the Ministry of Energy and Mining in
charge of completing a comprehensive review of the rules relating to the registration and disclosure requirements applicable to companies operating in the oil and gas sector. However, until any changes in laws or regulations are enacted, we are
uncertain as to how any such changes may affect our business and results of operations. Changes made in connection with the Ministry of Energy and Minings review, or any further changes in the regulatory framework, may have an adverse effect
on the business, revenues and operations of companies operating in the Argentine oil and gas sector, including us.
On March 9, 2016
the Ministry of Energy and Mining issued Resolution No. 21/2016 creating an export stimulus program for Escalante crude oil surplus (i.e., after domestic demand is satisfied) from the San Jorge Gulf Basin, effective from January 1, 2016
through December 31, 2016. The additional compensation to which such exports are entitled is to be paid for each shipment provided that the average price of Brent oil does not exceed U.S.$47 per barrel in the period beginning two days prior to
such shipment and ending two days after such shipment. The compensation to be paid by the Argentine government to eligible exporters amounts to U.S.$7.50 per barrel.
See Item 3. Key InformationRisk FactorsThe Argentine government and provincial governments have intervened in the oil and
gas industry in the past, and are likely to continue to intervene Limits on exports of hydrocarbons and related oil products have affected and may continue to affect our results of operations and Argentine oil and
gas production concessions and exploration permits are subject to certain conditions and may not be renewed or could be revoked.
Exploration and Production
Pursuant to the Hydrocarbons Law, exploration and production of oil and gas are carried out though exploration permits, production concessions,
production contracts or partnership agreements. Nevertheless, the Hydrocarbons Law permits surface reconnaissance of territories not covered by exploration permits or production concessions, with the authorization of the SE and the permission of the
owner of the land. Information obtained through surface reconnaissance must be provided to the office of the SE, which is prohibited from disclosing such information for a period of two years without the prior authorization of the party that
conducted the exploration, except in connection with the granting of exploration permits or production concessions.
The Hydrocarbons Law
originally granted exploration permits and production concessions at the federal level through a competitive bidding process. Since the enactment of the Federalization Law, this power is exercised by both the federal and provincial governments, as
applicable. Companies and individuals seeking to obtain oil and gas permits and to participate in concession bidding processes need to satisfy certain registration requirements with the SE. Permits granted to third parties in connection with the
deregulation and de-monopolization process were granted in accordance with procedures specified in certain decrees, known as the Oil Deregulation Decrees, issued by the Argentine government. In 1991, the Argentine government established
a program under the Hydrocarbons Law, known as the Argentina Exploration Plan, which remains in effect and pursuant to which exploration permits may be auctioned. The holder of an exploration permit has the exclusive right to perform the
operations necessary or appropriate for the exploration of oil and gas within the area specified by the permit. Each exploration permit may cover only unexplored areas up to 10,000 square kilometers in size (or 15,000 square kilometers for offshore
exploration), and may have a term of up to 14 years (or 17 years for offshore exploration).
In the event that holders of an exploration
permit discover commercially exploitable quantities of oil or gas, such holders will be entitled to obtain an exclusive concession for the production and exploitation of the relevant reserves. The production concession provides its holder the
exclusive right to produce oil and gas from the area covered by the concession for a term of 25 years (plus, in certain cases, a part of the unexpired portion of the underlying exploration permit), which may be extended by the relevant authority for
an additional ten-year term. A production concession also entitles the holder to obtain a transportation concession for transporting of the oil and gas produced.
59
Under the Hydrocarbons Law, holders of exploration permits and production concessions are
required to carry out all necessary works to find or extract hydrocarbons, using appropriate techniques, and to make the investments specified in their respective permits or concessions. In addition, holders must avoid damage to oil and gas fields
and hydrocarbon waste, must undertake adequate measures to prevent accidents and damage to agricultural activities, the fishing industry, communications networks and ground water, and must comply with all applicable federal, provincial and local
laws and regulations. Failure by the holder of permits or concessions to make the relevant investments or take the measures required to avoid damages entitles the federal or provincial government who granted such permits or concessions to revoke or
terminate them early, as applicable. Recently, provincial governments have revoked concessions, including one of our concessions, arguing that concessionaires had failed to make the required investment. See Item 3. Key InformationRisk
FactorsArgentine oil and gas production concessions and exploration permits are subject to certain conditions and may not be renewed or could be revoked.
Holders of production concessions are required to pay for such concessions, and to make certain royalty payments to the Argentine government.
Please see Royalties below for more detail.
Additionally, the holder of a permit or a concession must compensate the
surface owner. In this regard, joint resolutions Nos. 630/2015 of the SE and 299/2015 of the Ministry of Agriculture, amended joint resolutions Nos. 391/2014 and 107/2014, in relation to compensation values established by Decree No. 861/96 (and
related joint resolutions) for the areas of rainfed cuyana and neuquina.
Exploration permits and production or transportation concessions
are subject to termination upon breach or violation of applicable laws, regulations, or permit or concession terms, or upon the bankruptcy of the permit holder or concessionaire. In the event of the expiration of exploration permits or production
concessions, all oil and gas wells, operating and maintenance equipment and ancillary facilities automatically revert to the federal or provincial government, without compensation to the permit holder or concessionaire.
Exploration permits and production concessions can be partially or totally assigned with the prior authorization of the Argentine government
or the provinces.
The Hydrocarbons Law does not automatically provide for termination due to a change of control in a companys
equity, although change of control clauses may be included under the relevant exploration permits or production concessions.
The
Hydrocarbons Law, as amended by Law No. 27,007, provides that conventional (oil and gas) concessions will remain in effect for 25 years, non-conventional concessions for 35 years and offshore concessions for 30 years. In order to be eligible
for an extension of a concession, under the amended Hydrocarbons Law, concessionaires must (i) have complied with their obligations under the law and their concessions, (ii) be producing hydrocarbons in the concession under consideration,
and (iii) submit an investment plan for the development of such areas as requested by the competent authorities at least one year prior to the termination of the concession term. Further, concessionaires applying for extensions under Law
No. 27,007 must make additional royalty payments ranging from 3% up to a maximum of 18%. Non-compliance with the obligations and standards set out in the Hydrocarbons Law may also result in the imposition of fines and, in the case of material
breaches following the expiration of applicable cure periods, revocation of the relevant concession or permit. See Item 3. Key InformationRisk FactorsArgentine oil and gas production concessions and exploration permits are subject
to certain conditions and may not be renewed or could be revoked.
Authorized Governmental Agency
The SE is the federal governmental agency in charge of enforcing the Hydrocarbons Law. However, the executive branch of Argentine government is
in charge of determining areas in which hydrocarbons activities are to be encouraged and, together with provincial governments, the granting of permits and concessions. Pursuant to the Federalization Law, each province has the authority to enforce
the Hydrocarbons Law within its own territory.
Pursuant to Decree No. 1,277/12, companies holding hydrocarbon concessions must
submit to the Commission an annual investment plan. The Commission shall then evaluate the annual investment plan, verifying its suitability with respect to the National Hydrocarbon Investment Plan for that year. If it is deemed not to correspond
with the national plan, the Commission may request the submission of a new annual investment plan that more suitably conforms to the requirements of the National Hydrocarbon Investment Plan.
State-Owned Energy Company
In October 2004, the Argentine Congress enacted Law No. 25,943 creating a new state-owned energy company called Energía Argentina
S.A. (ENARSA). The corporate purpose of ENARSA is to carry out, through third parties or through joint operations with third parties, (i) studies, exploration and exploitation of natural hydrocarbon reserves; (ii) the
transportation, processing and sale
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of hydrocarbons and their direct and indirect by-products; (iii) the transportation and distribution of natural gas and (iv) the generation, transportation, distribution and sale of
electricity. Moreover, Law No. 25,943 granted ENARSA all exploration concessions in respect of all national offshore areas located more than 12 nautical miles from the coastline, up to the outer boundary of the continental shelf, that were
vacant at the time of the entry into force of the law on November 3, 2004. Therefore, any future exploration of offshore areas must be performed jointly with ENARSA.
Equity Requirements
The Hydrocarbons Law requires that, to engage in any exploration, production or transportation activity in respect of oil and gas, companies
must comply with certain capital requirements and financial solvency standards.
SE Resolution No. 193/03 states that, in order to
receive and maintain permits or concessions, the permit holder or concessionaire must have a minimum equity of Ps.2 million, in the case of land areas, and Ps.20 million, in the case of offshore areas, and that such minimum equity must be
maintained for the entire term of the permit or concession. Non-compliance with this requirement may result in penalties, including fines or even removal from the register of oil companies of the SE. Up to 70% of these equity requirements may be
satisfied by means of financial or other guarantees.
Federalization Law
The Federalization Law was published in the Official Gazette on January 3, 2007, and amended the Hydrocarbons Law to clarify the federal
and provincial governments ownership rights over liquid and gaseous hydrocarbon fields, based upon their location. As noted above, the Federalization Law transferred ownership of all hydrocarbon reservoirs that are onshore or within 12
nautical miles offshore to the provinces and the City of Buenos Aires, as applicable, and provided for Argentine government ownership of reservoirs more than 12 nautical miles offshore, until the outer limit of the continental shelf. Pursuant to the
Federalization Law, the Argentine Congress shall continue to enact laws and regulations to develop oil and gas resources existing within all of the Argentine territory (including marine resources), but the governments of the provinces where the
hydrocarbon reservoirs are located shall be responsible for the enforcement of these laws and regulations, and the administration of the hydrocarbon fields, and shall act as granting authorities for the exploration permits and production
concessions. However, the administrative powers granted to the provinces shall be exercised within the framework of the Hydrocarbons Law and the regulations complementing this law. Consequently, even though the Federalization Law established that
the provinces shall be responsible for administering the hydrocarbon fields, the Argentine Congress retained its power to issue rules and regulations regarding the oil and gas legal framework. Additionally, the Argentine government retained the
power to determine national energy policies. It was expressly stated that the transfer would not affect the rights and obligations of exploration permit and production concessionaires, or the basis for the calculation of royalties, which shall be
calculated in accordance with the concession title and paid to the province where the reservoirs are located. The Federalization Law provides that the Argentine government shall retain the authority to grant transportation concessions:
(i) involving the territory of two or more provinces; and (ii) directly connected to export pipelines for export purposes. Consequently, transportation concessions which are located within the territory of one province and which are not
connected to export facilities have been transferred to the provinces.
Finally, the Federalization Law grants powers to the provinces to:
(i) exercise in a complete and independent manner all activities related to the supervision and control of the exploration permits and production concessions transferred by Law No. 26,197; (ii) enforce all applicable legal and/or
contractual obligations regarding investments, rational production and information and surface fee and royalties payment; (iii) establish the legal and contractual terms of any permits or concessions it grants; (iv) apply the sanctions
provided for in the Hydrocarbons Law; and (v) exercise all other authority as set forth by the Hydrocarbons Law.
Since the enactment
of the Federalization Law on January 3, 2007, both the SE and the applicable province have been counterparties to the different permits and concessions granted, with all the powers set forth in the Hydrocarbons Law, as amended and supplemented,
and the rights derived therefrom.
On May 3, 2012, the Argentine Congress enacted Law No. 26,741, which declares the
self-sufficiency, production, industrialization, transport and marketing of hydrocarbons to be activities of public interest and primary goals of Argentina, and empowers the Argentine government to take the measures necessary to achieve such goals.
On July 15, 2013, the Argentine Government created the System of Investment Promotion Regime for the Exploitation of Hydrocarbons by
Decree No. 929/13 (Promotion Regime). Under the Promotion Regime, holders of exploration permits and/or concession rights registered in the Registry may apply to be included in the Promotion Regime, provided that they submit to the
Commission an investment project, with a direct investment of at least U.S.$1 billion to be invested in the first five (5) years of such project. The beneficiaries of the Promotion Regime will be entitled to certain benefits, including,
beginning the fifth year after their projects commencement, the right to freely trade in the foreign market 20% of the production of oil and gas produced in their project without being subject to export tax withholdings. Additionally, the
Promotion Regime provides that any exploitation concession confers the exclusive right to exploit deposits of conventional and unconventional hydrocarbons that exist in the areas covered by the respective concession during the corresponding periods.
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Resolution No. 9/13 of the Commission approved the regulatory requirements and conditions
for the submission and subsequent incorporation of investment projects for the exploitation of hydrocarbons under the Promotion Regime. Law No. 27,007 also permits holders of concessions to alsosubmit investment projects for inclusion in the
Promotion Regime as long as they involve a direct investment in foreign currency of at least U.S.$250 million within the first three years of such project. Law No. 27,007 maintains the export tax benefit on the first 20% of oil and gas produced
in conventional, unconventional and offshore concessions at depths less than or equal to 90 meters and provides for an export tax benefit on the first 60% of oil and gas produced in offshore concessions at depths greater than 90 meters.
Transportation
The Hydrocarbons Law grants hydrocarbon producers the right to obtain from the Argentine government a 35-year concession for the transportation
of oil, gas and their by-products through a public tender process. Producers remain subject to the provisions of the Natural Gas Act and in order to transport their hydrocarbons do not need to participate in public tenders. The term of a
transportation concession may be extended for an additional ten years upon application to the Argentine government.
Transporters of
hydrocarbons must comply with the provisions established by Decree No. 44/91, which implements and regulates the Hydrocarbons Law as it relates to the transportation of hydrocarbons through oil pipelines, gas pipelines, multiple purpose
pipelines and/or any other services provided by means of permanent and fixed installations for transportation, loading, dispatching, tapping, compression, conditioning infrastructure and hydrocarbon processing. This decree is applicable to oil
pipelines and not to gas pipelines. See Regulation of Our BusinessArgentine Regulatory FrameworkNatural GasENARGAS.
The transportation concessionaire has the right to transport oil, gas and petroleum products and to construct and operate oil pipelines and
gas pipelines, storage facilities, pumping stations, compressor plants, roads, railways and other facilities and equipment necessary for the efficient operation of a pipeline system. While the transportation concessionaire is obligated to transport
hydrocarbons on a non-discriminatory basis on behalf of third parties for a fee, this obligation applies only if such producer has surplus capacity available and after such producers own transportation requirements are satisfied.
Depending on whether gas or crude oil is transported, tariffs are subject to approval by ENARGAS or the SE. SE Resolution No. 5/04 sets
forth maximum amounts:
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for tariffs on hydrocarbon transportation through oil pipelines and multiple purpose pipelines, as well as for tariffs on storage, the use of buoys and the handling of liquid hydrocarbons; and
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that may be deducted in connection with crude oil transportation by producers that, as of the date of the regulation, transport their production through their own unregulated pipelines, for the purpose of assessing
royalties.
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Upon expiration of a transportation concession, ownership of the pipelines and related facilities is transferred
to the Argentine government with no compensation to the concessionaire.
Refining and Marketing
Decree No. 1,212/89, issued pursuant to the Hydrocarbons Law, regulates hydrocarbon-refining activities by oil producers and other third
parties. This decree, as well as rules and regulations issued by the SE, regulates the commercial, environmental, quality and safety aspects of refineries and gas stations. This decree authorized imports, abolished oil assignments by the SE and
deregulated the installation of refineries and gas stations. Certain supervisory and control powers of the SE have also been delegated to provincial and municipal authorities, and therefore the refining and sale of refined products must also comply
with provincial and municipal technical, health, safety and environmental regulations.
In order to refine hydrocarbons, companies must
register with the SE. Registration is granted on the basis of financial, technical and other standards. As described below, liquid fuel retail outlets, points of sale for fuel fractioning, the resale to large users and supply contracts between gas
stations and oil companies are also subject to registration with the SE.
Also, gas stations and other fuel retailers and distributors are
required to register with the SE to participate in the liquid fuel market. Severe sanctions are imposed on those who execute transactions with unregistered parties. Additional requirements are also imposed on all fuel market participants, and brand
owners are jointly liable for any breaches by companies operating under their brand name (pursuant to SE Resolution No. 1,102/04). Also, gas stations in border areas must sell fuels to vehicles bearing foreign license plates at mandatory
differential prices (pursuant to SE Resolutions Nos. 938/06 and 959/06).
The Argentine government has also imposed restrictions on
exports, requiring producers to obtain authorization before performing export operations (pursuant to Decree No. 645/02 and SE Resolutions Nos. 1,679/04 and 1,338/06). Prior to obtaining the SEs approval to export crude oil or diesel oil,
producers must generally demonstrate that they have either satisfied local demand requirements or granted the domestic market the opportunity to purchase oil on similar terms. Potential exporters of diesel oil must also register in advance with the
government (pursuant to SE Resolution No. 1,679/04).
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In 2005, the Argentine government imposed additional requirements to guarantee the domestic
supply of diesel oil to gas stations by refiners (pursuant to SE Resolution Nos. 1,834/05 and 1,879/05). Initially, these regulations allowed gas stations to obtain diesel oil from third parties if refiners were unable to meet demand, with refiners
bearing any additional costs incurred in procurement. In 2006, regulations were introduced to require refining companies, wholesalers and retailers to meet total reasonable diesel oil demand on a continuous basis in every region in Argentina at the
same level demanded for the corresponding month in the previous year, plus an adjustment to account for growth in domestic product (pursuant to Secretary of Domestic Commerce Resolution No. 25/06).
Provision No. 157/06 of the Argentine Undersecretary of Fuels provides that fuel sellers who are parties to contracts creating any degree
of exclusivity between the refining company and the fuel seller, which for any reason are seeking to terminate such contract, shall report the termination in advance to the Argentine Undersecretary of Fuels in order to inform the Secretary of
Domestic Commerce. In that case, the Secretary of Domestic Commerce must: (i) issue a statement regarding the validity of the termination of the contract and (ii) use all necessary means to allow the fuel seller terminating the contract to
execute another agreement with a refining company and/or fuel broker in order to guarantee its fuel supply.
The SE also regulates the
quality content of fuels, through SE Resolution No. 1,283/06. This Resolution has been modified by SE Resolution No. 478/09, postponing the enforcement of some quality specifications for certain kinds of fuels.
Any new fuels sold in Argentina must be authorized by the Undersecretary of Fuels (pursuant to SE Resolution No. 1,334/06). In 2008, the
SE exempted fuel oils sold to power plants from marketing quality requirements under SE Resolution No. 1,283/06 (pursuant to SE Resolution No. 150/08).
SE Resolution No. 1,103/04 provides, pursuant to Section 17 of Decree No. 1,212/89, that in the case of gas stations operating
under a brand, the brand owner under which fuels are sold shall be responsible for the specification, quality and quantity of products sold and for compliance thereof with reported requirements, and in the case of gas stations operating under no
brand, the operator shall be the responsible party and fuel suppliers may also be jointly and severally liable when identified.
The
Ministry of Federal Planning created the
Energía Total
(Total Energy) program in 2007 to help guarantee the supply of liquid and gas fuels to producers and to the Argentine population during 2008 (pursuant to Resolution
No. 459/07). The program is designed to encourage the substitution of alternative fuels for natural gas and electricity consumption used in various production activities, and for electricity generation. The program has since been extended.
ENARSA is in charge of coordinating the Total Energy program, under which two separate plans call for the provision of liquid and gas fuels. One goal of the program is to guarantee the supply of liquid fuels derived from oil (LPG, diesel, fuel oil,
gasoline and octane enhancers) and to meet overall demand, based on economic growth and industrial development. The beneficiaries of this plan are primarily fuel refining and importing companies in Argentina that qualify pursuant to regulations
governing the Total Energy program and that have reached an agreement with ENARSA.
From January 1, 2010, as established by Law
No. 26,093, Decree No. 109/07 and other regulations, all gas and diesel sold in Argentina must contain 5% of biodiesel and all petroleum naphtha sold in Argentina must contain 5% bioethanol. Bioethanol to be contained in petroleum naphtha
sold in Argentina was increased to 10% and 12%, through Resolution No. 44/14 of the SE and No. Resolution No. 37/16 of the Ministry of Energy and Mining, respectively.
On January 17, 2014, Resolution 1/14 of the Commission approved the Procedure for Light Crude Oil Imports, fixing the maximum
quantities of light crude oil that may be imported by each market participant on the basis of idle refining capacity, refinery complexity and domestic market share of gasoline and diesel. Resolution 1/14 further provides that the Commission will
evaluate each import proposal submitted to it and determine actual import volumes to be assigned to each importer, in accordance with the referenced maximum quantities.
Market Regulation
Under the Hydrocarbons Law and certain decrees issued in connection with the deregulation and de-monopolization process that took place in the
early 1990s (the Oil Deregulation Decrees), holders of production concessions had the right, with a few limited exceptions, to freely dispose of their production either through sales in the domestic market or through exports. However,
since 2002, the Argentine government has imposed restrictions on the export of hydrocarbons under the Hydrocarbons Law. See Refining and Marketing above and Item 3. Key InformationRisk Factors Factors Relating to
ArgentinaLimits on exports of hydrocarbons and related oil products have affected and may continue to affect our results of operations.
In this context, Decree No. 1,277/12 repealed certain articles of Decree Nos. 1,055/89, 1,212/89 and 1,589/89, as well as any other
regulation that had previously provided for free disposal of hydrocarbons.
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Decree No. 1,277/12 also requires refining, marketing and transportation companies to submit
to the Commission an annual investment plan. The Commission shall then evaluate the annual investment plan, verifying its suitability with respect to the National Hydrocarbon Investment Plan for that year, and shall audit the relevant companys
ongoing fulfillment of its plan every three months.
The Hydrocarbons Law authorizes the Argentine government to regulate the Argentine
oil and gas markets and prohibits the export of crude oil during any period in which the Argentine government finds domestic production to be insufficient to satisfy domestic demand. In the event that the Argentine government restricts the export of
oil and petroleum products or the free disposal of natural gas, the Oil Deregulation Decrees provide that producers, refiners and exporters shall receive a payment at a price, in the case of crude oil and petroleum products, not lower than that of
similar imported crude oil and petroleum products, and, in the case of natural gas, not less than 35% of the international price per cubic meter of Arabian light oil, at 34 degrees. See Refining and Marketing above.
Oil Plus and Refining Plus Programs
On November 25, 2008, the Argentine government issued Decree No. 2,014/08, which created two programs, known as Oil Plus and Refining
Plus. The principal purpose of these programs is to stimulate the exploration, production and exploitation of oil reserves, in order to increase refining capability and production of different types of fuels. According to the decree, companies that
fulfill requirements established by these programs will be awarded tax credits that are transferable and that can be applied against export taxes levied on exports of crude oil, natural gas and derivatives.
Also, pursuant to Decree No. 2,014/08, construction of infrastructure by oil companies to (i) enable the exploration and production
of new hydrocarbons reservoirs, (ii) increase production capacity or (iii) incorporate new technology for the operation of existing and new hydrocarbons reservoirs, may qualify as
Obra de Insfraestructura Crítica
(Critical
Infrastructure Construction) under Law No. 26,360, and the company may seek reimbursement of the value-added tax (VAT) corresponding to the assets involved in the infrastructure construction, or accelerate the amortization of the
same assets for the purpose of determining their income tax. Decree No. 2,014/08 is regulated by SE Resolution No. 1,312/08, which defines and quantifies the incentives to be awarded under these programs. These incentives are awarded
according to variables such as the international price of oil, the production volumes and the ratios of recovery of hydrocarbons reserves. Fiscal credits awarded under the Oil Plus program are subject to verification of an increase in the production
of oil and the incorporation of new reserves of hydrocarbons. Fiscal credits awarded under the Refining Plus program are contingent upon the existence of projects to install new refining units or the expansion of existing units.
In 2012, the Argentine government announced the suspension of the Oil Plus and Refining Plus programs, based on changes in the market
conditions under which these programs were established in 2008. On July 13, 2015, the Argentine government, through Decree No. 1,330/2015, terminated the Oil Plus program, establishing a compensation payable in Argentine sovereign bonds
(namely, BONAR 2018 and BONAR 2024) for fiscal credits accrued but not paid under this program.
SE Resolution No. 1/13 repealed
certain benefits recognized by Resolution No. 1,312/08, in particular those which had been granted to exporting companies that satisfied certain requirements a tax credit of 12% of the difference between the domestic price and the value of the
international price applicable to such export.
Royalties
Pursuant to sections 57 and 58 of the Hydrocarbons Law, holders of exploration permits and production concessions must pay an annual surface
fee that is based on the acreage of each block and which varies depending on the phase of operation (
i.e.
, exploration or production), and in the case of exploration, depending on the relevant period of the exploration permit. On
October 17, 2007, Decree No. 1,454/07 significantly increased the amount of exploration and production surface fees expressed in Argentine pesos that are payable to the different jurisdictions where hydrocarbon fields are located.
According to the Hydrocarbons Law, royalties equivalent to 12% of the wellhead price of crude oil and natural gas are paid in Argentina,
though a province may require the payment of a higher royalty rate upon renewal of a concession, up to a maximum of 18%. The wellhead price is calculated by deducting freight and other sales-related expenses from the sale prices obtained from
transactions with third parties. The Hydrocarbons Law authorizes the government to reduce royalties by 5% based on the productivity and location of a well and other special conditions. Any oil and gas produced by the holder of an exploration permit
prior to the granting of a production concession is subject to the payment of a 15% royalty.
SE Resolution No. 435/04, which updated
SE Resolution No. 155/92, (i) imposes additional reporting requirements with respect to royalties, (ii) introduces certain changes with respect to the powers of provinces, (iii) amends certain parts of the royalty determination
system, including applicable deductions and exchange rates, and (iv) establishes penalties upon default of a reporting duty. This resolution has been applicable to permit holders and concessionaires since June 2004.
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Concessionaires are required to file monthly affidavits with the SE and the relevant provincial
authorities, reporting:
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the quantity and quality of extracted hydrocarbons, including the computable production levels of liquid hydrocarbons and a breakdown of the crude oil (by type), condensate and total natural gas recovered (with a 0.1%
maximum error tolerance);
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sales to domestic and foreign markets;
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reference values for transfers made at no cost for purposes of further industrialization;
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freight costs from the location where marketable condition of a product is attained to the location where commercial transfer of the product takes place; and
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a description of sales executed during each month.
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In addition to the affidavits,
concessionaires must file receipts evidencing the payment of royalties. Upon breach of any reporting duty, provincial authorities are entitled to make their own assessment of royalties.
SE Resolution No. 435/04 also provides that if a concessionaire allots crude oil production for further industrialization processes at
its own or affiliated plants, the concessionaire is required to agree with provincial authorities and the SE, as applicable, on the reference price to be used for the purpose of calculating royalties and payments. Upon failure by the concessionaire
to agree to a price, provincial authorities may fix this reference price. The concessionaire is eligible for certain deductions, including (i) inter-jurisdictional freight costs, which can be deducted from the selling price, as long as
transportation is made by means other than a pipeline, and monthly invoices and any relevant agreements are provided, and (ii) internal treatment costs (not exceeding 1% of the payment) incurred by authorized permit holders or concessionaires.
Undersecretary of Fuels Provision No. 1/08 established that the cutoff value for crude oil obtained from bituminous minerals as
established by Ministry of Economy Resolution No. 394/07, equivalent to U.S.$42.00 per barrel, should be considered as the effective floor price on which to apply the positive quality adjustments for purposes of calculating the settlement
of hydrocarbon royalties payable to the provinces.
By Decree No. 2,240/08, the Province of Neuquén approved the agreement
signed with PESA for the extension of its concessions, other than Sierra Chata, for an additional ten years, subject to the Companys agreement to pay to the Province an additional royalty fee of 3% on its production of oil and gas in addition
to the 12% annual royalty payment previously described.
SE Resolution No. 813/10 ratified Undersecretary of Fuels Provision
No. 1/08 for purposes of the settlement of hydrocarbon royalties as from January 9, 2008.
Exchange Rates Applicable to
Royalties.
Under Ministry of Economy Resolution No. 76/02, royalties on oil exports must be fixed taking into account the offer exchange rate quoted by the Banco de la Nación Argentina on the day before the royalty is paid.
However, from December 2001 until May 2002, producers and refiners agreed to negotiate a reduced exchange rate in order to moderate the impact
of the Argentine peso devaluation on the price of the products. Producers calculated and paid royalties according to this reduced exchange rate. These calculations have been rejected by the Province of Neuquén, which has presented a claim for
any shortfall in royalty payments resulting from this agreement. This claim was settled with the Province of Neuquen in December 2008.
Regulations to Secure the Supply of Diesel
Over the past several years, the Argentine government has passed various laws and adopted various initiatives aimed at guaranteeing the supply
of diesel fuel to the domestic market.
One government initiative aimed at securing local supply exempts diesel fuel imports intended for
domestic consumption from the fuel liquids and natural gas tax, as well as the diesel oil tax. The following laws exempted diesel fuel imports in the following amounts from such taxes: Law No. 26,022 (2005) 500,000 m
3
; Law No. 26,074 (2006) 800,000 m
3
(subject to an additional exemption of 20% in 2007); Law No. 26,337 (2007)
1,800,000 m
3
(applicable in 2008, subject to an additional exemption of 20%). Exemptions under Law No. 26,337 are valid when the average monthly parity of diesel oil imports is not lower than
the ex-refinery price of diesel oil (excluding all taxes except VAT). SE Resolution No. 151/08 has also applied these exemptions to the first 500,000 m
3
of diesel fuel imported each year.
The Argentine government has also undertaken initiatives aimed at securing the supply of diesel fuel at subsidized, differential prices
for regulated-rate public transportation service providers. Following Decree No. 675/03 (as amended by Decrees Nos. 159/04, 945/04, 280/05 and 564/05), several agreements were subsequently signed whereby refining companies agreed to supply
diesel oil at lower than market prices, depending on the kind of services provided by the transportation companies. Decree No. 449/08 empowered the
Jefe de Gabinete
(Chief of Staff) to sign annual agreements extending the diesel fuel
subsidy to transportation companies for the fiscal year 2008. As of the date of this Annual Report, such an agreement signed between the Company and the Chief of Staff pursuant to Decree No. 449/08 is still in effect.
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In exchange for providing diesel fuel at below market prices, refining companies that entered
into agreements under Decree No. 449/08 had received direct compensation in the form of a credit on export duties, equivalent to the difference between the net revenues from the sale of diesel oil at the subsidized price and the net revenues
that would have been obtained from the sale of the same diesel oil volumes at market prices. Refining companies that process the crude oil they produce are entitled to direct compensation, calculated by deducting such compensation from any amount
payable for export duties. The applicable exchange rate is determined by the Chief of Staff and the right to compensation is determined by the SE.
Stability of Fuel Prices
In the early 2000s, in an effort to mitigate the impact of the significant increase in international prices for oil and petroleum by-products
on domestic prices and to ensure price stability for crude oil, gasoline and diesel oil, at the request of the Argentine government, hydrocarbon producers and refineries entered into a series of temporary agreements, which contained price limits
with respect to crude oil deliveries. By the end of 2004, in light of increases in the WTI, the Argentine government established a series of measures to ensure the supply of crude oil to local refiners at price levels consistent with the local
retail price of refined products.
Producers and refiners currently freely negotiate purchase and sale prices for oil.
Natural Gas
In
1992, the Natural Gas Act was passed, providing for the privatization of GdE and the deregulation of the price for natural gas. To carry out the privatization, the assets of GdE were divided among two new transportation companies and eight new
regional distribution companies. The transportation assets were divided into two systems on a geographical basis, the Northern and Southern pipeline systems, designed to give both systems access to gas sources and to main centers of demand,
including the Greater Buenos Aires region. A majority of the shares of each of the transportation and distribution companies was sold to private bidders.
The Natural Gas Act established a regulatory framework for the privatized industry and created ENARGAS, an autonomous entity under the
Ministry of Economy that is responsible for the regulation of the transportation, distribution, marketing and storage of natural gas.
Regulatory framework
Natural gas transportation and distribution companies operate in an open access, non-discriminatory environment under which
producers, large users and certain third parties, including distributors, are entitled to equal and open access to the transportation pipelines and distribution systems. In addition, concessionaires may transport their own gas production pursuant to
certain concessions granted under the Hydrocarbons Law.
The Natural Gas Act forbids gas transportation companies from buying and selling
natural gas. Additionally, gas producers, storage companies, distributors and consumers who contract directly with producers may not own a controlling interest (as defined in the Natural Gas Act) in a transportation company. Furthermore, gas
producers, storage companies and transporters may not own a controlling interest in a distribution company, and no seller of natural gas may own a controlling interest in a distribution or transportation company (unless such seller neither receives
nor supplies more than 20% of the gas received or transported, on a monthly basis, by the relevant distribution or transportation company).
Contracts between affiliated companies engaged in different stages of the natural gas industry must be reported to ENARGAS, which may only
decline to authorize such contracts if it determines that they were not entered into on an arms length basis.
ENARGAS
ENARGAS is an autonomous entity which functions under the Ministry of Economy and is responsible for a wide variety of regulatory matters
regarding the natural gas industry, including the approval and adjustment of rates and transfers of controlling interests in distribution and transportation companies. ENARGAS is governed by a board of directors composed of five full-time directors
appointed by the Argentine government subject to confirmation by the Argentine Congress.
On May 21, 2007 the Argentine government
announced that it was temporarily intervening in the operations of ENARGAS. Though the board of directors of ENARGAS continues to perform functions, as of the time of filing of this Annual Report, officials from the Argentine government currently
exercise control over ENARGAS in consultation with the board of directors. On January 13, 2016, through Decree No. 164/2016, the Argentine government extended the intervention of the ENARGAS for a period of 180 days.
ENARGAS has its own budget, which must be included in the Argentine national budget and submitted to Congress for approval. ENARGAS is funded
principally by annual control and inspection fees levied on regulated entities in an amount equal to the approved budget, net of collected penalties, and allocated proportionately to each regulated entity.
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Conflicts between regulated entities or between a regulated entity and a third party arising from
the distribution, storage, transportation or marketing of natural gas must first be submitted to ENARGAS for review. ENARGASs decisions may be appealed to the Ministry of Economy or to federal courts.
Rate Regulation
Summary
Since the enactment of the Public Emergency Law and other emergency measures in early 2002, the regulatory framework of public
utility tariffs has been radically modified, including the regulation of gas transportation and distribution services. A patchwork of conflicting regulations is currently in effect. Although the general rules on tariffs described in this section
remain in effect, in practice they have been supplemented by other laws described throughout this Regulation of Our Business section. We cannot predict which rules and regulations will remain in place if and when conflicting regulations
are revised.
Regulation of Natural Gas Distributors Prior to the Public Emergency Law
Prior to the enactment of the Public Emergency Law, provisions of the Natural Gas Act regulated the rates for gas transportation and
distribution services, including those of TGS. Tariffs to end-users consisted of the sum of three components: (i) the price of the gas purchased; (ii) a tariff for transporting gas from the production area through the distribution system;
and (iii) a distribution tariff. Under the Natural Gas Act and TGS license, TGS was permitted to adjust rates (i) semi-annually to reflect changes in the U.S. producer price index, and (ii) every five years in accordance with
efficiency and investment factors to be determined by ENARGAS. In addition, subject to ENARGASs approval, rates were regularly subject to adjustment to reflect cost variations resulting from changes in the tax regulations (other than income
tax) applicable to TGS, and for objective, justifiable and non-recurring circumstances. The ratemaking methodology contemplated by the Natural Gas Act and the TGS license is the price-cap with periodic review methodology, a type of
incentive regulation designed to allow regulated companies to retain a portion of the economic benefits arising from efficiency gains. This legal framework remains in effect, though it has been modified by the regulations described below.
UNIREN
The Public
Emergency Law pesified tariffs for public utility services at a Ps.1.00 = U.S. $1.00 parity and prohibited tariff indexation. Additionally, it authorized the Argentine government to renegotiate public utility services contracts. This authority was
later delegated by the Argentine government to the Ministry of Economy, which created, in July 2003, the UNIREN, for the purpose of assisting in the renegotiation process. The renegotiation of service contracts (several of which are still ongoing)
must take into account the following criteria, among others:
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impact of tariffs on economic competitiveness and on income distribution;
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quality of services to be provided and/or the capital expenditure programs provided for in the contracts;
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interest of customers and accessibility to services;
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the safety of the systems; and
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the companys profitability.
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On October 1, 2003, the Argentine Congress enacted a
bill allowing the Argentine government to set public utility rates until the completion of the renegotiation process.
On
February 16, 2016, the new administration, through Decree No. 367/16, dissolved the UNIREN and transferred the responsibility of renegotiating public service agreements to the ministries with jurisdiction over the relevant activity. It
also empowered such ministries jointly with the Ministry of Economy and Public Finance to conclude partial renegotiation agreements and temporary price and tariff adjustments that are necessary to ensure the continuity of the normal provision of the
corresponding public services, until the completion of the comprehensive renegotiation process, which shall be effected as an advance of future increases pursuant to the comprehensive tariff review.
Pursuant to Resolution No. 31/16 of the Ministry of Energy and Mining, TGS and the ENARGAS are expected to conclude the renegotiation
process within twelve months following the issuance of Resolution No. 3,724/16, on March 31, 2016. See Gas and EnergyGas and TransportationTGSTariff Renegotiation Process.
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Modifications to the regulatory framework
On February 16, 2004, the Argentine government, through Decree No. 180/04, modified the regulatory framework for the Argentine gas
industry. The decree authorized the SE to take any necessary measures to maintain an adequate level of services in the event of a supply crisis. In addition, Decree No. 180/04 provided for:
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the creation of a trust fund (to be funded by tariffs payable by users of the service, special credit programs and contributions from direct beneficiaries) to finance the expansion of the industry and the creation of an
electronic market;
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the creation of an electronic wholesale market to coordinate spot transactions for the sale of natural gas and secondary market transactions for transportation and distribution of natural gas; and
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a prohibition on distributors or their shareholders from having a controlling participation in more than one gas dealer.
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On December 3, 2008, Decree No. 2,067/08 created the trust fund to ensure the availability of natural gas imports as required to
meet domestic supply needs.
On October 4, 2010, ENARGAS Resolution No. 1,410/10 incorporated modifications to the mechanism for
release of natural gas, mainly prioritizing demand corresponding to residential consumers and CNG. Accordingly, each distributor may apply daily volumes above the commitments set by Ministry of Federal Planning Resolution No. 599/07. ENARGAS
Resolution No. 1,410/10 also enables carriers to reallocate volumes injected into the transportation system.
On November 14,
2011, ENARGAS Resolution No. 1,982/11 increased the amount to be received by the trust fund created by Decree No. 2,067/08 beginning in December 2011, and expanded the customer base reached.
On April 26, 2013, the Commission approved the general rules applicable to the Gas Program I by Resolution 3/13, establishing a price of
7.50 U.S.$/MMBTU for natural gas excess injection. Furthermore, on November 29, 2013, the Commission enacted Resolution 60/13 (later modified in March 2014, through Resolution No. 22/2014), which created the Gas Program II.
Adjustment of Natural Gas Price at the Wellhead
Decree No. 181/04 instructed the SE to design a framework for the normalization of prices of natural gas
at wellhead. The decree authorized the SE to negotiate a price framework for the adjustment of prices in sales to distributors. Natural gas prices for residential consumers were excluded from this process. It also authorized the SE to create a new
category of users who must buy gas directly from producers.
Prices resulting from this framework are used as a reference for calculating
royalties and are used by ENARGAS in calculating any necessary adjustments in tariffs that result from variations in the price of gas. In addition, Decree No. 181/04 required that all agreements for the sale of natural gas be filed with the
electronic gas market, and granted authority to the SE to regulate the sale of gas (i) between producers and (ii) between producers and their associates.
Pursuant to Decree No. 181/04, in April 2004 the SE entered into an agreement with natural gas producersapproved by SE Resolution
No. 208/04that regulated the price of natural gas by sector, and that called for the complete deregulation of the wellhead price of natural gas by January 1, 2007. Under the April 2004 agreement, natural gas producers were required
to provide minimum supply volumes to the local market, including (i) distributors for industrial users, (ii) clients of distributors, or new direct consumers, and (iii) local electric power generators. Additionally, this agreement
required producers to report all supply agreements to the SE.
In 2007, upon expiration of the 2004 agreement, the SE and the producers
signed a new Natural Gas Producers Agreement. This agreement modified the proposed scope of gas price deregulation, and established set prices, under which the 2005 price was maintained for the residential segment, and an annual average
increase was to be established at approximately 6.5% for the compressed natural gas, generation and industrial segments (though the price for gas in the industrial segment remained freely negotiable). The implementation of this agreement was
staggered by segment and the last supply commitment to expire was that for residential supply, on December 31, 2011.
In 2008, the
Argentine government introduced the Gas Plus program to create an incentive for producers participating in the aforementioned supply agreements to increase production in unexploited areas, areas under exploitation with particular
geologic characteristics (
e.g.
, tight gas), areas that had not been in production since 2004, or new fields in areas otherwise under production (pursuant to SE Resolution No. 24/08). Gas produced in these new areas is not
subject to the same conditions imposed by the aforementioned natural gas producers agreement, thus permitting more favorable pricing.
On May 23, 2005, pursuant to SE Resolution No. 752/05, the SE established a mechanism by which new direct consumers were entitled to
buy natural gas directly from producers as from August 1, 2005. SE Resolution No. 1,886/06 subsequently extended this mechanism through December 31, 2016. New direct consumers were allowed to buy natural gas in the electronic gas
market, which was originally created for spot transactions but now permits long-term operations. In order to purchase gas in the electronic market, new direct customers were required to post irrevocable purchase orders that provided for:
(i) terms of at least 36 months, (ii) prices of at least export parity, and (iii) volume of at least 1,000 m
3
per day.
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If the irrevocable offer is not accepted, the SE may require export producers to provide natural
gas for a period of six months pursuant to the prices approved by Resolution No. 599/07 of the Ministry of Federal Planning. Transportation companies are prohibited from transporting natural gas for export purposes as long as the domestic
supply of natural gas is not satisfied.
Resolution No. 1/13 of the Commission created the Gas Program I, pursuant to which
beneficiary companies commit to increase the total volumes of natural gas injected into the domestic market during the proposed period, according to the values calculated in their respective projects and approved by the Commission. Once the project
is in effect, Resolution No. 1/13 provides for compensation for injection surplus and a penalty in the event that the applicable company, in any given period, has not increased production consistent with its commitment.
Companies registered in the Registry created by Decree No. 1,277/12 may submit applications for the Gas Program I, subject to the terms
and conditions for access established in the annex of Resolution No. 1/13 of the Commission. Companies that apply must indicate:
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the calculation of base injection (natural gas volume proposed in connection with the project that the relevant starting point for calculation be the surplus injection duties assumed by the company);
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(ii)
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the duration of the project, which shall not exceed five years, renewable at the request of the company, upon a decision by the Commission;
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(iii)
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the calculation of adjusted basis injection (according to a rate of decline that will be calculated for each company in MMm
3
/d), for the proposed period;
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(iv)
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the calculation of base price (weighted average price for the year 2012 from natural gas prices set for each consumer segment of the domestic market);
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(v)
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the calculation of the weighted average for each month of validity of Gas Program of prices of natural gas sold by the company, established for each consumer segment of the domestic market, which will be
used to determine compensation.
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The Commission may require applying companies to provide additional clarifications as
deemed necessary, as well as to adjust or modify all or part of the proposal submitted. The Commission will then evaluate the project in question, considering the particular situation of each company, and whether the project meets the project
objectives.
Commission Resolution 3/13 approved the general rules applicable to the Gas Program I. Under such program, producers were
required to submit their projects for an increase in total natural gas injection for a maximum period of five years, with a view to increase production and achieving higher activity and employment levels in the sector. A price of U.S.$7.50/MMBTU was
established for natural gas excess injection, with penalties involving LNG imports in the case of non-compliance with committed volumes.
Furthermore, the Commission enacted Resolution 60/13 (later modified through Resolution No. 22/2014), which created the Gas Program II.
Under this program, producers were required to submit projects to increase natural gas production levels no later than April 30, 2014. Such program is directed to companies without previous production or with a maximum injection limit of 4 MMm
3
/d, with price incentives in the case of production increases and penalties involving LNG imports in the case of non-compliance with committed volumes. Moreover, companies eligible for the Gas Program
I and meeting the relevant requirements were entitled to request withdrawal from Gas Program I and admission to Gas Program II.
In August
2014, the Ministry of Economy and Public Finance, through Resolution No. 139/2014, introduced additional changes to Resolution No. 60/2013, including, among other amendments, the elimination of the previous injection limit and setting of
two annual registration periods. We requested to participate in this program and were registered through Resolution No. 13/2015 issued by the Secretary of Economic Policy and Development Planning of the Ministry of Economy and Public Finance.
On April 7, 2014, the SE issued Resolution No. 226/2014 to implement a Program for the Rational Use of Natural Gas, whereby
subsidies to producers who participate in the plan adopted under Commission Resolution No. 1/2013 are reduced through the implementation of a new price schedule for the residential and CNG segments. The program encourages a reduction in
consumption by residential users by maintaining the current tariff if users reduce consumption by more than 20% compared to the previous year, or by applying a partial increase (50% with respect to the increase applied to users who do not reduce
consumption at all) if users reduce between 5% and 20%. If there is no reduction in consumption, the new price schedule for the residential segment will be rolled out in stages, with a first stage beginning in April 1, 2014, a second stage
beginning in June 1, 2014 and a third stage beginning in August 1, 2014, with average increases of 150%, 300% and 500%, respectively. Users located within the distribution area covered by Camuzzi Gas del Sur or any sub-distribution company
in the South of Argentina were not made subject to the price increases because their distribution area is subject to colder temperatures year-round. As regards the CNG sector, the schedule provides for increases of 24%, 36% and 48% for each partial
increase. In April 2016, Resolution No. 28/2016 of the Ministry of Energy and Mining increased the
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natural gas prices for the residential segment, representing an average increase of approximately 500%. This new regulation also encourages a reduction in consumption by residential users by
applying tariff discounts in the range of 20% to 50% to users that reduce comsumption by 15% or more compared to the previous year. Additionally a social tariff for low income users was set.
On October 31, 2014, Commission Resolution No. 231/2014 established that the price for natural gas intended for CNG consumption will
be adjusted on a monthly basis tracking increases in the average price for high grade gasoline above 93 RON or any other product that replaces it in the future, as provided in the Resolution. Prices of CNG will be published on the website of the SE.
In April 2016, Resolution No. 34/2016 of the Ministry of Energy and Mining repealed Resolution No. 231/2014 and increased the price of natural gas intended for CNG consumption establishing a pricing scheme per basin, with prices ranging
between U.S.$4.80/MMBTU and U.S.$5.70/MMBTU, representing increases between 200% and 250%. These prices were set in pesos and no monthly update was established.
Restrictions on Gas Exports
The Public Emergency Law created a withholding tax on exports of hydrocarbons for five years from March 1, 2002, which was subsequently
extended for five years from January 2007 pursuant to Law No. 26,217. The taxes withheld are deducted from the sales price of the exported hydrocarbons. In May 2004, a 20% withholding rate was imposed on gas exports. In July 2006, the Ministry
of Economy increased the rate to 45% and instructed the customs administration to apply the price fixed by the framework agreement between Argentina and Bolivia (approximately U.S.$6 per million British thermal units (MMBtu) in December
2007) as the reference price to calculate this tax, irrespective of the actual transaction price. In addition, on October 10, 2006, the Ministry of Economy imposed prevalent export duties on exports from the Tierra del Fuego province, which
were previously exempted from taxes. Moreover, in May 2007, the Ministry of Economy increased to 25% the export duty on butane, propane and LPG.
Resolution No. 127/08 of the Ministry of Economy, effective July 11, 2008, increased export duties on natural gas exports from 45%
to 100%, establishing a valuation basis for the calculation of the duty as the highest price established in any contract of any Argentine importer for the import of gas (including the reference price set by the framework agreement between Argentina
and Bolivia). Resolution No. 127/08 provides with respect to LPG products that if the international price, as notified daily by the SE, is below the reference price, the applicable export duty for such product will be 45%. If the international
price exceeds the reference price, the producer shall be allowed to collect the maximum amount established for the relevant product, the balance being withheld by the Argentine government as an export tax. Resolution No. 60/2015 of the Ministry
of Economy reduced the withholding tax on LPG exports from 45% to 1%.
Compressed Natural Gas for Vehicles
Distributors cannot supply gas stations with CNG. Instead, gas stations are required to purchase CNG in the electronic wholesale market
pursuant to a mechanism of irrevocable purchase orders designed to conceal the identity of buyers and sellers, where buyers are able to make joint offers. If any purchase orders are not satisfied through this system, exports of natural gas will be
diverted to cover unsatisfied demand. This mechanism remains in force as of the date of this Annual Report and is expected to continue until the SE determines that it is no longer necessary, in light of the status of the domestic supply of natural
gas.
Liquefied Petroleum Gas
Prior to the enactment of Law No. 26,020 on April 8, 2005, the Argentine LPG market was regulated by the Hydrocarbons Law and
regulations issued by the Undersecretary of Fuels. Under SE Resolution No. 52/01, the SE was responsible for enforcing the rules and regulations applicable to the LPG industry and an LPG board, which reported to the National Refining and
Marketing Board, which, in turn, reported to the Undersecretary of Fuels, was in charge of supervising and auditing the industry.
Law No. 26,020 established a new regulatory framework for the LPG industry. This new regime regulates the production, fractioning,
transportation, storage, distribution and sale of LPG. The SE is responsible for enforcement of Law No. 26,020, and may delegate supervision and control tasks to ENARGAS. The relevant portions of this law are summarized below:
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Prices: The SE determines reference prices (which must be below export parity prices) for the domestic market (by region, on a seasonal basis every six months), with the goal of securing regular supply in that market,
and may establish price stabilization mechanisms to avoid domestic price fluctuations.
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Market limitations: The SE and the CNDC are authorized to analyze the sector, for the purpose of fixing limits at each stage of vertical integration of the industry.
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Open Access: An open access regime is established in connection with the storage of LPG and the SE establishes terms and conditions for the determination of maximum storage tariffs.
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Imports/Exports: No restrictions are imposed and no prior authorization is required for the import of LPG, and the SE may authorize the export of LPG without restriction, so long as domestic market demand is satisfied.
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Trust Fund: A trust fund was established to subsidize the consumption of LPG by the low-income residential sector and expanding the distribution network to areas without service. The trust is to be funded from the
proceeds of sanctions collected under this law and contributions from the national budget.
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Disposition No. 168/05 of
the Undersecretary of Fuels extends the domestic supply and export restrictions applicable to other hydrocarbons under SE Resolution No. 1,679/04 to LPG producers. However, as of the date of this Annual Report, domestic supply mandates and
export restrictions have not been extended to the LPG market.
SE Resolution No. 792/05 set forth two seasonal periods (winter and
summer), fixing reference prices for each period. Additionally, it divided the country into three geographical areasNorth, Center and Southin which these prices are applied, as discussed above. It also approved a mechanism for the
determination of the export parity price and an exclusive price that applies to retailers only, calculated from an average of its purchases for the last 24-month period. Resolution No. 36/2015 of the SE modified the method for calculating the
prices of LPG products.
On October 1, 2008, SE Resolution No. 1,070/08 ratified the supplementary agreement between the SE and
LPG producers for contributions to the trust fund created by Law No. 26,020.
On January 5, 2012, SE Resolution No. 112/11
approved the agreement setting the price of LPG.
Electricity
Until 1990, virtually all of the electricity supply in Argentina was controlled by the public sector. In 1991, the Argentine government
undertook the privatization of state-owned electricity generation, transmission and distribution companies. In January 1992, the Argentine Congress enacted Law No. 24,065 (the Regulatory Framework Law), which established guidelines
for the restructuring and privatization of the electricity sector. The Regulatory Framework Law, which continues to provide the framework for regulation of the electricity sector, distinguished between the generation, transmission and distribution
of electricity as separate businesses and made each subject to its own regulatory framework.
The ultimate objective of the privatization
process was to reduce rates paid by users and improve the quality of the electricity supply service through competition. The privatization process commenced in February 1992 with the sale of several large thermal generation facilities, and continued
with the sale of transmission and distribution facilities (some of which we now own) and additional thermoelectric and hydroelectric generation facilities.
The Public Emergency Law, combined with the devaluation of the peso and high rates of inflation, had a severe effect on public utilities in
Argentina. Because public utilities were no longer able to increase tariffs, inflation led to decreases in their revenues in real terms and a deterioration of their operating performance and financial condition. Most public utilities had also
incurred large amounts of foreign currency indebtedness under the Convertibility Law regime and, following the devaluation of the peso, the debt service burden of these companies increased sharply, which led many of them to suspend payments on their
foreign currency debt in 2002. This situation caused many Argentine electricity generators, transmission companies and distributors to defer making further investments in their networks. As a result, Argentine electricity market participants,
particularly generators, are currently operating at near full capacity, which could lead to insufficient supply to meet a growing national energy demand.
To address the electricity crisis, the Argentine government has repeatedly intervened in and modified the rules of the MEM since 2002. These
modifications include the imposition of caps on the prices paid by distributors for electricity power purchases (pursuant to SE Resolution No. 8/02) and the requirement that all prices charged by generators be calculated based on the price of
natural gas (which are also regulated by the Argentine government), regardless of the fuel actually used in generation activities (pursuant to SE Resolution No. 240/03), which together have created a huge structural deficit in the operation of
the MEM.
In December 2004, the Argentine government adopted new rules for the electricity market (pursuant to SE Resolutions Nos. 826/04
and 712/04), to come into effect once the construction of two new 800 MW combined cycle generators had been completed. These two generators commenced commercial operations in open cycle during 2008 and in combined cycle during the first quarter of
2010. Construction was partially financed with credit balances of generators resulting from the spread between the sales price of energy and generation variable cost, which are transferred to the
Fondo Para Inversiones Necesarias que Permitan
Incrementar la Oferta de Energía Eléctrica en el Mercado Eléctrico Mayorista
(the fund for investments required to increase the electricity supply in the MEM, or FONINVEMEM).
Electricity generators accepted the opportunity under SE Resolution No. 1,427/04 to participate in the FONINVEMEM projects. PESA
contributed 35% of its credits accrued in the MEM during the 2004-2006 period for the construction of the combined cycle generators mentioned above, and earned the right to be a shareholder in the companies in charge of these projects.
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The construction of these new generators evidences a decision by the Argentine government to take
a more active role in promoting energy investments in Argentina. In addition to these projects, in April 2006 the Argentine congress enacted a law that authorized the Argentine government to create a special fund to finance infrastructure
improvements in the Argentine energy sector through the expansion of generation, distribution and transmission infrastructure relating to natural gas, propane and electricity. Contributions to this fund are made through
cargos específicos
(specific charges) passed on to customers as an itemization on their energy bills.
In 2006 the SE implemented the Energy Plus Program
(pursuant to SE Resolution No. 1,281/06) to create an incentive for increased electricity generation. Projects implemented under the Energy Plus Program are not subject to market regulations regarding prices. Instead, prices can be freely
negotiated between generators and users.
The Energy Plus Program seeks to increase electricity generation and satisfy domestic demand.
For that purpose, CAMMESA requires that all large users (those consuming more than 300 kW) purchase their incremental demand (any volumes exceeding their 2005 consumption) from new generators under the Energy Plus Program.
In addition, the Argentine government has issued certain further regulations in this area. Through Decree No. 140/07, it created the
Rational and Efficient Electric Power Usage Program (PRONUREE), which consists of several measures to promote and raise public awareness about the need to make rational and efficient use of electric power. And through Law
No. 26,350, it modified the official time zone for the summer periods, in order to promote a decrease in the use of electric power.
In order to increase the electric power supply, the Argentine Government has also established a program called Delivered Electric Energy,
through the supply of small transportable thermal plants and/or embarked power plants.
The Argentine Government has additionally
continued to implement various measures in order to regulate the operation of the MEM and of the intervening agents. The most recent of these measures is SE Resolution No. 95/13, whereby new values for the remuneration of fixed and variable
costs to be paid to generators, co-generators and self-generators for energy sales are set, and an additional remuneration is added. These values will not be applicable to bi-national hydroelectric power plants, to nuclear generation or to
generation committed to in contracts regulated by the SE, such as those under the Energy Plus Program. This resolution has temporarily suspended new contracts under the MEM Term Market, other than those regulated by the SE, and it provides that upon
the termination of existing contracts in the Term Market, large users must purchase their energy demand from CAMMESA. In addition, the resolution provides that commercial management and fuel delivery to the MEM plants will be centralized in CAMMESA.
Resolution No. 95/2013 of the SE, as amended by Resolution No. 529/2014 of the SE, has been updated on several occasions to reflect increases to the remuneration of generators.
In December 2015, through Decree No. 134/2015, the Argentine government declared a state of emergency with respect to the national
electricity system that will remain in effect until December 31, 2017. The state of emergency allows the Argentine government to take actions designed to guarantee the supply of electricity in Argentina such as instructing the Ministry of
Energy and Mining to elaborate and implement, with the cooperation of all federal public entities, a coordinated program to guarantee the quality and security of the electricity system and rationalize public entities consumption of energy.
Regulatory Authorities
The principal regulatory authorities responsible for the Argentine electricity market are:
(1) the Ministry of Energy and Mining, which has assumed the functions of the SE of the Ministry of Federal Planning;
(2) the ENRE; and
(3) CAMMESA.
The SE advised the Argentine government on matters related to the electricity sector and was responsible for the application of the
policies concerning the Argentine electricity industry. On December 11, 2015, Decree No. 13/2015 modified the Ministries Law No. 22,520. Among other changes, it created the Ministry of Energy and Mining, which assumed the functions of
the Secretariats of Energy and Mining and other decentralized entities under the review of the former Ministry of Federal Planning, Public Investment and Services (in effect through December 11, 2015). The responsibilities of the Ministry of
Energy and Mining include participating in the management of the States shareholdings in the corporations and companies operating in the area of its competence.
The ENRE is an autonomous agency created by the Regulatory Framework Law. The ENRE has a variety of regulatory and jurisdictional powers,
including, among others:
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enforcement of the Regulatory Framework Law and related regulations;
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control of the delivery of electric services and enforcement of the terms of concessions;
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adoption of rules applicable to generators, transmitters, distributors, electricity users and other related parties concerning safety, technical procedures, measurement and billing of electricity consumption,
interruption and reconnection of supplies, third-party access to real estate used in the electricity industry and quality of services offered;
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prevention of anticompetitive, monopolistic and discriminatory conduct between participants in the electricity industry;
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imposition of penalties for violations of concessions or other related regulations; and
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arbitration of conflicts between electricity sector participants.
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The ENRE is managed by a
five-member board of directors appointed by the Argentine government. Two of these members are nominated by the
Consejo Federal de la Energía Eléctrica
(Federal Council on Electricity, or the CFEE). The CFEE is
funded with a percentage of revenues collected by CAMMESA for each MWh sold in the market. Sixty percent of the funds received by the CFEE are reserved for the
Fondo Subsidiario para Compensaciones Regionales de Tarifas a Usuarios Finales
(regional tariff subsidy fund for end users), from which the CFEE makes distributions to provinces that have met certain specified tariff provisions. The remaining forty percent are used for investments related to the development of electrical
services in the interior of Argentina.
CAMMESA oversees the operation of the MEM. CAMMESA was created in July 1992 by the Argentine
government, which currently owns 20% of its capital stock. Various associations that represent MEM participants, including generators, transmitters, distributors, large users and electricity brokers, own the remaining 80%.
The Wholesale Electricity Market
Overview
The SE
established the MEM in August 1991 to allow electricity generators, distributors and other agents to buy and sell electricity in spot transactions or under long-term supply contracts at prices determined by the forces of supply and demand.
The MEM consists of:
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a term market in which generators, distributors and large users enter into long-term agreements on quantities, prices and conditions;
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a spot market, in which prices are established on an hourly basis as a function of economic production costs, represented by the short-term marginal cost of production measured at the Ezeiza 500 kV substation, the
systems load center; and
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a stabilization system for spot market prices applicable to purchases by distributors, which operates on a quarterly basis.
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Operation of the MEM
In addition to having the responsibility of coordinating the dispatch operations in the MEM, CAMMESA is in charge of:
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managing the SIN (as defined below) pursuant to the Regulatory Framework Law and related regulations, which includes:
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determining technical and economic dispatch of electricity in the National Interconnection System (the SIN);
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maximizing the systems security and the quality of electricity supplied;
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minimizing wholesale prices in the spot market;
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planning energy capacity needs and optimizing energy use pursuant to the rules set out from time to time by the SE; and
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monitoring the operation of the term market and administering the technical dispatch of electricity pursuant to any agreements entered into in such market;
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acting as agent of the various MEM participants;
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purchasing or selling electricity from or to other countries by performing the relevant import/export operations; and
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providing consulting and other services related to these activities.
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CAMMESAs operating
costs are covered by mandatory contributions made by MEM participants. CAMMESAs annual budget is subject to a mandatory cap equivalent to 0.85% of the aggregate amount of transactions in the MEM projected for that year.
MEM Participants
The main participants in the MEM are generation, transmission and distribution companies. Large users and traders also participate in the MEM,
but to a lesser extent. Transmitters, Distributors and Large Users participate in CAMESSA by appointing two acting and two alternate directors.
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Generators
Total electricity generation in Argentina during 2015, including imports and exports, totaled 136,798 GWh, out of which 63% was attributable to
thermoelectric plants, 30% to hydroelectric plants, 5% to nuclear plants and 2% other sources.
Transmitters
Electricity is transmitted from power generation facilities to distributors through high voltage power transmission systems. Transmitters do
not purchase or sell electricity. Transmission services are governed by the Regulatory Framework Law and regulations issued by the SE.
In
Argentina, transmission is carried at 500 kV, 220 kV and 132 kV through the SIN. The SIN consists primarily of overhead lines and sub-stations and covers approximately 90% of the country. The majority of the SIN, including almost all of the 500 kV
transmission lines, has been privatized and is owned by Transener. Regional transmission companies, most of which have been privatized, own the remaining portion of the SIN. Supply points link the SIN to distribution systems, and there are
interconnections between the transmission systems of Argentina, Brazil, Uruguay and Paraguay allowing for the import or export of electricity from one system to another.
Distributors
The largest
distribution companies are Empresa Distribuidora de Energía Sur S.A. (EDESUR) and Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR).
Each distributor supplies electricity to consumers and operates the related distribution network in a specified geographic area pursuant to a
concession. Each concession establishes, among other things, the area, quality of service required, rates paid by consumers for service and an obligation to satisfy demand. ENRE monitors compliance by federal distributors with the provisions of
their respective concessions and with the Regulatory Framework Law, and provides a mechanism for public hearings at which complaints against distributors can be heard and resolved. In turn, provincial regulatory agencies monitor compliance by local
distributors with their respective concessions and with local regulatory frameworks.
Distributors participate in CAMMESA by appointing
two acting and two alternate directors Argentine Association of Electric Power Distributors.
Large users
The MEM classifies large users of energy into three categories:
Grandes Usuarios Mayores
(Major Large Users, or GUMAs),
Grandes Usuarios Menores
(Minor Large Users, or GUMEs) and
Grandes Usuarios Particulares
(Particular Large Users, or GUPAs).
GUMAs are required to purchase 50% of their demand through supply contracts and the remainder in the spot market, while GUMEs and GUPAs are
required to purchase all of their demand through supply contracts.
Large users participate in CAMMESA by appointing two acting and two
alternate directors through Argentine Association of Electric Power Large Users.
Traders
Since 1997, traders are authorized to participate in the MEM by intermediating block sales of energy. Currently, there are eight authorized
traders in the MEM, several of which conduct transactions with
Comercializadora de Energía del Mercosur S.A.
(CEMSA) in the export market.
Spot Market
Spot prices
The emergency
regulations enacted after the Argentine crisis in 2001 had a significant impact on energy prices. Among the measures implemented were the pesification of prices in the MEM, known as the spot market, and the requirement that all spot prices be
calculated based on the price of natural gas, even in circumstances where alternative fuel such as diesel is purchased to meet demand due to the lack of supply of natural gas. Despite these modifications, the basic framework for the spot market that
was established prior to the economic crisis remains in place.
Under this system, energy prices in the spot market are set by CAMMESA,
which determines the price charged by generators for energy sold in the spot market of the MEM on an hourly basis. The spot price reflects supply and demand in the MEM at any given time, which CAMMESA determines using different supply and demand
scenarios that dispatch the optimum amount of available supply, taking into account the restrictions of the transmission grid, in such a way as to meet demand requirements while seeking to minimize the production cost and the cost associated with
reducing the risk of system failure.
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The spot price set by CAMMESA compensates generators according to the cost of the last unit to be
dispatched for the next unit as measured at the Ezeiza 500 Kv substation, which is the systems load center and is in close proximity to the City of Buenos Aires. Dispatch order is determined by plant efficiency and the marginal cost of supply.
In determining the spot price, CAMMESA also considers the different costs incurred by generators not in the vicinity of the City of Buenos Aires.
In addition to energy payments for actual output at the prevailing spot market prices, generators receive compensation for capacity placed at
the disposal of the spot market, including stand-by capacity, additional stand-by capacity (for system capacity shortages) and ancillary services (such as frequency regulation and voltage control).
Seasonal Prices
The
regulations implemented in the wake of the Argentine economic crisis of 2001 also made significant changes to the seasonal prices charged to distributors in the MEM, including the implementation of a cap (which varies depending on the category of
customer) on the cost of electricity charged by CAMMESA to distributors at a price significantly below the spot price charged by generators.
Prior to implementation of the emergency regulations, seasonal prices were regulated by CAMMESA as follows:
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prices charged by CAMMESA to distributors and large users changed only twice a year (in summer and winter), with interim quarterly revisions in case of significant changes in the spot price of energy, despite prices
charged by generators in the MEM fluctuating constantly;
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prices were determined by CAMMESA based on the average cost of providing one MW of additional energy (its marginal cost) and several other factors; and
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CAMMESA would use seasonal database and optimization models in determining the seasonal prices and would consider both anticipated energy supplies and demand as follows:
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in determining supply, CAMMESA would consider energy supplies provided by generators based on their expected availability, committed imports of electricity and the availability declared by generators;
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in determining demand, CAMMESA included the requirements of distributors and large users purchasing in the MEM as well as committed exports.
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In January 2016, the Ministry of Energy and Mining, through Resolution No. 6/2016, established new seasonal reference prices of power and
energy in the MEM for the period from February 1, 2016 through April 30, 2016. Furthermore, such resolution established a stimulus plan, with lower reference prices for monthly residential demand which consumption is reduced by at least
20% compared to the same month in 2015 and a social tariff.
Stabilization Fund
The stabilization fund, managed by CAMMESA, absorbs the difference between purchases by distributors and large users at seasonal prices and
payments to generators for energy sales at spot prices. When the spot price is lower than the seasonal price, the stabilization fund increases, and when the spot price is higher than the seasonal price, the stabilization fund decreases. The
outstanding balance of this fund at any given time reflects the accumulation of differences between the seasonal price and the hourly energy price in the spot market. The stabilization fund is required to maintain a minimum amount to cover payments
to generators if prices in the spot market during the quarter exceed the seasonal price.
Billing of all MEM transactions is performed
monthly through CAMMESA, which acts as the clearing agent for all purchases between participants in the market. Generally, payments to generators are made approximately 40 days after the end of each month by CAMMESA.
The stabilization fund was adversely affected as a result of the modifications to the spot price and the seasonal price made by the emergency
regulations, pursuant to which seasonal prices were set below spot prices, resulting in large deficits in the stabilization fund. This deficit has been financed by the Argentine government through loans to CAMMESA and by generators through
contributions to the FONINVEMEM.
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Term market
Historically, generators were able to enter into agreements in the term market to supply energy and capacity to distributors and large users.
Distributors were able to purchase energy through agreements in the term market instead of purchasing energy in the spot market. Term agreements typically stipulated a price based on the spot price plus a margin. Prices in the term market were at
times lower than the seasonal price that distributors were required to pay in the spot market. However, as a result of the emergency regulations, spot prices are currently higher than seasonal prices, particularly with respect to residential
tariffs, making it unattractive to distributors to purchase energy under term contracts while prices remain at their current levels.
Argentine
Taxation
General Overview
Holders of exploration permits and production concessions are subject to federal, provincial, and municipal taxes and regular customs duties on
imports. The Hydrocarbons Law grants such holders a legal guarantee against new taxes and certain tax increases at the provincial and municipal levels. Permit holders and concessionaires must pay an annual surface tax based on the area held. For
more detail on concession fees and royalties, see Royalties above.
Oil and gas exploration and production activities in
Argentina are subject to the following taxes:
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An annual surface tax based on the area held, which varies depending on the permit and concession terms.
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An income tax of 35% of net income.
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A VAT of 21% for the domestic sale of oil and gas (exports have a zero percent VAT).
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A provincial tax, at an average rate of 3% of gross domestic sales (exports are excluded).
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A national minimum income tax of 1% of the value of the assets that the company owns as of December 31 of each year. Certain assets, such as shares and interests in other companies subject to the same tax, are
exempt. Assets located in the jurisdiction of the Province of Tierra del Fuego are also exempt. The income tax paid as determined for the same economic year is considered to be payment against this tax.
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A provincial stamp tax applied to written agreements entered into within the provincial jurisdiction, at rates varying between 0.3% and 2.5% of the economic value of the relevant agreement.
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A withholding tax on crude exports, as described under Export Taxes below.
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A tax on debits and credits applicable to bank account transactions and other banking transactions used as a replacement for current accounts. The generally applicable rate is 0.6% on each debit or credit transaction
(although, in some cases, it increases to 1.2% or decreases to 0.075%).
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A tax on personal property that applies to the shares or other stakes of Argentine companies held by foreign companies or individuals, at a rate of 0.5% of the value of such assets.
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A surveillance fee applicable to downstream activities and transportation of liquid hydrocarbons and their derivatives through pipelines, as described under Surveillance Fee below.
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In addition, the net profit (as defined in the Hydrocarbons Law) of holders of permits or concessions accruing from activity of
such holders might be subject to the application of a special 55% income tax. This tax has never been applied, although each permit or concession granted after this tax came into place provided that the holder thereof is subject to it. Although a
decree of the Argentine government provides that we are subject to the general Argentine tax regime, our permits and concessions were granted prior to the entry in force of this tax and this has never been enforced.
Following the introduction of market prices for downstream petroleum products in connection with the deregulation of the petroleum industry,
Law No. 23,966 established a volume-based tax on transfers of certain types of fuel, replacing the prior regime, which was based on the regulated price. Law No. 25,745, effective as of August 2003, modified the mechanism for calculating
this tax, replacing the old fixed value per liter according to the type of fuel with a percentage to apply to the sales price, maintaining the old fixed value as the minimum tax. Decree No. 2579/2014 reduced taxes on gasoline and diesel by 10%,
and water infrastructure fund taxes applicable to transfers of gasoline products by 20%.
Dividends distributed by us to our shareholders,
in excess of the Companys taxable accumulated income for the previous fiscal year, whether in cash, property or other equity securities, and any other payment in kind, are subject to income tax withholding at the rate of 35% in respect of such
excess (Equalization Tax). This is a final tax and it is not applicable if dividends are paid in shares (
acciones liberadas
).
In addition, dividends paid by us to our Argentine individual shareholders and undivided estates as well as to our foreign shareholders are
subject to tax at a 10% rate. The 10% tax rate is calculated over the net dividend after giving effect to the Equalization Tax.
Holding
of our shares by individuals resident in Argentina or abroad and corporations, any type of legal entity, enterprise, permanent establishment, estate or resident abroad shall be subject to a personal assets tax on those holdings by December 31
every year. The tax basis shall be the percentage net equity of each shareholder, and the tax rate is 0.5%. We act as a substitute obligor and pay the tax. The Argentine government is entitled to recover the amount paid through withholding or by
foreclosing on the assets that generated the tax liability.
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Export Taxes
In 2002, the Argentine government imposed customs duties on the export of hydrocarbons. Export tax rates on crude oil were increased to 20%, on
butane, methane and LPG, and to 5% on gasoline and diesel fuel. In May 2004, Resolution No. 337/04 of the Ministry of Economy increased export duties on crude oil to 25%. These export tax rates were increased again in 2004, when the Ministry of
Economy issued Resolution No. 532/04, establishing a progressive scheme of export duties for crude oil, with rates ranging from 25% to 45%, depending on the quotation of the WTI reference price at the time of the exportation. In addition, in
May 2004, pursuant to Resolution No. 645/04 of the Ministry of Economy, an export duty on natural gas and natural gas liquids was established at a rate of 20%. In July 2006, the Ministry of Economy increased the rate to 45% and instructed the
customs administration to apply the price fixed by the framework agreement between Argentina and Bolivia (approximately U.S.$6/MMBTU in December 2007) as the reference price to calculate this tax, irrespective of the actual transaction price. In
addition, on October 10, 2006, the Ministry of Economy imposed prevalent export duties on exports from the Tierra del Fuego province, which were previously exempted from taxes. Moreover, in May 2007 the Ministry of Economy increased to 25% the
export duty on butane, propane and LPG. There can be no assurance as to future levels of export taxes.
Resolution No. 394/07 of the
Ministry of Economy, effective as of November 16, 2007, increased export duties on Argentine exports of crude oil and other crude derivatives. This regime provided that when the international price exceeded the reference price, which was fixed
at U.S.$60.90 per barrel, the producer would be allowed to collect U.S.$42 per barrel, the remainder being withheld by the Argentine government as an export tax. If the international price of Argentine oil exports (as defined by the regulator) was
under the reference price but over U.S.$45 per barrel, a 45% withholding rate applied to all amounts over U.S.$45. If such price was under U.S.$45 per barrel, the applicable export tax was to be determined within 90 business days. A similar
withholding regime applied to exports of oil by-products such as gasoline, fuel oil and lube oils, with different cut-off and reference prices.
Resolution No. 127/08 of the Ministry of Economy, effective July 11, 2008, increased export duties on natural gas exports from 45%
to 100%, establishing a valuation basis for the calculation of the duty as the highest price established in any contract of any Argentine importer for the import of gas (including the reference price set by the framework agreement between Argentina
and Bolivia mentioned above). Resolution No. 127/08 of the Ministry of Economy provides with respect to LPG products (including butane, propane and blends thereof) that if the international price of the relevant LPG product, as notified daily
by the SE, is under the reference price established for such product in the resolution (U.S.$338/m
3
for propane, U.S.$393/m
3
for butane and
U.S.$363/m
3
for blends of the two), the applicable export duty for such product will be 45%. If the international price exceeds the reference price, the producer shall be allowed to collect the
maximum amount established by the resolution for the relevant product (U.S.$223/m
3
for propane, U.S.$271/m
3
for butane and U.S.$250/m
3
for blends of the two), the balance being withheld by the Argentine government as an export tax.
On January 7, 2013, Resolution No. 1/13 of the Ministry of Economy modified Resolution No. 394/07. According to Resolution
No. 1/13, the after-tax revenues which the producer is allowed to collect were increased to U.S.$70 per exported barrel, as long as the international price of crude oil and other crude oil derivatives is greater than or equal to U.S.$80 per
barrel. If that price is lower, the applicable withholding rate will be 45%.
In October 2014, through Resolution No. 803/14, the
Ministry of Economy and Finance amended Resolution No. 394/07 and modified the withholding tax on hydrocarbon exports linking the rate (ranging from 10% to 13%) to a specific price schedule.
Resolution No. 1077/14 of the Ministry of Economy and Public Finance became effective on January 1, 2015, superseding Resolutions
No. 394/07 and No. 803/14 and providing that for so long as the international price of crude oil is less than U.S.$71 per barrel, the withholding tax rate shall be 1%, and incremental tax rates will apply for so long as the international
price of crude oil is equal to or higher than U.S.$71 per barrel.
Surveillance Fee
Law No. 25,565 imposed a surveillance fee payable to the SE for downstream activities, equal to Ps.0.0003 for each commercialized
transaction in the domestic market, and for the transportation of liquid hydrocarbons and their derivatives through pipelines, at a rate of 0.35% of the estimated income for the provision of transportation service.
Argentine Environmental Regulations
The environmental legal framework comprises Sections 41 and 43 of the Argentine Constitution, as well as federal, provincial and municipal
laws. According to Section 41 of the Argentine Constitution, the Argentine government establishes the minimum standards for protection of the environment, while the provinces and municipalities are responsible for establishing specific
standards and implementing regulations. Please note that, in addition to the regulations described below, certain other regulations may also apply depending on the location of the oil and gas reserves.
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International Treaties
Argentina is a member state to several international treaties concerning environmental matters that may impact our business. Argentina has
undertaken several obligations in connection with the protection of the environment, the preservation of biological diversity and the implementation of sustainable development.
Such treaties include: (i) the Basel Convention on the Control of Transboundary Movements of Hazardous Waste and its Disposal (1989);
(ii) the United Nations Framework Convention on Climate Change adopted in Rio de Janeiro (1992); (iii) the Montreal Protocol of Substances that Deplete the Ozone Layer (1989); (iv) the Kyoto Protocol (a protocol to the United Nations
Framework Convention on Climate Change) (1997), the Doha Amendment (2012); and (v) the Stockholm Agreement on Persistent Organic Polluting Agents (2001).
Federal Environmental Laws
In accordance with Section 41 of the Argentine Constitution, federal laws establishing minimum standards for environmental protection have
been enacted. These laws provide a general framework for the legislation to be enacted by local jurisdictions, which must satisfy the minimum standards contained therein.
General Environmental Policy Law
The General Environmental Policy Law (Law No. 25,675), enacted in November 2002, established minimum standards for the protection of the
environment, the preservation of biological diversity and sustainable development.
The main purpose of the General Environmental Policy
Law is the promotion of the rational and sustainable use of natural resources and the establishment of procedures and mechanisms to minimize environmental risks, prevent and mitigate environmental emergencies and redress damages caused by
environmental pollution.
The General Environmental Policy Law requires that any work or activity capable of significantly degrading the
environment or its components or which may adversely affect the quality of life, shall be subject to a prior environmental impact evaluation. All entities must provide information related to the environmental impact of their activities and this
information shall be publicly available, unless declared classified.
Entities carrying out activities dangerous to the environment and
ecosystems must take out insurance policies for the damages such activities may cause. Any person liable for environmental damages must take the actions necessary to restore the
status quo ante,
and where such restoration is not possible, the
indemnification determined by the courts shall be transferred to an environmental restoration fund for the execution of remedial works.
Hazardous Waste
Law No. 24,051 regulates the generation, manipulation, transport, treatment and final disposition of hazardous wastes generated or located
under federal jurisdiction or, if located in the territory of a province, that could affect individuals or the environment in other provinces other than the one where they were generated, or when the adoption of sanitary measures to handle such
waste becomes necessary and it is advisable to unify those measures throughout the country due to their economic impact.
With respect to
hazardous waste liability, hazardous waste is considered to have inherent risk (as contemplated by section 1,757 of the Argentine Civil and Commercial Code), which means that the generator or handler of hazardous waste will only be exonerated from
its liability to the extent it proves the victims or third parties negligence or willful misconduct. The law establishes severe civil and criminal sanctions for any infringement of Law No. 24,051.
Integral Management of Industrial and Services Activities Wastes
Law No. 25,612 establishes minimum standards for environmental protection with respect to the integral management of waste originated in
industrial or service activities. It sets forth minimum environmental protection requirements for generation, handling, storage, transport, treatment and final disposal of the aforementioned wastes. It also maintains the Argentine
Constitutions prohibition on the importation, introduction, or transportation into the country, its airspace and seas, of any types of wastes from other countries.
In general terms, Law No. 25,612 sets a system of tort liability equivalent to that of Law No. 24,051 described under
Hazardous Waste
above. Infringements of this law may be subject to warnings, fines, closure, suspension of activities for up to one year and definitive withdrawal of authorizations and registrations in the applicable registers. In
the case of legal entities, board members and managers may be held severally liable for such penalties.
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Air Pollution
Law No. 20,284 applies in federal jurisdictions and in those provinces which have adopted the provisions of this law. It sets general
principles for the treatment of potential sources of air pollution. Enforcement of this law is vested in the respective national, provincial or local health authorities.
Water Environmental Management
Law No. 25,688 sets minimum standards for the preservation of water, its exploitation and rational use. It defines the different uses of
waters and requires users to obtain permits from local authorities.
Additionally, it provides that a federal enforcement agency shall
determine: (i) maximum limits for contamination and protection of aquifers, (ii) instructions for the refilling and protection of aquifers, and (iii) the fixing of parameters and environmental standards for the quality of waters.
PCB Elimination and Management
Law No. 25,670, enacted in October 2002, regulates the management and elimination of polychlorinated biphenyls (PCBs). It
forbids the entry of PCBs and machines containing PCBs into Argentina as well as the installation of machines containing PCBs. According to Law No. 25,670, the Argentine government is empowered to take all measures necessary to guarantee the
prohibition of the production, commercialization and the entry of PCBs into Argentina, as well as the elimination of used PCBs and the decontamination and elimination of PCBs and machines containing PCBs within the terms provided therein.
Specific Environmental Regulations of Oil and Gas Industries
SE Resolution No. 105/92 contains specific regulations and procedures for the protection of the environment during oil and gas exploration
and exploitation.
During exploration, companies must prepare an environmental impact report to be filed with the SE, and no drilling
activity may be carried out before filing such environmental impact report. Once oil and gas fields are discovered, companies must prepare an environmental assessment report also to be filed with the SE. Thereafter, environmental reports are to be
filed with the SE on an annual basis.
The SE has also issued rules, including, among others, on environmental safety of oil tanks, well
abandonment, sinks workover, venting of gases and hydrocarbons transportation.
Provincial regulations
Provinces in exercise of their powers have issued various rules applicable in their respective territories that regulate both the general and
specific environmental aspects of the oil and gas industry.
Concealment and Money Laundering
Law No. 25,246 categorizes money laundering as a crime, which is defined as the exchange, transfer, management, sale or any other use of
money or other assets obtained through a crime, by a person who did not take part in such original crime, with the potential result that such original assets (or new assets resulting from such original assets) appear as if they have been obtained
through legitimate means, provided that the aggregate value of the assets involved exceeds in the aggregate (through one or more related transactions) Ps.300,000.
Law No. 25,246 assigns information and control duties to certain private sector entities, such as banks, agents, stock exchanges and
insurance companies, according to the regulations of the Financial Information Unit, and for financial entities, the Central Bank. These regulations apply to many Argentine companies, including us. These obligations consist mainly of maintaining
internal policies and procedures aimed at preventing money laundering and the financing of terrorism, especially through the application of know your customer policies.
Among other duties, each financial entity is required to establish a control and money laundering prevention committee and to
appoint a senior official responsible for money laundering prevention policies, who shall be in charge of centralizing and processing any information that the Central Bank and/or the Financial Information Unit may require.
Furthermore, financial entities are required to report to the Financial Information Unit any transaction that may be considered suspicious or
unusual, which lacks economic or legal justification, or involves unjustified complexity. Financial entities must pay special attention to transactions arising from or relating to jurisdictions included in the Central Banks list of
non-cooperating jurisdictions. As of the date of this Annual Report, Myanmar is the only jurisdiction included in such list.
Law No. 25,246 has been amended by Law Nos. 26,087 and 26,119.
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Venezuelan Regulatory Framework
The Venezuelan state owns all hydrocarbon fields and has established methods for regulating the exploitation of hydrocarbons in Venezuelan
fields that are different from those in Argentina.
The Gas Hydrocarbons Organic Law published on September 23, 1999
regulates the exploitation of free or non-associated gas and the transport, distribution, collection, storage, industrialization, handling and internal and external sale of associated gas (gaseous hydrocarbon that is extracted jointly with crude
oil) and free or non-associated gas (hydrocarbon that is extracted from a field which does not contain crude oil), allowing private sector participation in these activities.
The Venezuelan Constitution, in force since December 1999, contains provisions related to petroleum activity, including Article 12, which
states that oil fields are property of the Venezuelan state, and Article 302, which reserves petroleum activity to the Venezuelan state. The Constitution gives PDVSA, a state-owned entity, responsibility for managing petroleum activity.
The Hydrocarbons Organic Law published on November 13, 2001 effectively reversed most prior related legislation, except for
the Gas Hydrocarbons Organic Law, and purported to grant ample opportunity for the private sector to participate in the industry, limiting the activities reserved to the Venezuelan state to primary activities (which include exploration, extraction
and initial transport and storage) and to the sale of crude oil and specific products.
The Hydrocarbons Organic Law regulates the
exploration, exploitation, refining, industrialization, transport, storage, sale and conservation of hydrocarbons and refined products. The law sets forth the following principles: (i) hydrocarbon fields are public property;
(ii) hydrocarbon activities entail public utility and are of social interest; and (iii) activities described in the law are subject to decisions of the Venezuelan state adopted in connection with international treaties.
The Performance of Hydrocarbon Related Activities
Primary activities expressly reserved by law for the Venezuelan state can only be performed by (i) the government of Venezuela;
(ii) wholly-owned state entities; or (iii) companies in which the Venezuelan state maintains direct control by owning at least fifty percent of the shares or quotas of capital stock. The sale of natural hydrocarbons and certain specified
by-products can only be performed by wholly-owned state entities. Installations and existing facilities dedicated to the refining of natural hydrocarbons in the country and to the transportation of products and gas are owned by the Venezuelan state.
The National Assembly must grant approval to mixed companies before they can operate. These entities must meet the following minimum
conditions: (i) they must have a maximum duration of 25 years; (ii) they must provide information regarding location, orientation and the extent of the area under operation; (iii) all of their assets must be reserved and turned over
to the Venezuelan state once the activity ends; and (iv) any dispute among their shareholders must be resolved through private negotiations or arbitration and shall be subject to the laws of Venezuela.
Prior to April 2006, our interest in Venezuelan oil and gas fields was through operating service agreements with PDVSA, which established the
terms of our compensation for production activities and investments. These contracts were awarded during bidding rounds in 1994 and 1997. In 2005, the Venezuelan government announced that these operating service agreements did not comply with the
Hydrocarbons Organic Law and instructed the Ministry of Energy and Petroleum to commence negotiations with private operators to convert all operating agreements into mixed companies where more than 50% of each field is state-owned. These
negotiations were completed in March 2006, and as a result, all our operating service agreements were converted to mixed companies in which the Venezuelan government, through the
Comisión Venezolana del Petróleo
(the
CVP), holds at least 60% of the share capital and private companies hold the remaining. The interests allocated to private companies were determined on the basis of the value attributed to the different operating service agreements
during the negotiations.
The National Assembly has approved (i) the principal terms of the conversion agreements and the form of
organizational documents for the mixed companies; (ii) amendments to the Hydrocarbons Organic Law and certain tax laws to allow the mixed companies to sell their production of crude oil to PDVSA and its associates and to qualify as exporters
for VAT purposes; and (iii) the Law for Regulating the Participation of Private Entities in Primary Activities, which limits private company participation in primary activities in Venezuela, including the exploration and production of
hydrocarbons, to participation through mixed companies.
Licenses and permits
A license from the Venezuelan Ministry of Energy and Oil is required to refine natural hydrocarbons, and permits from this ministry are
required for activities related to the processing or domestic sale of refined hydrocarbons.
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Relevant Tax Features
Income tax
Venezuelan
income tax law imposes tax at a rate of 50% on the net taxable income of persons involved in hydrocarbon-related activities, or activities related to the purchase or acquisition of hydrocarbons and by-products for export. Accelerated amortization
and depreciation of fixed assets and direct or indirect expenses necessary for the drilling of oil wells is permitted.
Contractors
dedicated to exploration and production activities under operating agreements with state companies are also subject to a 50% rate.
Recent
tax reforms, effective as from the 2016 fiscal year, eliminated the inflation adjustment system for special tax payers, such as companies related to the oil sector. Additionally, in determining the net taxable income, previous fiscal years losses
can be ofsett only by 25% from current income.
Value-Added Tax
Subject to certain exceptions, in particular for exporting companies, imports and local purchases of goods and services are subject to VAT at a
rate of 12%, with a limited number of goods and services subject to VAT at a rate of 8%.
Municipal taxes
Hydrocarbon activities are not subject to municipal taxes, as these taxes are exclusively reserved for the national government.
Income from contractors that have entered into operating contracts with state companies for the rehabilitation of marginal fields is generally
subject to a municipal tax on gross income.
Royalties
Since January 2002, royalties on oil and gas production have been set at a rate of 30%.
Special Contributions from Mixed Companies
Mixed companies are subject to the following special taxes: (i) a 3.33% additional royalty on the volume of hydrocarbons extracted under
the concession and delivered to PDVSA; during the calendar year and (ii) an amount equivalent to the difference, if any, between (a) 50% of the value of the hydrocarbons extracted under the concession and delivered to PDVSA each calendar
year, and (b) the aggregate payments made by the mixed company to Venezuela in connection with activities conducted by the mixed company during such calendar year, such as royalties applicable on extracted hydrocarbons (including the additional
royalty indicated in the preceding item (i), income tax and any other tax or contribution calculated on the basis of income (either gross or net), and investments in domestic development projects amounting to one percent (1%) of profit
before taxes).
In 2011, the Venezuelan government enacted Decree No. 8,807/12, amending the Law of Special Contribution to
Extraordinary Prices in the International Hydrocarbons Market, which had introduced a special tax payable by companies exporting or transporting liquid hydrocarbons and oil by-products outside Venezuela, to be applied when the average price of
the basket of Venezuelan liquid hydrocarbons exceeded a stated price. Decree No. 8,807/12 modified the special tax by creating two special contributions, one for extraordinary prices and another for exorbitant prices, to
be applied to the difference between the price set forth by the Venezuelan national budget and the monthly average of international prices of the basket of Venezuelan liquid hydrocarbons. In 2013, the Venezuelan government reformed the Decree,
introducing modifications and updating the rates of these specials contributions. Under such Decree, when the monthly average of international prices of the basket of Venezuelan liquid hydrocarbons exceed U.S.$80 per barrel, these are considered
exorbitant prices. These special contributions are recorded by mixed companies as selling expenses in their financial statements and negatively impact the mixed companies.
OPEC
Venezuela is
a founding member of OPEC. In the past, PDVSA, under instructions from the Ministry of Energy and Oil, has adjusted its own production to ensure that Venezuela complies with production quotas set by OPEC.
The Venezuelan government has created a policy of strict compliance with the production quotas established by OPEC. Article 6 of the
Hydrocarbons Organic Law requires all persons who perform activities regulated by the Hydrocarbons Organic Law to comply with production cuts, such as those that may be set by OPEC. Hence any production cuts may directly affect private producers,
contractors, PDVSA and mixed companies.
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Exchange Controls
On February 5, 2003, the Venezuelan government introduced exchange controls. These regulations state that companies established for the
purpose of developing any of the activities described in the Hydrocarbons Organic Law may maintain accounts in currencies other than the currency of Venezuela in banking or similar institutions outside of Venezuela only for purposes of meeting their
obligations outside Venezuela. The Central Bank of Venezuela must approve these accounts. Any other foreign currency generated by these companies must be sold to the Central Bank of Venezuela. These companies cannot acquire foreign currency from the
Central Bank of Venezuela to make foreign currency payments. These same exchange controls are applicable to mixed companies.
Additional Matters
Companies operating in the hydrocarbons sector in Venezuela that meet certain income thresholds are also required to contribute a percentage of
gross income to scientific, technological and research programs. Hydrocarbon companies operating as mixed companies are also required to contribute to social programs. Additionally, employers of more than 50 employees are required to contribute to
social programs aimed at reducing drug trafficking and substance abuse.
Bolivian Regulatory Framework
In Bolivia, the petroleum and gas industry is regulated by the System of Regulation by Sectors (the SIRESE), which regulates,
controls and supervises telecommunications, electricity, hydrocarbons, transportation and water activities, to ensure that they operate efficiently and protect the interests of users, service providers and the Bolivian state by contributing to the
development of the country. In May 2005, a new hydrocarbons law, Law No. 3,058, was enacted, which, among other things, significantly increased taxes for companies in the industry. The law imposed an 18% royalty and a 32% direct tax on
hydrocarbons applicable on 100% of production. These new taxes were imposed in addition to applicable taxes under existing Law No. 843.
In May 2006, the Bolivian government enacted Supreme Decree No. 28,701, which provided, among other things, for the nationalization of
hydrocarbon resources in Bolivia. This decree mandated that as of May 1, 2006, oil companies had to deliver all property related to hydrocarbon production for sale to the national operator, YPFB. In addition, this decree provided that the
Bolivian state would recover full participation in the entire oil and gas production chain and to that end provided for the nationalization of the shares of stock necessary for YPFB to have at least 50% plus one of the shares in a number of
companies.
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ORGANIZATIONAL STRUCTURE
The following diagram illustrates the corporate organizational structure of PESA and its subsidiaries, associates and joint ventures, as of
the date of this Annual Report:
In addition to the companies included in this chart, we have holding companies in Spain, Bolivia, the
Cayman Islands and Argentina, which are not reflected in the chart. Some of our material subsidiaries and associates are held through such holding companies.
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The following diagram illustrates the ownership structure of PESA as of the date of this Annual Report:
PROPERTY, PLANT AND EQUIPMENT
PESA has freehold and leasehold interests in various countries in South America, but there is no specific interest that is individually
material to the Company. The majority of our property, consisting of oil and gas reserves, service stations, a refinery, petrochemicals plants, power plants, manufacturing facilities, stock storage facilities, pipelines, oil and gas wells, and
corporate office buildings, is located in Argentina. As of the date of this Annual Report, we also have interests in crude oil and natural gas operations outside Argentina, in Venezuela and Bolivia.
Item 5.
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OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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The following discussion should be read in
conjunction with, and is entirely qualified by reference to, our Audited Consolidated Financial Statements and the notes thereto. Our Audited Consolidated Financial Statements were prepared in accordance with IFRS as issued by the IASB. See
Item 3. Key InformationSelected Financial DataPresentation of Financial Information in accordance with IFRS.
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ANALYSIS OF CONSOLIDATED RESULTS OF OPERATIONS
OVERVIEW
We are a leading energy company in Argentina focused on maintaining profitability and meeting our social and environmental responsibility
goals. We are engaged in:
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oil and gas exploration and production;
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refining and distribution;
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Our principal place of business has historically been Argentina, but as of
December 31, 2015 we also had operations in Venezuela, Bolivia and Ecuador. Approximately 81% of our total assets, 99% of our sales, 92% of our combined crude oil and gas production and 90% of our proved oil and gas reserves were located in
Argentina as of December 31, 2015. Fluctuations in the Argentine economy and actions adopted by the Argentine government have had and will continue to have a significant effect on Argentine private sector entities, including us. See Item
3. Key InformationRisk Factors.
Year to year fluctuations in our income are a result of a combination of factors, principally
including:
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The volumes of crude oil, oil products and natural gas we produce and sell;
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Changes in international prices of crude oil and oil by-products, which are denominated in U.S. dollars;
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Fluctuations in the Argentine peso/U.S. dollar exchange rate;
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Changes to our capital expenditures plan and the related depreciation expense;
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Price and export controls on crude oil and oil by-products imposed by the Argentine government; and
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Changes in other laws or regulations affecting our operations, including with respect to tax and environmental matters.
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FACTORS AFFECTING OUR CONSOLIDATED RESULTS OF OPERATIONS
(1) Argentine Economic Situation
Fluctuations in the Argentine economy have had and will continue to have a significant effect on Argentine private sector entities, including
us. Specifically, we have been affected and might continue to be affected by Argentine tax regulations, the value of the peso against foreign currencies, inflation, interest rates, and the general political, social and economic environment in and
affecting Argentina.
(a) Value of the Peso Against Foreign Currencies
As of December 31, 2015, the peso-U.S. dollar rate of exchange was Ps.13.04 per U.S. dollar, compared to Ps.8.55 and Ps.6.49 per U.S.
dollar as of December 31, 2014 and 2013, respectively.
As of December 31, 2015, 2014 and 2013, a significant portion of our
financial debt was denominated in U.S. dollars. This situation exposes us to risks associated with the exchange rate. However, the impact on our results of operations derived from variations in the exchange rate related to our financial debt over
such periods was partially mitigated by gains recorded on certain financial assets maintained in U.S. dollars and on net investments in foreign operations denominated in foreign currency, which are disclosed in Shareholders Equity under
Other Comprehensive Income in the Consolidated Statement of Comprehensive Income.
Accordingly, the exchange differences for
fiscal years 2015, 2014 and 2013 accounted for net gains of Ps.40 million, Ps.307 million and Ps.171 million, respectively.
After several years of moderate variations in the nominal exchange rate, the peso lost more than 30% of its value with respect to the U.S.
dollar in each of 2013 and 2014, and in 2015, the peso lost approximately 52% of its value against the U.S. dollar, including a depreciation of approximately 35% mainly experienced after December 17, 2015 following the announcement of the
lifting of most foreign exchange controls. Since the devaluation in December 2015, the Central Bank has allowed the peso to float and limited interventions to those needed to ensure the orderly functioning of the foreign exchange market (See
Risk FactorsFactors Relating to ArgentinaFluctuations in the value of the peso could adversely affect the Argentine economy, and consequently, our results of operations or financial condition). As of April 15,
2016, the exchange rate was Ps.14.05 to U.S.$ 1.00. We are unable to predict the future value of the peso against the U.S. dollar.
See
Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected and may continue to adversely affect our financial condition and results of operations. and
Fluctuations in the value of the peso could adversely affect the Argentine economy, and consequently, our results of operations or financial condition.
(b) Inflation
Historically, the Argentine economy has exhibited significant volatility, characterized by periods of high inflation.
In accordance with IFRS, our financial information has not been adjusted to reflect inflation.
According to inflation data published by the INDEC, from 2011 to 2014, the Argentine CPI increased 9.5%, 10.8% , 10.9% and 24.0% in each of
those years, respectively, and 11.9% in the ten-month period ended October 31, 2015. The WPI increased 12.7%, 13.1%, 14.8% and 28.3% in each of those years, respectively, and 10.6% in the ten-month period ended October 31, 2015. In
November 2015, the INDEC suspended the publication of the CPI and the WPI.
In January 2016, the new administration, through Decree
No. 55/2016, declared a state of administrative emergency in the national statistics system until December 31, 2016 and the new INDEC authorities announced the discontinuation of the methodology previously used to measure inflation, and
suspended the publication of all indices until the INDEC is in a position to calculate such indices based on adequate and reliable official data. The INDEC has suggested using CPI figures published by the Province of San Luis and the City of Buenos
Aires for reference, in the meantime. According to the Province of San Luis reports, the inflation rate was 2.9%, 6.5%, 4.2%, 2.7% and 3.0%, in November 2015, December 2015, January 2016, February 2016 and March 2016,
respectively. According to the City of Buenos Aires reports, the inflation rate was 2.0%, 3.9%, 4.1%, 4.0% and 3.3%, in November 2015, December 2015, January 2016, February 2016 and March 2016, respectively. See Item 3.
Key InformationRisk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected and may continue to adversely affect our financial condition and results of operations.
Sustained inflation in Argentina, without a corresponding increase in the price of products sold by us in the domestic market, would have an
adverse effect on our results of operations and financial position. Inflation could also adversely affect comparability among the different periods presented herein and our productivity and profitability. See Item 3. Key
InformationSelected Financial DataConsideration of the effects of inflation and Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaEconomic and political instability in Argentina has affected
and may continue to adversely affect our financial condition and results of operations.
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(2) Regulation of the Energy Industry in Argentina
Over the past several years, except for the period that followed the global financial crisis in the third quarter of 2008 and recently,
following the decrease in international oil prices, commodity prices of hydrocarbon products experienced an extended period of sustained increases. The Argentine government imposed a series of regulations, particularly focused on the energy sector,
aimed at reducing the impact of inflationary pressures from such high prices and seeking to ensure energy supplies to the domestic market. Recently, the Argentine government has adopted other regulations intended to mitigate the impact of lower
international prices on domestic oil and gas companies.
The level of government intervention in the economy may continue or increase,
which may affect Argentinas economy and, in turn, our business, results of operations and financial condition. See Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaGovernment intervention in the Argentine
economy could adversely affect our results of operations or financial condition.
(a) Natural Gas
Resolution No. 599/07 of the SE approved the Natural Gas Producers Agreement to ensure sufficient supply to meet the domestic demand for
gas, and to the gradual recovery in prices in all market segments. This resolution established domestic market supply commitments for each producer and provided for successive maturities for each segment, with the residential supply commitment
expiring last, in 2011. As a result, each segments market share was uniformly distributed among producers and regulated prices remained low for the above-mentioned segments. The SE issued Resolution No. 172/11 on December 29, 2011,
which provided for a provisional extension until substitute measures were adopted. PESA continues, as of the date of this Annual Report, to be subject to the same supply commitments with respect to the priority Argentine domestic market demand.
With respect to the CNG segment, in August 2012 the SE, through Resolution No. 1,445/12, set a price relating to natural gas for CNG
services of Ps.0.4945 per cubic meter, representing an increase of approximately 300%, and provided for the investment of the additional resources obtained in the development of conventional gas resources.
In January 2007, through SE Resolution No. 1,886/07, the SE confirmed that hydrocarbon exports were contingent upon adequate satisfaction
of domestic demand and that export sales had to be authorized on a case-by-case basis by the Argentine government. See Item 3. Key InformationRisk FactorsFactors Relating to Our BusinessLimits on exports of hydrocarbons and
related oil products have affected and may continue to affect our results of operations.
Within the scope of the long-term gas
supply agreements entered into between the governments of Argentina and Bolivia whereby a gas price of U.S. $5/MMBtu was initially established, subject to adjustment pursuant to a formula based on international reference prices for gas and its
by-products, gas imports were placed under the responsibility of ENARSA. In order to avoid the impact of the price increase on domestic consumers, the Argentine government required that the increase in import gas prices be passed through to exports,
through an increase in withholding taxes. This was implemented in August 2006 through Resolution No. 534/2006 issued by the Ministry of Economy and Production, whereby the tax rate on natural gas exports was increased to 45% based on the price
for gas imports from Bolivia of U.S.$ 5/MMBtu. In March 2008, through Resolution No. 127/08 of the Ministry of Economy and Production the tax rate was increased to 100%, which rate was calculated using the highest price for natural gas imports
into Argentina, either gas imports from Bolivia or regasified liquefied natural gas (LNG) imports.
In September 2008, through Resolution
No. 1,070/08 of the SE, the Argentine government approved an agreement with natural gas producers for a reduction in the price of 10 kg butane cylinders. This agreement resulted in an increase in natural gas prices of 15% for residential users,
8% for CNG and 13% for electricity generation. The reduction in the LPG sales price is financed with contributions by producers, originally equivalent to 65% of the price increase resulting from the above resolution, and subsequently equivalent to
100% of such price increase as from December 2008. Under Resolution No. 1,417/08 of the SE, an 80% increase was imposed on the price applicable to a sector of the R3 residential segment beginning in November 2008. The Natural Gas Producers
Supplementary Agreement approved by Resolution No. 1,070/08 of the SE was renewed for 2010, 2011, 2012, 2013, 2014 and 2015. In 2015 the Argentine government, through Resolution No. 72/15 of the SE, discontinued the way in which it
subsidized residential LPG consumption (i.e. by means of increases in the price for producers) and implemented a direct subsidy for the benefit of certain end users.
In addition, a trust fund was created (pursuant to Decree No. 2,067/08) to cover natural gas imports required to secure supply to the
domestic market. The resulting expenses are borne by users of the regulated transportation and/or distribution services, by natural gas processing companies and by gas consumers receiving gas directly from producers without using natural gas
transportation or distribution systems.
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In October 2010, through ENARGAS Resolution I-1,410, the natural gas delivery method was
modified, placing a priority on supply to meet the residential and CNG segments demand. As a result, each distribution company was able to request volumes on a daily basis above committed volumes under the Natural Gas Producers Agreement
(pursuant to Resolution No. 599/07 of the SE). This was the only method to request natural gas from producers for the residential segment after expiration of the Natural Gas Producers Agreement in December 2011. In December 2011, the Argentine
government, through Resolution No. 172/2011 of the SE, unilaterally extended the terms of the Natural Gas Producers Agreements until substitute measures were adopted.
In November 2011, through ENARGAS Resolution No. 1,982, the amount to be received by the trust fund created under Decree
No. 2,067/08 was increased according to consumption levels, and the consumer base falling within the scope of the resolution was broadened. Subsequently, ENARGAS Resolution No. 1,991/2011 addressed large consumers falling within the scope
of such resolution and provided a method to request exclusion, if applicable. Consumption of natural gas at the Refinery in connection with oil refining activities, and at the Cóndor and Barda Las Vegas plants, in Santa Cruz, in connection
with natural gas processing, fell within the scope of the above resolution.
Law No. 26,741, which was passed in May 2012, declared
the achievement of self-sufficiency in hydrocarbons supply and the activities of exploration, exploitation, industrialization, transportation and marketing of hydrocarbons to be of public interest. In addition, YPFs and Repsol YPF Gas
S.A.s net assets were declared to be of public interest and Repsols interests in those entities became subject to expropriation in an amount equal to up to fifty one per cent (51%) of total equity.
By means of Decree No. 1,277/12, which was passed in July 2012, the Argentine government approved the regulations for the implementation
of Law No. 26,741 and issued the Rules of the Argentine Hydrocarbons Sovereignty regime. These rules provide for the development of a National Hydrocarbons Investment Plan with the stated goals of maximizing investment and ensuring
sustainability of related activities in the short, medium and long term, and created the Commission. In addition, Decree No. 1,277/12 abrogated certain sections of Decree Nos.1,055/89, 1,212/89 and 1,589/89 that had provided for the free
availability of hydrocarbons produced in granted concession areas, free commercialization of hydrocarbons products in the domestic and foreign markets, and the freedom to set prices. As of the date of this Annual Report, the Company has complied
with all applicable reporting requirements set forth in Decree No. 1,277/12.
In February 2013, the Commission issued Resolution
No. 1/2013 establishing the Gas Program I. Under such program, producers were required to submit their projects for an increase in total natural gas injection for a maximum period of five years, with a view to increasing production and
achieving higher activity and employment levels in the sector. A price of U.S. $7.50/MMBTU was established for natural gas excess injection, with penalties involving LNG imports in the case of non-compliance with committed volumes. PESA
submitted its project but ultimately did not participate in the program.
In November 2013, through Resolution No. 60/2013 (modified
in March 2014 by Resolution No. 22/2014), the Commission created the Gas Program II. Producers were required to submit projects to increase natural gas production levels no later than April 30, 2014. Such program was directed to companies
without previous production or with a maximum production of 4 MMm
3
/d, with price incentives in the case of production increases and penalties involving LNG imports in the case of non-compliance
with committed volumes. Moreover, companies eligible for the Gas Program I and meeting the relevant requirements were entitled to request withdrawal from Gas Program I and admission to Gas Program II.
In August 2014, the Ministry of Economy and Public Finance, through Resolution No. 139/2014, introduced additional changes to Resolution
No. 60/2013, including, among other amendments, the elimination of the previous injection limit and setting of two annual registration periods. We requested to participate in this program and were registered through Resolution No. 13/2015
issued by the Secretary of Economic Policy and Development Planning of the Ministry of Economy and Public Finance.
On April 7, 2014,
the SE issued Resolution No. 226/2014 to implement a Program for the Rational Use of Natural Gas, whereby subsidies to producers who participate in the plan adopted under Commission Resolution No. 1/2013 are reduced through the
implementation of a new price schedule for the residential and CNG segments. The program encourages a reduction in consumption by residential users by maintaining the current tariff if users reduce consumption by more than 20% compared to the
previous year, or by applying a partial increase (50% with respect to the increase applied to users who do not reduce consumption at all) if users reduce between 5% and 20%. If there is no reduction in consumption, the new price schedule for the
residential segment will be rolled out in stages, with a first stage beginning in April 1, 2014, a second stage beginning in June 1, 2014 and a third stage beginning in August 1, 2014, with average increases of 150%, 300% and 500%,
respectively. Users located within the distribution area covered by Camuzzi Gas del Sur or any sub-distribution company in the South of Argentina were not made subject to the price increases due to weather conditions in the area. As regards the CNG
sector, the schedule provides for increases of 24%, 36% and 48%, respectively, for each partial increase. In April 2016, Resolution No. 28/2016 of the Ministry of Energy and Mining increased the natural gas prices for the residential segment,
representing an average increase of approximately 500%. This new regulation also encourages a reduction in consumption by residential users by applying tariff discounts in the range of 20% to 50% to users that reduce comsumption by 15% or more
compared to the previous year. Additionally a social tariff for low income users was set.
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On October 31, 2014, Resolution No. 231/2014 of the Commission established that the
price for natural gas intended for CNG consumption will be adjusted on a monthly basis tracking increases in the average price for high grade gasoline above 93 RON or any other product that replaces it in the future, as provided in such resolution.
Prices of CNG are published on the website of the SE. In April 2016, Resolution No. 34/2016 of the Ministry of Energy and Mining repealed Resolution No. 231/2014 and increased the price of natural gas intended for CNG consumption
establishing a pricing scheme per basin, with prices ranging between U.S.$4.80/MMBTU and U.S.$5.70/MMBTU, representing increases between 200% and 250%. These prices were set in pesos and no monthly update was established.
In December 2015, the new administration dissolved the Commission. Certain of the Commissions functions and duties were assumed by the
Ministry of Energy and Mining. Through Decree No. 272/2015, the Ministry of Energy and Mining is tasked with completing a comprehensive review of the rules relating to the registration and disclosure requirements applicable to companies
operating in the oil and gas sector. However, until any changes in laws or regulations are enacted, we are uncertain as to how any such changes may affect our business and results of operations. Changes made in connection with the Ministry of Energy
and Minings review, or any further changes in the regulatory framework, may have an adverse effect on the business, revenues and operations of companies operating in the Argentine oil and gas sector, including us.
(b) Withholding Taxes on Exports
Taxes withheld are deducted from the sales price of exported hydrocarbons. The Public Emergency Law established withholding taxes on exports of
hydrocarbons to last for five years from March 1, 2002, which period was subsequently extended for five years beginning in January 2007 and five further years beginning in January 2012 pursuant to Law No. 26,217 and No. 26,732,
respectively.
This tax regime was modified by Resolution No. 394/07 issued by the Ministry of Economy in November 2007, which
provided for the application of an incremental withholding tax rate to crude oil exports.
In October 2014, through Resolution
No. 803/14, the Ministry of Economy and Public Finance amended Resolution No. 394/07, modifying the withholding tax on hydrocarbon exports to link the rate (ranging from 10% to 13%) to a specific price schedule.
Resolution No. 1,077/14 of the Ministry of Economy and Public Finance became effective on January 1, 2015, superseding Resolutions
No. 394/07 and No. 803/14 and providing that for so long as the international price of crude oil is less than U.S.$71 per barrel, the applicable withholding tax rate shall be 1%, and incremental tax rates will apply for so long as the
international price of crude oil is equal to or higher than U.S.$71 per barrel.
Natural gas exports are taxed under Resolution
No. 127/08 of the Ministry of Economy (which amended Resolution No. 534/06). Natural gas exports are subject to a withholding tax levied at 100% of the highest price set for natural gas under any applicable agreement for natural gas
imports into Argentina. Under Resolution No. 127/08, the method for calculating withholding taxes on exports of crude oil, under Resolution Nos. 394/07 and 1/13, is also applicable to LPG. Resolution No. 60/2015 of the Ministry of Economy
reduced withholding tax on LPG exports from 45% to 1% and Resolution No. 36/2015 of the SE modified the method for calculating the prices of LPG products.
See Item 3. Key InformationRisk FactorsFactors Relating to Our BusinessExport taxes on our products have negatively
affected, and may continue to negatively affect, the profitability of our operations.
(c) Downstream Margins
Downstream margins declined significantly after the enactment of the Public Emergency Law in January 2002. Since that time, the Argentine
government has actively intervened in the fuel market to secure domestic supply and limit increases in the price of gasoline and diesel at the retail level in the domestic market. See Item 3. Key InformationRisk FactorsFactors
Relating to Our BusinessLimitations on local pricing in Argentina may adversely affect our results of operations.
In order to
secure domestic supply, in the face of growing demand and the inability of Argentine refineries to significantly increase production levels, in 2006 the Secretary of Domestic Commerce promulgated Resolution No. 25/06, which required refining
companies to supply all diesel market demand with a baseline equal to the demand for the same month of the prior year, plus an estimated market variation.
Under Law No. 26,022, diesel imports and sales in the domestic market of volumes imported during 2006 and 2007 were exempt from taxes on
liquid fuels, natural gas and diesel, and from other taxes. During subsequent years, this exemption was incorporated into the Argentine Budget Law and the SE has since issued several resolutions proposing that hydrocarbon market operators
participate in this regime. PESA relied on this tax exemption to import 162,563 cubic meters of diesel in 2013 and 170,733 cubic meters of liquid fuel in 2014. In March 2015, the Ministry of Economy issued Resolution No. 35/2015 revoking the
tax exemption on imported diesel and gasolines as from January 2015.
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Commencing in 2007, the Argentine government allowed gradual increases in fuel prices, which
facilitated a partial recovery in our margins. On April 10, 2013, Resolution No. 35/13 of the Secretary of Domestic Commerce set maximum sales prices for liquid fuels for a period of six months, later extended for 45 additional days
(Resolution No. 108/13).
In January 2014, following the depreciation of the peso against the U.S. dollar, domestic oil and fuel
prices temporarily decreased. International crude oil and related oil product prices declined significantly during the second half of 2014. As a result, in October 2014, the Ministry of Economy issued Resolution No. 803/14, which was later
superseded by Resolution No. 1,077/14, setting forth a reduced withholding tax schedule to ensure the hydrocarbon industrys profitability and investment level in order to achieve self-sufficiency. Furthermore, the Argentine government
issued Decree No. 2579/2014, reducing fuel transport taxes on certain diesel and unleaded gasoline products, and water infrastructure fund taxes that apply to transfers of certain unleaded gasoline products. In January 2015, retail prices in
pesos on diesel and gasoline were reduced by 5%.
Domestic oil prices dropped by U.S.$7 per barrel in the first quarter of 2015 compared
to the price in effect as of December 31, 2014. In addition, on February 4, 2015 the Commission issued Resolution 14/2015 creating the Crude Oil Production Stimulus Program (
Programa de Estímulo a la Producción de
Petróleo Crudo
), to be in effect from January 1, 2015 to December 31, 2015 providing for export and/or production stimulus payments for registered companies subject to certain requirements. Furthermore, in March 2015, the
Ministry of Economy issued Resolution No. 35/2015 revoking the tax exemption on imported diesel and gasolines as from January 2015.
On December 31, 2015, the BRENT crude oil price fell below U.S.$38 per barrel, representing approximately a 28% decrease compared to the
2015 average price of U.S.$ 52.30 per barrel. Domestic crude oil prices decreased by an additional 10% in 2016, compared to the price in effect as of December 31, 2015, resulting in a price of U.S.$67.50 and U.S.$54.90 per barrel for
Medanito and Escalante crude oil, respectively. However, as of the date of this Annual Report, domestic crude oil and refined products prices exceed in general the international prices for such products.
On March 9, 2016 the Ministry of Energy and Mining issued Resolution No. 21/2016 creating an export stimulus program for Escalante
crude oil surplus (i.e., after domestic demand is satisfied) from the San Jorge Gulf Basin, effective from January 1, 2016 through December 31, 2016. The additional compensation to which such exports are entitled is to be paid for each
shipment provided that the average price of Brent oil does not exceed U.S.$47 per barrel in the period beginning two days prior to such shipment and ending two days after such shipment. The compensation to be paid by the Argentine government to
eligible exporters amounts to U.S.$7.50 per barrel, as long as the criteria is met.
We cannot assure you that the Argentine government
will not make further regulatory changes that could adversely affect our downstream margins.
(d) Electricity Generation
With the enactment of the Public Emergency Law, the Argentine government implemented the pesification of dollar-denominated prices
in the MEM, and set a cap on prices that could be charged for gas used in electric power generation. As a result of this regulation, electricity prices failed to reflect total generation costs. This discrepancy led to the gradual depletion of the
Stabilization Fund (
Fondo de Estabilización
), causing an increasing deficit, which in turn prevented CAMMESA from settling accounts normally with market agents.
In an effort to reduce the Stabilization Fund deficit, the Argentine government initially made contributions to the fund and reinstated
seasonal adjustments, recognizing some of the increased costs resulting from the recovery of natural gas prices pursuant to applicable regulations in the determination of wholesale spot prices. Subsequently, the SE encouraged MEM creditors to
participate in investments in electric power generation in order to increase the available supply of electric power generation in Argentina. For this purpose, two investment funds were organized, FONINVEMEM I and II. The financing of FONINVEMEM I
and II was made through the contribution of 35% and 50% of the credit balances recorded in the 2004-2006 period and in the year 2007, respectively, resulting from the spread between the selling price of energy and the variable generation cost in the
spot market. The total contribution by all wholesale electric market private creditors is estimated at U.S.$530 million for all periods, of which PESA contributed U.S.$55 million, dedicating U.S.$39 million to FONINVEMEM I and U.S.$16 million to
FONINVEMEM II.
On October 17, 2005, under the terms of Resolution No. 1,193 of the SE, PESA and other MEM creditors formally
announced their decision to manage the construction, operation and maintenance of two power plants of at least 800 MW each, the Termoeléctrica Manuel Belgrano and Termoeléctrica José de San Martín plants. Combined
construction costs of the plants was approximately U.S.$1.3 billion and was funded with contributions to FONINVEMEM I and II, with an additional charge imposed on consumers, and with contributions from the Argentine government.
The gas turbines of the Termoeléctrica Manuel Belgrano and Termoeléctrica José de San Martín power plants were
operating in open cycle mode as of December 31, 2009 and in combined cycle as from the first quarter of 2010.
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By December 31, 2009 the funds contributed by the Company to FONINVEMEM II had been fully
recovered through investment in additional electricity generation projects under Resolution No. 564/2007 issued by the SE, whereby the Company built Genelba Plus, a 165 MW thermoelectric plant close to the existing Genelba Power Plant.
PESA began recovering amounts contributed to the FONINVEMEM I in 120 monthly installments in March 2010, upon authorization of commercial
operations of both power plants in the combined cycle mode referred to above.
In 2008, as a consequence of the increasing deficit in the
Stabilization Fund, CAMMESAs debt with generation agents, including us, gradually increased. Therefore, generation companies only received payment from CAMMESA for variable production costs and for power and services such as the primary
frequency response system, but not for the margin (between the spot price and the variable production cost) on sales to the spot market. For the purpose of remedying this situation and securing generation supply, the SE issued Resolution
No. 724/08 aimed at improving the collection priority of generation companies. Under this resolution, generation companies were able to submit projects for the expansion of the lifespan and/or generation capacity of their units for the purpose
of ensuring priority in the collection of credit balances owed by CAMMESA.
During 2010, several resolutions were approved to improve the
operating margins of electricity generators. Under Notes No. 6,169 and No. 6,866 of the SE, CAMMESA was instructed to accept assignment beginning May 1, 2010 of gas and transportation agreements by electric power generators, to
centralize and optimize delivery of natural gas to the electricity generation sector. In exchange, a gross margin is accrued to electricity generators as if generation were performed with natural gas, regardless of the fuel used. SE Resolution
No. 7,548, applicable to energy sold pursuant to the Energy Plus Program, was subsequently published and pursues the same objective. As of the date of this Annual Report, the above mentioned resolutions have been renewed and remain in effect.
On November 25, 2010, an agreement was entered into between generators and the SE to start readjustment of the MEM and comply with
SE Resolution No. 1,427/04. Pursuant to this agreement, generators expected to start receiving a higher fee for monthly generation capacity availability, regardless of the actual dispatches to the SIN. In addition, higher operation and
maintenance costs were to be recognized according to fuel used for generation. Generators, in turn, undertook to continue with their maintenance investment plans and to make investments with the proceeds from sales which generated the credit with
CAMMESA described above. This agreement was terminated in 2012.
In November 2011, a new seasonal price was approved for the November 2011
to April 2012 period, reflecting values close to actual market costs. In subsequent resolutions, regulatory entities jointly started to reduce subsidies previously granted to certain industrial, commercial and residential sectors. These measures are
aimed principally at providing greater predictability to market agents and supporting an economic and financial readjustment of economic transactions in the MEM.
In March 2013, the SE issued Resolution No. 95/2013 involving changes in the compensation scheme for MEM generators, co-generators and
self-generators except for Plus generators, binational hydroelectric generators and nuclear generators, among others. The following changes are applicable to generators adhering to this new scheme:
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changes in the compensation of generation companies according to their production scale and technology. Non-fuel fixed and variable costs and additional compensation are paid; payment of the latter two items is subject
to the generation of each power plant, with a portion of the additional compensation being applied to a trust to finance works in the electricity sector; and
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temporary suspension of private agreements between generators and larger users in the MEM, in connection with both energy and fuels and related products, which are now managed by CAMMESA.
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In May 2014, the SE issued Resolution No. 529/2014 adjusting the prices applicable under Resolution No. 95/2013 and introducing the
following changes:
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an incentive for thermal generation in the most critical months for demand, improving the compensation of generation companies with high availability; and
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a new compensation item called Compensation for Non-Recurring Maintenance. Such compensation is accrued by, and only paid to, the generation companies that perform maintenance works on current equipment to
support or increase availability.
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Resolution No. 95/2013, as amended by Resolution No. 529/2014, provided for regulatory
changes in the MEMs method of compensation of generation companies according to their production scale and technology affecting the Genelba Combined Cycle and Pichi Picún Leufú Hidroelectric Complex operations.
In July 2015, and with retroactive effect as from February 2015, Resolution No. 482/2015 issued by the SE set forth an adjustment in the
compensation established under Resolution No. 529/2014 and incorporated of the following compensation items, based on production level and technology:
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Resources for FONINVEMEN 2015-2018 investments, to be allocated to generators participating in investment projects approved by the SE.
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2.
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Incentives for electric power production and operational efficiency.
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In December 2015,
through Decree No. 134/2015, the Argentine government declared a state of emergency with respect to the national electricity system that will remain in effect until December 31, 2017. The state of emergency allows the Argentine government
to take actions designed to guarantee the supply of electricity in Argentina such as instructing the Ministry of Energy and Mining to elaborate and implement, with the cooperation of all federal public entities, a coordinated program to guarantee
the quality and security of the electricity system and rationalize public entities consumption of energy.
In March 2016, Resolution
No. 22/2016 of the Ministry of Energy and Mining set forth an update in the compensation established for electricity generators with retroactive effect as from February 2016.
(e) Regulation of Utilities
The
Public Emergency Law pesified tariffs for public utility services at a Ps.1.00 = U.S.$1.00 parity and prohibited the increase of these tariffs based on indexation factors. In addition, the Argentine government was authorized to renegotiate the terms
of contracts relating to the provision of public utility services, taking into account the following criteria: (i) the impact of tariffs on economic competitiveness and on income distribution; (ii) the quality of services to be provided
and/or the capital expenditure programs provided for in the contracts; (iii) the interest of customers and accessibility to services; (iv) the safety of the system; and (v) the companies profitability.
In July 2003, UNIREN was created under the joint jurisdiction of the Ministry of Economy and the Ministry of Federal Planning. UNIRENs
mission is, among other purposes, to provide assistance in the renegotiation of contracts with utilities, execute comprehensive or partial agreements with utility companies and submit regulatory projects related to transitional price and rate
adjustments. Pursuant to Law No. 27,200, enacted in December 2015, the term to renegotiate contracts for public works and utility services was extended through December 31, 2017.
On April 7, 2014, the ENARGAS passed Resolution No. 2,852/14 defining the new tariff schedules that include an increase in the rate
applicable to natural gas transportation rates. The increase in the rate is staggered as follows: 8% from April 1, 2014, 5.5% from June 1, 2014 and 5.3% from August 1, 2014, or a cumulative increase of 20%.
On June 5, 2015, the ENARGAS issued Resolution No. 3,347, complementary to the Resolution No. 2,852/14, defining an increase in
the tariff schedules applicable to natural gas transportation as from May 1, 2015, which represented a temporary increase of 44.3% in the price of natural gas transportation and 73.2% in the CAU.
On February 16, 2016, through Decree No. 367/2016, dissolved the UNIREN and transferred the responsibility of renegotiating public
service agreements to the ministries with jurisdiction over the relevant activity. The Ministry of Energy and Mining and the Ministry of Economy and Public Finance assumed UNIRENs duties regarding TGSs renegotiation process.
Additionally, the new administration, Decree No. 367/2016 empowered such ministries jointly with the Ministry of Economy and Public
Finance to conclude partial renegotiation agreements and temporary price and tariff adjustments that are necessary to ensure the continuity of the normal provision of the corresponding public services, until the completion of the comprehensive
renegotiation process, which shall be effected as an advance of future increases pursuant to the comprehensive tariff review.
These
transitional adjustments were made in advance of future increases allowed pursuant to the comprehensive renegotiation process. Pursuant to Resolution No. 31/16 of the Ministry of Energy and Mining, TGS and the ENARGAS are expected to conclude
the renegotiation process within twelve months following the issuance of Resolution No. 3,724/16.
On March 31, 2016, the
ENARGAS issued Resolution No. 3,724, which approved the tariff schedule applicable as from April 1, 2016, including the CAU for the Natural Gas Transportation business segment, which represented a 200.1% increase. This increase is
associated with the implementation of a Mandatory Investment Plan to be fulfilled by TGS between April 2016 and March 2017, involving future capital expenditures of Ps.794.3 million to be overseen by the ENARGAS. Futhermore, TGS shall submit
evidence of compliance with such Mandatory Investment Plan to obtain ENARGASs prior authorization to distribute dividends.
92
These increases represent a partial recognition of TGS prior administrative claims, and as
such, TGS will continue with all legal actions initiated until it obtains full enforcement of its rights, including those necessary to accomplish the execution of the Comprehensive Agreement. See Item 4. Information on the CompanyGas and
EnergyGas TransportationTGSTariff Renegotiation Process.
(f) CIESAs Debt Restructuring
On July 13, 2012, CIESA, Grupo Pampa and PESA entered into a settlement agreement whereby all parties involved waived all claims, title
and interest under the lawsuit before the New York State courts and terminated the same. As a result of the agreement, CIESA paid off all of its financial debt by means of (i) the transfer to Grupo Pampa of 4.3% of TGSs shares;
(ii) a cash payment of approximately U.S.$130 million; (iii) the release of the remaining financial debt; and (iv) execution on July 13, 2012 of a fifth amendment to the CIESA Restructuring Agreement whereby, upon obtaining
governmental approval, Grupo Pampa will receive shares representing 40% of CIESAs capital stock which are currently held in trust by The Royal Bank of Scotland N.V. Sucursal, Argentina.
As a result of full payment of CIESAs financial debt, in the third quarter of 2012 we recorded a net gain of Ps.291 million
attributable to our equity interest in CIESA, of which Ps.221 million and Ps.165 million were shown under Other Operating Income and Share of Net Loss of Equity Accounted Investments, respectively, with a
Ps.95 million charge recorded in the Income Tax line item.
Pursuant to the settlemene agreement, CIESA notified the CNV
of the formal cancellation of its corporate bonds. On May 30, 2013, the CNV approved CIESAs withdrawal from public offering and listing through Resolution No. 17,904. See Gas TransportationTGSOur Interest in
TGS and Corporate Developments.
(3) Migration of Operating Agreements in Venezuela
In April 2005, the Venezuelan Energy and Oil Ministry instructed the Venezuelan national oil company, PDVSA, to review all operating agreements
signed with other oil companies between 1992 and 1997. The Ministry further instructed PDVSA to take all necessary action to convert those operating agreements into mixed companies whereby the Venezuelan government, through PDVSA, would be entitled
to majority ownership.
In March 2006, through our related companies in Venezuela, we signed a memorandum of understanding with PDVSA and
the CVP in order to effect the migration of our four pre-existing operating agreements. As a result, all of our operating service agreements were converted into mixed companies in which the Venezuelan government, through the CVP, holds at least 60%
of the share capital and private companies hold the remaining.
The operating conditions derived from the migration of pre-existing
operating agreements had an adverse impact on the recoverable value of our assets in Venezuela. The recoverability of these investments is highly sensitive to crude oil price volatility, to economic, social and regulatory changes in Venezuela and,
particulary to the business plans of mixed companies to reserves development. (see Note 17.2 to the Audited Consolidated Financial Statements).
See Item 4. Information on the CompanyOil and Gas Exploration and ProductionProductionProduction Outside
ArgentinaVenezuela and Item 3. Key InformationRisk FactorsFactors Relating to Our BusinessOur activities may be adversely affected by events in countries in which we do business.
(4) Commodities Prices
Our results of
operations and cash flows are exposed to risks related to the volatility of international prices, mainly crude oil and oil-related product prices.
International prices for crude oil have fluctuated significantly since July 2014. Changes in crude oil prices usually entail changes in the
price for oil-related products.
In 2015, the annual average price of Brent crude oil was U.S.$52.3 per barrel. A further decrease in
prices left the average price at U.S.$37.7 per barrel in December 2015. On April 15, 2016, price of Brent crude oil stood at U.S.$43.09 per barrel.
See Item 3. Key InformationRisk FactorsFactors Relating to Our BusinessSubstantial or extended declines and volatility
in the prices of crude oil, oil products and natural gas may have an adverse effect on our results of operations and financial condition and Limitation on local pricing in Argentina may adversely affect our result of operations.
93
(5) Oil and Gas Production in Argentina
Oil and gas reserves in Argentina have followed a downward trend in recent years. According to official data from the SE, proved oil and gas
reserves dropped by 9% in the 2009-2014 period. In 2015, oil production averaged 532 thousand barrels per day, remaining stable with respect to 2014. Gas production increased by 3.6% in the same period to an average of 117.8 million cubic
meters per day.
Our oil and gas reserves in Argentina declined by 12% in 2015. Our oil equivalent production dropped by 14% in 2015,
mainly due to the sale of our interest in the Santa Cruz I, Santa Cruz I Oeste and Santa Cruz II areas, all of them located in the Austral basin, and to a lesser extent, the natural decline of mature fields in Argentina.
The Companys business plan provides for exploration investments in Argentina.
Due to risks inherent in exploration activities, our management cannot assure you that this downward trend in our Argentine reserves will be
reversed.
(6) Operations in Ecuador
As from 2006, the Ecuadorian government introduced sweeping tax and regulatory reforms in the hydrocarbon sector which resulted in significant
changes to the terms and conditions set forth at the time of execution of the participation agreements.
See Item 4. Information on
the CompanyOil and Gas Exploration and ProductionProductionProduction Outside ArgentinaEcuador and Item 3. Key InformationRisk FactorsFactors Relating to Our BusinessOur activities may be
adversely affected by events in countries in which we do business.
(7) Changes in Our Oil and Gas Exploration and Production Portfolio
On December 2011, the Company relinquished 100% of the CAA-40 block and also relinquished its interests in the CAA-46 block, in the offshore
Malvinas basin.
On May 31, 2012, we purchased a 39.671% interest in PELSA from our controlling company, PPSL, for a price of
U.S.$249.4 million. As from such date, PESA has exercised control over PELSA with a 58.88% total equity interest. See Item 7. Major Shareholders and Related Party TransactionsRelated Party TransactionsAcquisition of
Companies.
In 2013, the Province of Chubut approved a ten-year extension of the concession agreement for the El Tordillo and La
Tapera-Puesto Quiroga areas.
On January 31, 2014, our Board of Directors approved the sale to YPF of our entire interest in the
Puesto Hernández Joint Operation (UTE) agreement, for a total price of U.S.$40.7 million. This transaction represented for us an early termination of the agreement entered into with YPF in 1991 to operate Puesto Hernández, which is an
area covering 147 km
2
and located in the Provinces of Neuquén and Mendoza.
On
December 30, 2014, the legislature of the Province of Rio Negro ratified the agreement entered into with the government of the Province of Rio Negro to extend for an additional 10-year term our concessions in 25 de Mayo-Medanito S.E.,
Jagüel de los Machos and Río Neuquén production fields. We operate those three areas and hold a 100% stake in the 25 de Mayo-Medanito S.E. and Jagüel de los Machos production fields. As part of our agreement to extend our
concessions, we agreed to transfer 5% of the rights and obligations arising from our concession in Río Neuquén field to Empresa de Desarrollo Hidrocarburífero Provincial S.A. (EDHIPSA). As of the date of this Annual Report the
transfer is still to be implemented.
On December 30, 2014, the legislature of the Province of Rio Negro also ratified its agreement
with PELSA (as operator of the relevant area), to extend our concession in the Entre Lomas field for an additional 10 years.
On
March 4, 2015, the Secretary of Energy of the Province of Salta granted us, through Resolution 07/2015, an extension of the second exploration period in the Chirete concession area for a period of two years. On March 19, 2015, our Board of
Directors approved the transfer of a 50% stake in the Chirete area to the High Luck Group which was approved by the authorities of the Province of Salta through Decree No. 3129 on September 10, 2015. On November 19, 2015, the
Secretary of Energy of the Province of Salta granted us an additional one-year extension of the second exploration period, which expires in November 2016.
On March 30, 2015, our Board of Directors approved the sale to CGC of our entire interest in the Austral Basin in Argentina, which
includes our interest in the UTEs in Santa Cruz I, Santa Cruz I Oeste, Glencross and Estancia Chiripá, our assets associated with Santa Cruz II, Punta Loyola Pier and oil and gas pipelines operated in the basin, for a total price of U.S.$101
million and recongnized income before income tax of Ps. 675 million. The relevant concessions cover an area of 11,500 km
2
and are located in the Province of Santa Cruz. Prior to transferring our
interest in the concessions, our share of the Austral Basins daily combined oil and gas production was approximately 15,000 barrels of oil equivalent per day.
94
In August 2015, the Province of Río Negro granted PELSA with the Exploitation Concession
for Lote Jarilla Quemada, which was part of Agua Amarga exploration area.
On September 7, 2015, the Province of La Pampa took
possession of the portion of the Jagüel de los Machos area located within the territory of La Pampa following the expiration of our concession over the area. Although an agreement had been reached between the government of the Province of La
Pampa and us prior to the expiration of the concession, in order to be binding, the agreement required approval by the provincial legislature which was not obtained.
In October and November 2015, in accordance with Section 5.2 of the association agreements relating to the Enarsa 1 and Enarsa 3
exploration areas in effect since April 2006 and November 2006, respectively, we informed our partners in those areas of our decision not to participate in the conversion of such agreements into exploration permits. In November 2015 and March 2016
we also informed such decision to the SE and the Ministry of Energy and Mining, respectively.
On July 24, 2015, the Province of
Neuquén approved the sale of 50% of our share in Parva Negra Este to ExxonMobil Exploration Argentina S.R.L.
(8) Divestment of Distrilec
On January 30, 2013, we sold our 48.5% indirect interest in Distrilec, Edesurs parent company, for U.S.$35 million and
recorded a loss of Ps.34 million on that investment (see Note 17.1.1 to the Audited Consolidated Financial Statement).
95
DISCUSSION OF RESULTS
The table below presents our selected consolidated financial data for the fiscal years indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in millions of pesos)
|
|
IFRS Summary Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
21,955
|
|
|
|
20,738
|
|
|
|
15,340
|
|
Cost of sales
|
|
|
(15,554
|
)
|
|
|
(14,490
|
)
|
|
|
(11,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6,401
|
|
|
|
6,248
|
|
|
|
4,080
|
|
Administrative and selling expenses
|
|
|
(2,921
|
)
|
|
|
(2,416
|
)
|
|
|
(1,797
|
)
|
Exploration expenses
|
|
|
(148
|
)
|
|
|
(70
|
)
|
|
|
(82
|
)
|
Other operating expenses, net
|
|
|
(123
|
)
|
|
|
(779
|
)
|
|
|
(571
|
)
|
Share of net loss of equity accounted investments
|
|
|
(1,290
|
)
|
|
|
(1,735
|
)
|
|
|
(279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,919
|
|
|
|
1,248
|
|
|
|
1,351
|
|
Financial results
|
|
|
(53
|
)
|
|
|
72
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
|
1,866
|
|
|
|
1,320
|
|
|
|
1,404
|
|
Income tax
|
|
|
(971
|
)
|
|
|
(742
|
)
|
|
|
(552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
895
|
|
|
|
578
|
|
|
|
852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company
|
|
|
853
|
|
|
|
458
|
|
|
|
779
|
|
Non-controlling interest
|
|
|
42
|
|
|
|
120
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
895
|
|
|
|
578
|
|
|
|
852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables set out sales, gross profit (loss) and operating income for each of our business segments
for the years ended December 31, 2015, 2014 and 2013. Sales eliminations relate to intersegment sales. Gross profit eliminations relate to adjustments to intersegment sales and costs associated with such sales. Intersegment transactions are
made at market prices.
The business segment year-to-year comparisons that follow include intersegment sales.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in millions of pesos)
|
|
Sales
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Exploration and Production
|
|
|
10,449
|
|
|
|
10,553
|
|
|
|
7,838
|
|
Refining and Distribution
|
|
|
12,093
|
|
|
|
11,476
|
|
|
|
8,146
|
|
Petrochemicals
|
|
|
4,509
|
|
|
|
4,436
|
|
|
|
3,348
|
|
Gas and Energy
(2)
|
|
|
4,625
|
|
|
|
3,487
|
|
|
|
2,704
|
|
Eliminations
|
|
|
(9,721
|
)
|
|
|
(9,214
|
)
|
|
|
(6,696
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
21,955
|
|
|
|
20,738
|
|
|
|
15,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (loss)
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Exploration and Production
|
|
|
3,330
|
|
|
|
3,534
|
|
|
|
2,337
|
|
Refining and Distribution
|
|
|
1,305
|
|
|
|
1,308
|
|
|
|
794
|
|
Petrochemicals
|
|
|
681
|
|
|
|
810
|
|
|
|
521
|
|
Gas and Energy
(2)
|
|
|
918
|
|
|
|
691
|
|
|
|
486
|
|
Eliminations
|
|
|
167
|
|
|
|
(95
|
)
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
6,401
|
|
|
|
6,248
|
|
|
|
4,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
|
(in millions of pesos)
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and Gas Exploration and Production
|
|
|
1,592
|
|
|
|
735
|
|
|
|
1,342
|
|
Refining and Distribution
|
|
|
40
|
|
|
|
412
|
|
|
|
216
|
|
Petrochemicals
|
|
|
390
|
|
|
|
505
|
|
|
|
306
|
|
Gas and Energy
(2)
|
|
|
752
|
|
|
|
557
|
|
|
|
398
|
|
Corporate
|
|
|
(1,016
|
)
|
|
|
(841
|
)
|
|
|
(846
|
)
|
Eliminations
|
|
|
161
|
|
|
|
(120
|
)
|
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,919
|
|
|
|
1,248
|
|
|
|
1,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Royalties with respect to the oil and gas business in Argentina are accounted for as a cost of production and are not deducted in determining sales.
|
(2)
|
This segment includes Electricity and Gas Transportation.
|
(3)
|
Sales less cost of sales.
|
97
YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED
DECEMBER 31, 2014
Net income attributable to shareholders of the Company:
Net income attributable to our
shareholders increased by Ps.395 million or 86.2%, to Ps.853 million in 2015 from Ps.458 million in 2014. This increase was primarily the result of a decrease in losses resulting from other operating expenses and our share of net loss of equity
accounted investments, partially offset by an increase in administrative and selling expenses.
Sales:
Sales increased by
Ps.1.2 billion, or 5.9%, to Ps.22.0 billion in 2015 from Ps.20.7 billion in 2014. This increase was mainly attributable to sales increases of Ps.1.1 billion, Ps.617 million and Ps.73 million in the Gas and Energy, Refining and Distribution and
Petrochemicals business segments, respectively, partially offset by sales decrease of Ps.104 million in the Oil and Gas Exploration and Production business segment. Inter segment sales totaled Ps.9.7 billion in 2015 and Ps.9.2 billion in 2014. Most
of these inter segment sales were attributable to the Oil and Gas Exploration and Production, Refining and Distribution and Gas and Energy business segments.
Gross profit:
Gross profit for 2015 increased by Ps.153 million, or 2.4%, to Ps.6.4 billion in 2015 from Ps.6.2 billion in 2014.
This increase is mainly attributable to an increase in gross profit of Ps.227 million in the Gas and Energy business segment, partially offset by declines of Ps.204 million and Ps.129 million in the gross profit of our Oil and Gas Exploration and
Production and Petrochemicals business segments, respectively. Results from inter segment sales improved during 2015 mainly due to changes in the Refinerys crude oil production levels.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.505 million, or 20.9%, to Ps.2.9
billion from Ps.2.4 billion in 2014, mainly as a consequence of administrative and selling expenses increases of Ps.278 million, Ps.208 million and Ps.51 million in the Refining and Distribution, Oil and Gas Exploration and Production and Corporate
Center segments, respectively.
Exploration expenses:
Exploration expenses totaled Ps.148 million in 2015 and Ps.70 million
in 2014, representing an increase of Ps.78 million, or 111.4%. This increase is attributable to an increase in expenses incurred in connection with unsuccessful wells. See Analysis of Operating Income by Business SegmentOil and Gas
Exploration and Production.
Other operating expenses, net:
Other operating expenses, net decreased by Ps.656 million,
or 84.2%, and totaled Ps.123 million and Ps.779 million in 2015 and 2014, respectively. This variation is mainly attributable to the Oil and Gas Exploration and Production segment which accounted for Ps.570 million of the decrease. See
Analysis of Operating Income by Business SegmentOil and Gas Exploration and Production.
Share of net loss
of equity accounted investments:
Our share of net loss of equity accounted investments decreased by Ps.445 million to Ps.1.3 billion in 2015 from Ps.1.7 billion in 2014, mainly attributable to a decrease in losses of Ps.620 million in the
Oil and Gas Exploration and Production business segment, partially offset by increased losses of Ps.133 million and Ps.42 million in the Refining and Distribution and Gas and Energy business segments, respectively.
Operating income:
Operating income increased by Ps.671 million, or 54%, to Ps.1.9 billion in 2015 from Ps.1.2 billion in 2014.
This increase is mainly attributable to increases of Ps.857 million and Ps.195 million in the operating income of our Oil and Gas Exploration and Production and Gas and Energy business segments, respectively, which were partially offset by a
decrease of Ps.372 million and Ps.115 million in the operating income of our Refining and Distribution and Petrochemicals business segments, respectively. See Analysis of Operating Income by Business SegmentOil and Gas Exploration
and Production.
Financial results:
We recorded a financial loss of Ps.53 million in 2015 compared to a financial gain
of Ps.72 million in 2014. This loss was mainly the result of an increase in the net interest cost of employement benefit obligations, and a decrease in exchange gains, partially offset by net interest gains as a result of higher interest rate on
financial investments in 2015.
Income tax:
Income tax charges for 2015 and 2014 totaled Ps.971 million and Ps.742 million,
respectively, mainly as a result of improved results for 2015. The 31% increase was attributable to a higher deferred tax loss as a consequence of the effects of the greater devaluation of the peso for exchange differences, compared to 2014 in which
such increase was attributable to investment impairment in OCP, which was non-deductible for tax purposes.
98
PESAs business is mainly focused on the energy sector, through activities relating to oil
and gas exploration and production, refining and distribution, petrochemicals and gas and energy. Expenses not attributable to any other operating segment are shown under Corporate and include among other, management fees, taxes on financial
transactions, financial liability interests and income taxes, which are incurred by us in the ordinary course of operations.
ANALYSIS OF OPERATING INCOME BY BUSINESS SEGMENT
Oil and Gas Exploration and Production
Operating income:
Operating income for the Oil and Gas Exploration and Production business segment increased by Ps.857 million,
or 117%, to Ps.1.6 billion in 2015 from Ps.735 million in 2014, mainly as a result of a decrease in our share of net loss of equity accounted investments and an increase of Ps.570 million in other operating income.
Sales
: Sales for this business segment decreased by Ps.104 million, or 1.0%, to Ps.10.5 billion from Ps.10.6 billion in 2014.
Argentina
Sales
attributable to operations in Argentina decreased by Ps.30 million in 2015, or 0.3%, to Ps.10.3 billion from Ps.10.4 billion in 2014, primarily as a result of the decline in oil and gas sales volumes, which averaged 67.4 thousand barrels of oil
equivalent per day in 2015 compared to 77.7 thousand barrels of oil equivalent per day in 2014, partially offset by an increase in average gas sales prices. Lower oil and gas volumes were primarily attributable to the sale of assets in the
Austral basin in the first quarter of 2015, with a daily combined oil and gas production of approximately 15,000 barrels of oil equivalent per day, and to a lesser extent, natural decline of mature fields, partially offset by the start of production
of new gas and oil wells in the Neuquén basin.
Crude oil sales decreased by Ps.890 million, or 10.8%, to Ps.7.4 billion in 2015
from Ps.8.3 billion in 2014, mainly due to a 15.1% drop in sales volumes, partially offset by a 5% rise in the average sales price to Ps.647 per barrel from Ps.616 per barrel. Sales volumes totaled 31.2 thousand barrels in 2015 compared to
36.7 thousand barrels in 2014.
Gas sales increased by Ps.884 million, or 43.7%, to Ps.2.9 billion from Ps.2.0 billion, mainly due to
a 63.1% increase in average sales prices to Ps.36.7 per thousand cubic feet in 2015 from Ps.22.5 per thousand cubic feet in 2014 as a result of the implementation of Gas Program II and, to a lesser extent, to the higher proportion of gas sold under
such program. Daily gas sales volumes, however, totaled 216.9 thousand cubic feet and 246.1 thousand cubic feet, in 2015 and 2014, respectively.
Outside of Argentina
Total sales for operations outside of Argentina decreased by Ps.74 million, or 38.5%, to Ps.118 million from Ps.192 million, mainly
attributable to operations in Bolivia.
Gross profit:
Gross profit for this business segment decreased by Ps.204 million, or
5.8%, to Ps.3.3 billion in 2015 from Ps.3.5 billion. Our margin on sales was 31.9% and 33.5% in 2015 and 2014, respectively, mainly derived from operations in Argentina.
In 2015, gross profit attributable to operations in Argentina decreased by Ps.174 million, or 5%, to Ps.3.3 billion in 2015 from Ps.3.4
billion in 2014, and margins on sales decreased to 31.7% in 2015 from 33.3% in 2014, primarily due to a decline in sales volumes and increased production costs, partially offset by increases in sales prices.
Gross profit for operations outside of Argentina decreased by Ps.30 million, or 37.5%, to Ps.50 million from Ps.80 million, with a gross
margin on sales of 42.4% and 41.7%, each in 2015 and 2014, respectively.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.51 million, or 9.8%, to Ps.571 million in 2015 from Ps.520 million in 2014. This increase is attributable to higher expenses due to increased prices, primarily in wages, in 2015.
Exploration expenses:
Exploration expenses increased by Ps.78 million, or 111.4%, to Ps.148 million in 2015 from Ps.70 million
in 2014, as a result of operations in Argentina. Expenses for unsuccessful wells totaled Ps.83 million in 2015 and Ps.11 million in 2014. Geological and geophysical expenses in 2015 remained stable compared to 2014.
99
Other operating income (expenses), net:
Other operating income, net totalled Ps.191
million in 2015 compared to a loss of Ps.379 million in 2014. The gain recorded in 2015 was primarily attributable to the sale of assets in the Austral basin and reassessment of ship or pay liabilities in Ecuador, accounting for profits of Ps.675
million and Ps.507 million, respectively. These were partially offset by impairment charges related to fields in Argentina and Bolivia and to the expiration of the Jagüel de los Machos concession, accounting for losses of Ps.635 million and
Ps.121 million, respectively. The loss recorded in 2014 is mainly attributable to charges for environmental remediation (due to extension of concessions in Río Negro), idle capacity, contingencies and impairment charges on fields in Bolivia,
accounting for losses of Ps.166 million, Ps.150 million, Ps.95 million and Ps.94 million, respectively, which were partially offset by gains of Ps.181 million derived from the sale of our interest in the Puesto Hernández Joint Venture (UTE).
Share of net loss of equity accounted investments:
Our share of net loss of equity accounted investments was Ps.1.2 billion
in 2015 compared to Ps.1.8 billion in 2014, mainly attributable to lower impairment charges of our investment in OCP.
Refining and Distribution
Operating income:
Operating income for this business segment decreased by Ps.372 million, or 90%, to Ps.40 million in
2015 from Ps.412 million in 2014, mainly as a result of an increase in administrative and selling expenses and our share of net loss in Refinor.
Sales:
Sales for this business segment increased by Ps.617 million, or 5.4%, to Ps.12.0 billion in 2015 from Ps.11.5 billion in
2014, mainly as a result of increased refined product sales of Ps.1.0 billion, partially offset by a Ps.438 million decrease in crude oil sales.
In 2015, the Refinery processed an average of 28,704 oil barrels per day, accounting for 94.1% of its installed capacity, with processed
volumes being 6% higher compared to 2014, mainly due to scheduled shutdowns for maintenance works performed in 2014, which resulted in reduced availability of refined products and increased crude oil sales to third parties in 2014.
As a result, total sales volumes of refined products increased by 154 thousand cubic meters, or 8.3%, to 2,011 thousand cubic meters
in 2015 from 1,857 thousand cubic meters in 2014.
In 2015, sales volumes of diesel oil, gasoline, fuel oil and IFOs and other oil
related products totaled 865 thousand cubic meters, 564 thousand cubic meters, 399 thousand cubic meters and 183 thousand cubic meters, respectively. In 2014, sales volumes of diesel oil, gasoline, fuel oil and IFOs and other oil
related products totaled 784 thousand cubic meters, 491 thousand cubic meters, 394 thousand cubic meters and 188 thousand cubic meters, respectively.
The decrease in crude oil sales was mainly a result of reduced sales volumes and a decline in average sales prices. Sales volumes of crude oil
totaled 124 thousand cubic meters and 220 thousand cubic meters in 2015 and 2014, respectively.
Gross profit:
Gross profit for this business segment stood at Ps.1.3 billion in 2015 and 2014, with margin on sales reaching 10.8% in 2015 and 11.4% in 2014.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.278 million, or 28.8%, to Ps.1.2
billion in 2015 from Ps.964 million in 2014, mainly as a consequence of higher selling expenses, basically maintenance expenses related to our own network, inland and ocean freight costs, taxes and labor costs.
Other operating income (expenses), net:
Other operating income, net totalled Ps.13 million in 2015 compared to other operating
expenses of Ps.29 million in 2014.
Share of net loss of equity accounted investments:
Our share of net loss of equity
accounted investments in this business segment is attributable to our equity interest in Refinor, which accounted for a loss of Ps.36 million in 2015, compared to a gain of Ps.97 million in 2014, mainly due to a decrease of 38% in processed volumes
of imported crude oil from Bolivia, a drop in rich gas production from Bolivia, and the impact that the fall in international market prices had on LPG and virgin naphtha export prices.
Petrochemicals
Operating
income
: Operating income for this business segment decreased by Ps.115 million, or 22.7%, to Ps.390 million from Ps.505 million in 2014, primarily as a result of a decrease in our sales margins.
100
Sales:
Sales for this business segment increased by Ps.73 million, or 1.6%, to
Ps.4.5 billion in 2015 from Ps.4.4 billion in 2014, primarily as a consequence of an increase in revenues from the catalytic reformer plant operations, partially offset by a 7% decline in styrenic.
Styrenic products sales decreased by Ps.190 million to Ps.2.7 billion from Ps.2.9 billion in 2014, mainly as a consequence of a 7.3% decrease
in average sales prices reflecting developments in the international market, partially offset by a slight increase in sales volumes to 170.4 thousand tons in 2015 from 169 thousand tons in 2014.
In 2015, average sales prices in pesos in the styrene, polystyrene and synthetic rubber lines decreased approximately 14.4%, 0.8% and 10.5%,
compared to 2014, respectively.
Performance of the main styrenic products in 2015 was as follows:
Styrene sales volumes decreased by 2.6% to 69.1 thousand tons in 2015, mainly due to a decline in exports directed to Chile and Brazil.
Polystyrene and Bops (bi-oriented polystyrene) sales volumes increased by 13.8% to 66.5 thousand tons in 2015 from
58.4 thousand tons in 2014, mainly due to an increase in domestic sales.
Synthetic rubber sales volumes totaled 34.8 thousand
tons, a decrease of 12.1% compared to 2014, mainly due to a 38% decline in exports to Chile and Brazil.
Revenues from the catalytic
reformer plant operations rose by Ps.263 million, or 17%, to Ps.1.8 billion from Ps.1.5 billion in 2014, mainly as a consequence of a 9.8% improvement in average sales prices and a 6.6% rise in sales volumes to 353.1 thousand tons in 2015 from
331.3 thousand tons in 2014. This increase was mainly attributable to increased exports of intermediate gasoline and higher volumes of aromatic varieties sold in the domestic market.
Gross profit:
Gross profit for this business segment decreased by Ps.129 million, or 15.9%, to Ps.681 million from Ps.810
million in 2014, with a drop in margin on sales from 18.3% in 2014 to 15.1% in 2015 mainly attributable to the decline in marketing margins as a result of the drop in international prices.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.5 million, totaling Ps.221 million and
Ps.216 million in 2015 and 2014.
Other operating expenses, net:
Other operating expenses, net totalled Ps.70 million in
2015 compared to Ps.89 million in 2014.
Gas and Energy
Operating income:
Operating income for this business segment increased by Ps.195 million, or 35%, to Ps.752 million in 2015 from
Ps.557 million in 2014.
Gross profit:
Gross profit for this business segment rose by Ps.227 million, or 32.9%, to Ps.918
million in 2015 from Ps.691 million in 2014, mainly due to increased electricity generation operations.
Administrative and selling
expenses:
Administrative and selling expenses decreased by Ps.37 million, or 24.3%, to Ps.115 million in 2015 from Ps.152 million in 2014, mainly due to recoveries of previously unpaid trade receivables from hydrocarbon marketing and
transportation transactions in 2015.
Other operating income (expenses), net:
We recorded operating expenses, net of Ps.7
million in 2015 compared to other operating income, net of Ps.20 million in 2014.
Share of net loss of equity accounted
investments:
Share of net loss of equity accounted investments accounted for a loss of Ps.44 million and Ps.2 million in 2015 and 2014, respectively, mainly attributable to our equity interest in CIESA, which was adversely affected by the
impact of the significant devaluation of the peso on CIESAs net borrowing position in foreign currency. See Analysis of Share of Net Loss of EquityAccounted Investments.
101
Electricity Generation
Operating income:
Operating income for this business segment increased by Ps.213 million, or 44.4%, to Ps.693 million in 2015
from Ps.480 million in 2014.
Sales:
Sales for electricity generation increased by Ps.273 million, or 19.3%, to Ps.1.7
billion from Ps.1.4 billion in 2014, mainly due to an improvement in average sales prices, as a result of the implementation of Resolution No. 482/2015, and, to a lesser extent, increased sales volumes in 2015. In this respect, sales volumes
attributable to the Genelba, Pichi Picún Leufú, Genelba Plus and Ecoenergía power plants totaled 6,968 Gwh in 2015 compared to 6,638 Gwh in 2014. Higher sales volumes in 2015 were due to fewer scheduled shutdowns for major
maintenance works at the Genelba and Genelba Plus power plants and higher water supply at the Pichi Picún Leufú Hydroelectric Complex.
The availability factor and the reliability factor of Genelba, Genelba Plus, Pichi Picún Leufú and EcoEnergía power
plants reached 99%, 100%, 100% and 96% in 2015, respectively, similar to the levels recorded in 2014.
Gross profit:
In
2015, gross profit for this business segment increased by Ps.186 million, or 35%, to Ps.717 million in 2015 from Ps.531 million in 2014 and margin on sales attributable to all power plants rose to 42.6% in 2015 from 37.6% in 2014. The improvement in
gross profit for this business segment in 2015 was mainly attributable to the above-mentioned improvement in sales prices and, to a lesser extent, to increased delivery by Pichi Picún Leufú and Genelba power plants.
Marketing and Transportation of Gas
Operating income:
Operating income for this business segment increased by Ps.18 million, or 22.8%, to Ps.97 million in 2015 from
Ps.79 million in 2014.
Sales:
Sales for this business segment increased by Ps.888 million, or 36.9%, to Ps.3.3 billion from
Ps.2.4 billion in 2014, mainly as a result of increased revenues from gas sales.
Revenues from gas sales rose by Ps.891 million, or 37%,
to Ps.3.3 billion in 2015 from Ps.2.4 billion in 2014, mainly due to a 51% increase in average sales prices. Sales volumes totaled 230.1 million cubic feet in 2015 compared to 253.7 million cubic feet in 2014. The improvement in average
sales prices was primarily attributable to the implementation of the Gas Program II in 2015 and, to a lesser extent, an improvement in rates for the residential and generation companies segments.
Gross profit:
Gross profit totaled Ps.201 million in 2015 compared to Ps.160 million in 2014 and our margin on sales decreased
to 6.1% in 2015 from 6.6% in 2014.
102
ANALYSIS OF SHARE OF NET LOSS OF EQUITY ACCOUNTED INVESTMENTS
The table below shows our share of profit (loss) of equity accounted investments for 2015 and 2014.
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
|
(in millions of pesos)
|
|
CIESA (Gas and Energy)
|
|
|
(50
|
)
|
|
|
(6
|
)
|
Mixed companies in Venezuela (Oil and Gas E&P)
|
|
|
(1,223
|
)
|
|
|
(1,385
|
)
|
Refinería del Norte S.A. (Refining and Distribution)
|
|
|
(36
|
)
|
|
|
97
|
|
OCP (Oil and Gas E&P)
|
|
|
|
|
|
|
(464
|
)
|
Others
|
|
|
19
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1,290
|
)
|
|
|
(1,735
|
)
|
|
|
|
|
|
|
|
|
|
Our share of net loss of equity accounted investments decreased by Ps.445 million to Ps.1.3 billion in 2015
from Ps.1.7 billion in 2014, mainly due to a decreased loss of Ps.626 million in the Oil and Gas Exploration and Production business segment, which was partially offset by an increased loss of Ps.133 million and Ps.44 million in the Refining and
Distribution and Gas and Energy business segments, respectively.
CIESA / TGS:
Our share of net loss of equity in CIESA
increased by approximately Ps.44 million to Ps.50 million in 2015 from Ps.6 million in 2014, as a result of a significant devaluation of the peso against the U.S. dollar which adversely effected CIESAs net borrowing position in
foreign currency.
Mixed companies in Venezuela:
Our share of net losses in mixed companies in Venezuela decreased by
approximately Ps.162 million to Ps.1.2 billion in 2015 from Ps.1.4 billion in 2014. This decrease is primarily the result of lower impairment charges of Ps.1.2 billion in 2015 compared to Ps.1.3 billion in 2014.
Refinería del Norte S.A.:
Our share of net loss of equity in Refinor accounted for a loss of Ps.36 million in 2015
compared to a gain of Ps.97 million in 2014, mainly due to a decrease of 38% in processed volumes of imported crude oil from Bolivia, a drop in rich gas production from Bolivia, and that the impact the fall in international market prices had on
LPG and virgin naphtha export prices.
OCP:
As of December 31, 2015 and 2014, OCP had negative shareholders
equity. PESA has not committed to make capital contributions or provide financial assistance to OCP; therefore, our equity interest in OCP was valued at zero and we recorded a net loss of Ps.464 million for 2014 after giving effect to the
capitalization during 2014 of a credit we held against OCP.
103
YEAR ENDED DECEMBER 31, 2014 COMPARED TO YEAR ENDED
DECEMBER 31, 2013
Net income attributable to shareholders of the Company:
Net income attributable to our
shareholders decreased by Ps.321 million, or 41%, to Ps.458 million in 2014 from Ps.779 million in 2013. This decrease was primarily the result of losses resulting from our share of net loss of equity accounted investments, partially offset by an
increase in gross profit.
Sales:
Sales increased by Ps.5.4 billion, or 35.2%, to Ps.20.7 billion from Ps.15.3 billion in
2013. We recorded increases of Ps.2.7 billion, Ps.3.3 billion, Ps.1.1 billion and Ps.0.8 billion in sales in our Oil and Gas Exploration and Production, Refining and Distribution, Petrochemicals, and Gas and Energy business segments, respectively.
Inter-segment sales totaled Ps.9.2 billion in 2014 and Ps.6.7 billion in 2013. Most of these inter-segment sales were attributable to the Oil and Gas Exploration and Production, Refining and Distribution and Gas and Energy business segments.
Gross profit:
Gross profit for 2014 increased by Ps.2.2 billion, or 53.1%, to Ps.6.2 billion from Ps.4.1 billion in 2013. We
recorded increases of Ps.1,197 million, Ps.514 million and Ps.289 million in the gross profit of our Oil and Gas Exploration and Production, Refining and Distribution and Petrochemicals business segments, respectively.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.619 million, or 34.4%, to Ps.2.4
billion from Ps.1.8 billion in 2013. We recorded increases of Ps.236 million, Ps.170 million and Ps.61 million in the administrative and selling expenses of our Refining and Distribution, Oil and Gas Exploration and Production and Petrochemicals
business segments, respectively.
Exploration expenses:
Exploration expenses totaled Ps.70 million in 2014 and Ps.82 million
in 2013, representing a decrease of Ps.12 million, or 14.6%. The decrease is attributable to the incurrence of lower expenses for unsuccessful wells. See Analysis of Operating Income by Business SegmentOil and Gas Exploration and
Production.
Other operating expenses, net:
Other operating expenses, net increased by Ps.208 million, or 36.4%, and
totaled Ps.779 million and Ps.571 million in 2014 and 2013, respectively. Other operating expenses, net of the Oil and Gas Exploration and Production segment, accounted for Ps.152 million of the increase.
Share of net loss of equity accounted investments:
Our share of net losses of equity accounted investments increased by Ps.1.5
billion, to Ps.1.7 billion from Ps.0.3 billion in 2013, mainly attributable to an increased loss of Ps.1.5 billion in the Oil and Gas Exploration and Production business segment, caused by higher losses attributable to impairment charges (Ps.1.0
billion) and only partially offset by an improvement of Ps.53 million in the Refining and Distribution business segment. See Analysis of Share of Net Loss of Equity Accounted Investments.
Operating income:
Operating income decreased by Ps.103 million, or 7.6%, to Ps.1.2 billion from Ps.1.3 billion in 2013. This
variation is mainly attributable to a decrease in the operating income of our Oil and Gas Exploration and Production business segment of Ps.0.6 billion in 2014, which was partially offset by increases of Ps.0.2 billion, Ps.0.2 billion and Ps.0.1
billion in the operating income of our Refining and Distribution, Petrochemicals and Gas and Energy business segments, respectively. See Analysis of Operating Income by Business SegmentOil and Gas Exploration and Production.
Financial results:
Financial income accounted for a gain of Ps.72 million in 2014 compared to Ps.53 million in 2013. This
35.8% increase was mainly the result of the effect of the depreciation of the Argentine peso against the U.S. dollar on our net monetary asset position in foreign currency.
Income tax:
Income tax charges for 2014 and 2013 totaled Ps.742 million and Ps.552 million, respectively. The 34.4% increase in
tax charges was mainly due to the impairment of our investment in OCP, which was not deductible for tax purposes. This accounted for an increase in the effective income tax rate.
104
PESAs business is mainly focused on the energy sector, through activities relating to oil
and gas exploration and production, refining and distribution, petrochemicals and gas and energy. Assets and operating losses grouped under Corporate, Other and Eliminations, expenses not attributable to any other operating segment and intercompany
eliminations are collectively shown. Corporate, Other and Eliminations includes expenses such as management fees, taxes on financial transactions, financial liability interests and income taxes, which are incurred by us in the ordinary course of
operations.
ANALYSIS OF OPERATING INCOME BY BUSINESS SEGMENT
Oil and Gas Exploration and Production
Operating income:
Operating income for the Oil and Gas Exploration and Production business segment decreased by Ps.607 million,
or 45%, to Ps.0.7 billion from Ps.1.3 billion in 2013, mainly as a result of losses resulting from our share of net loss of equity accounted investments.
Sales
: Sales for this business segment increased by Ps.2.7 billion, or 34.6%, to Ps.10.6 billion from Ps.7.8 billion in 2013.
Argentina
Sales in
Argentina grew by Ps.2.7 billion, or 35.5%, to Ps.10.4 billion in 2014 from Ps.7.6 billion in 2013, primarily as a result of a 50% improvement in average sales prices, partially offset by a 9.7% decrease in total combined daily sales volumes of oil
and gas, which averaged 77.7 thousand barrels of oil equivalent per day in 2014, compared to 86.1 thousand barrels per day in 2013.
Our total combined daily sales volumes decreased because of lower crude oil production, which was mainly attributable to the sale of our
interest in the Puesto Hernández Joint Venture (UTE) in January 2014, the natural decline of mature fields and weather conditions that adversely affected production in 2014. These effects were partially offset by the start of production of
new wells in the Medanito, Jagüel de los Machos and Estancia Agua Fresca fields.
Crude oil sales rose Ps.1.8 billion, or 28.5%, to
Ps.8.3 billion from Ps.6.4 billion in 2013, mainly due to a 54.4% increase in average sales price to Ps.616 per barrel from Ps.399 per barrel in 2013, based on the increase in domestic prices permitted by Resolution No. 35/13. Sales volumes,
however, totaled 36.7 thousand barrels per day in 2014 compared to 44.1 thousand barrels per day in 2013.
Gas sales rose Ps.861
million, or 74.2%, to Ps.2.0 billion from Ps.1.2 billion in 2013, primarily due to a 78.1% increase in average sales price to Ps.22.5 per thousand cubic feet from Ps.12.6 per thousand cubic feet in 2013, mainly attributable to greater production of
non-conventional gas, sold at higher prices under applicable regulations in the Neuquén basin. Average daily gas sales volumes were 246.1 million cubic feet and 251.7 million cubic feet in 2014 and 2013, respectively. Commencing
production at our non-conventional gas wells in the Neuquén basin allowed us to offset, in part, the natural decline of mature fields and the negative effects caused by weather conditions.
Outside of Argentina
Total
sales for operations outside of Argentina increased by Ps.3 million, or 1.6%, to Ps.192 million from Ps.189 million, mainly attributable to operations in Bolivia.
Gross profit:
Gross profit for this business segment increased by Ps.1.2 billion, or 51.2%, to Ps.3.5 billion in 2014 from
Ps.2.3 billion in 2013. Our margin on sales was 33.5% and 29.8% in 2014 and 2013, respectively, mainly derived from operations in Argentina.
In 2014, gross profit attributable to operations in Argentina increased by Ps.1.2 billion, or 53.4%, to Ps.3.5 billion from Ps.2.3 billion,
and margin on sales increased to 33.3% in 2014 compared to 29.4% in 2013, mainly due to the increase in sales prices, partially offset by increased production costs and lower sales volumes.
Gross profit for operations outside of Argentina decreased by Ps.5 million, or 5.9%, to Ps.80 million in 2014 from Ps.85 million in 2013, with
a gross margin on sales of 41.7% and 45% in 2014 and 2013, respectively.
105
Administrative and selling expenses:
Administrative and selling expenses increased
by Ps.170 million, or 48.6%, to Ps.520 million in 2014 from Ps.350 million in 2013. This increase is mainly attributable to higher sales tax charges and transportation expenses derived from increased sales in 2014.
Exploration expenses:
Exploration expenses decreased by Ps.12 million, or 14%, to Ps.70 million in 2014 from Ps.82 million in
2013. In 2014, these expenses were related to geological and geophysical survey expenses and the abandonment of on-shore exploration wells and the decrease was primarily a result of lower expenses for unsuccessful wells of Ps.11 million in 2014
compared to Ps.27 million in 2013.
Other operating expenses, net:
Other operating expenses, net accounted for losses of
Ps.379 million in 2014 compared to Ps.227 million in 2013. This increase was mainly attributable to higher environmental remediation expenses of Ps.166 million primarily as a consequence of the extension of concessions in Río Negro and
impairment charges on fields in Bolivia of Ps.94 million, which were partially offset by a Ps.181 million gain derived from the sale of the Puesto Hernández Joint Venture (UTE).
Share of net loss of equity accounted investments:
Our share of net loss of equity accounted investments was Ps.1.8 billion in
2014 compared to Ps.0.3 billion in 2013, mainly as a result of higher losses from impairment charges in mixed companies in Venezuela totaling Ps.1.4 billion in 2014 compared to Ps.0.4 billion in 2013.
Refining and Distribution
Operating income:
Operating income for this business segment increased by Ps.196 million, or 90.7%, to Ps.412 million in 2014
from Ps.216 million in 2013, mainly as a result of an improvement in sales prices which more than offset the rise in production costs.
Sales:
Sales for this business segment increased by Ps.3.3 billion, or 40.9%, to Ps.11.5 billion in 2014 from Ps.8.1 billion in
2013, mainly as a result of the increase in average sales prices for refined products and crude oil.
Sales volumes of crude oil totaled
220 thousand cubic meters in 2014 compared to 284 thousand cubic meters in 2013.
In 2014, Bahía Blanca Refinery
processed an average of 27,068 oil barrels per day, accounting for 88.7% of its installed capacity. Processed volumes were 5.8% lower than in 2013, mainly due to the scheduled shutdowns for maintenance works performed during 2014. Our inventory
management policy allowed us to meet demand in spite of the lower volumes processed.
Total sales volumes of refined products decreased by
105 thousand cubic meters, or 5.3%, to 1,857 thousand cubic meters in 2014 from 1,962 thousand cubic meters in 2013, in line with lower demand in 2014.
In 2014, sales volumes of diesel oil, gasoline, fuel oil, and IFO and other oil-related products totaled 784 thousand cubic meters,
491 thousand cubic meters, 394 thousand cubic meters and 188 thousand cubic meters, respectively.
In comparison, in 2013,
sales volumes of diesel oil, gasoline, fuel oil, and IFO and other oil-related products totaled 782 thousand cubic meters, 554 thousand cubic meters, 480 thousand cubic meters and 146 thousand cubic meters, respectively.
Gross profit:
Gross profit for this business segment increased by Ps.0.5 billion, or 64.7%, to Ps.1.3 billion in 2014 from
Ps.0.8 billion in 2013, primarily due to an improvement in sales prices which more than offset the rise in production costs. As a result, margin on sales rose to 11.4% in 2014 from 9.7% in 2013.
Administrative and selling expenses:
Administrative and selling expenses increased by Ps.236 million, or 32.4%, to Ps.964
million in 2014 from Ps.728 million in 2013, mainly as a consequence of higher selling expenses, such as maintenance expenses related to our own network of gas stations and taxes, associated with increased sales in 2014.
Other operating income (expenses), net:
We incurred other operating expenses, net of Ps.29 million in 2014 compared to other
operating income, net of Ps.106 million in 2013.
Share of net loss of equity accounted investments:
Our share of profit of
equity accounted investments in this business segment is attributable to our equity interest in Refinor, which accounted for a gain of Ps.97 million in 2014 as compared to a gain of Ps.44 million in 2013. This increase was mainly due to increases in
fuel and LPG sales prices. See Analysis of Share of Net Loss of Equity Accounted Investments.
106
Petrochemicals
Operating income
: Operating income for this business segment increased by Ps.199 million, or 65%, to Ps.505 million in 2014 from
Ps.306 million in 2013, primarily as a result of an increase in our sales margins.
Sales:
Sales for this business segment
increased by Ps.1.1 billion, or 32.5%, to Ps.4.4 billion in 2014 from Ps.3.3 billion in 2013, primarily as a consequence of a 45% rise in average sales prices, partially offset by an 8.7% decline in sales volumes.
Styrenic products sales increased by Ps.650 million to Ps.2.9 billion in 2014 from Ps.2.2 billion in 2013, mainly as a consequence of a 49.7%
improvement in average sales prices, partially offset by a 13.8% decrease in sales volumes to 169 thousand tons in 2014 from 196.1 thousand tons in 2013.
In 2014, average sales prices in pesos in the styrene, polystyrene and synthetic rubber lines increased approximately 48.3%, 49.6% and 48.1%,
compared to 2013, respectively.
Performance of the main styrenic products in 2014 was as follows:
Styrene sales volumes decreased by 18.9% to 71 thousand tons in 2014, mainly due to a decline in exports directed to Chile and Brazil and
in domestic market sales.
Polystyrene and Bops (bi-oriented polystyrene) sales volumes totaled 58.4 thousand tons, a volume similar
to that recorded in 2013, with 58.8 thousand tons, but with improved margins. The 10% drop in domestic sales was offset by a 51% increase in export sales, with higher margins.
Synthetic rubber sales volumes totaled 39.6 thousand tons, accounting for a 20.3% decline compared to 2013, mainly attributable to a 32%
decrease in exports directed to Brazil and an 8% decline in domestic market sales.
Revenues from the catalytic reformer plant operations
rose Ps.438 million, or 39.5%, to Ps.1.5 billion in 2014 from Ps.1.1 billion in 2013, mainly as a consequence of a 48.1% improvement in average sales prices, partially offset by a 5.8% decrease in sales volumes to 331.3 thousand tons in 2014
from 352 thousand tons in 2013. This decrease is mainly attributable to lower processed virgin naphtha volumes and reduced consumption of catalytic gasoline.
Gross profit:
Gross profit for this business segment increased by Ps.289 million, or 55.5%, to Ps.810 million in 2014 from
Ps.521 million in 2013, with a rise in margin on sales from 15.6% to 18.3% in 2014. This improvement is due to the combined effect of a higher average sales prices and an upgrade at Puerto General San Martín Reforming Plant that allowed us to
manufacture higher added-value products. During 2014, we set an all-time high in sales volumes of propellant in the domestic market.
Administrative and selling expenses:
Administrative and selling expenses for this business segment increased by Ps.61 million,
or 39.4%, to Ps.216 million in 2014 from Ps.155 million in 2013, mainly as a consequence of higher selling expenses due to transport costs and taxes associated with increased sales in 2014.
Other operating expenses, net:
Other operating expenses, net accounted for losses of Ps.89 million in 2014 and Ps.60 million in
2013. The Ps.29 million increase was mainly due to higher environmental remediation expenses.
Gas and Energy
Operating income:
Operating income for this business segment increased by Ps.159 million, or 39.9%, to Ps.557 million in 2014
from Ps.398 million in 2013.
Gross profit:
Gross profit for this business segment rose Ps.205 million, or 42.2%, to Ps.691
million in 2014 from Ps.486 million in 2013, mainly due to our electricity generation operations.
Administrative and selling
expenses:
Administrative and selling expenses increased by Ps.54 million, or 55.1%, to Ps.152 million in 2014 from Ps.98 million in 2013, mainly as a consequence of hydrocarbon marketing and transportation operations, which recorded
increased selling expenses due primarily to taxes associated with higher sales in 2014.
107
Other operating income (expenses), net:
We recorded other operating income, net of
Ps.20 million in 2014 compared to other operating expenses, net of Ps.3 million in 2013. Our operating expenses in 2013 were mainly due to the adverse effect of a loss of Ps.34 million attributable to the sale of our equity interest in Distrilec.
Share of net loss of equity accounted investments:
Share of net loss of equity accounted investments accounted for a loss
of Ps.2 million in 2014 compared to a gain of Ps.13 million in 2013. Gains in 2013 were mainly attributable to the impact of the restructuring on the equity interest in CIESA. See Analysis of Share of Net Loss of EquityAccounted
Investments.
Electricity Generation
Operating income:
Operating income for this business segment increased by Ps.180 million, or 60%, to Ps.480 million in 2014 from
Ps.300 million in 2013.
The SE issued Resolution No. 95 in May 2013, which provided for regulatory changes retroactive to February
2013 in the MEMs method of compensation of generation companies according to their production scale and technology, as well as centralization of contracts in CAMMESA, both of electric power and fuels and related supplies, resulting in lower
sales and costs. This change affected the Genelba Combined Cycle and Pichi Picún Leufú Hidroelectric Complex. In May 2014, the SE, through Resolution No. 529, established tariff increases and additional compensation for generation
companies, including Genelba, which were applied retroactively to February 2014, resulting in increased operating income.
Sales:
Sales for electricity generation increased by Ps.46 million, or 3.4%, to Ps.1.4 billion in 2014, mainly as a result of an
improvement in average sales prices (mainly attributable to the implementation of Resolution No. 529), which were partially offset by lower sales volumes. In this respect, sales volumes attributable to the Genelba, Pichi Picún
Leufú, Genelba Plus and Ecoenergía power plants were 4,561 Gwh, 832 Gwh, 1,140 Gwh and 104 Gwh, respectively, totaling 6,637 Gwh in 2014 as compared to 7,748 Gwh in 2013. Lower sales volumes in 2014 were due to scheduled shutdowns for
major maintenance works at the Genelba and Genelba Plus power plants and lower water supply at the Pichi Picún Leufú Hydroelectric Complex.
The availability factor and the reliability factor of Genelba, Genelba Plus, Pichi Picún Leufú and EcoEnergía power
plants reached 99.6%, 99.9%, 100% and 95.2%, respectively. These levels are similar to those recorded in 2013.
Gross
profit:
In 2014, gross profit for this business segment increased by Ps.193 million, or 57.1%, to Ps.531 million in 2014 from Ps.338 million in 2013 and margin on sales attributable to all power plants rose to 37.6% in 2014 from 24.7% in
2013. The improvement in gross profit for this segment in 2014 was mainly attributable to the above-mentioned regulatory changes in the MEM and, to a lesser extent, to improved delivery by Pichi Picún Leufú power plant and sales under
the Energía Plus regulatory framework.
Marketing and Transportation of Gas
Operating income:
Operating income for this business segment decreased by Ps.15 million, or 16%, to Ps.79 million in 2014 from
Ps.94 million in 2013.
Sales:
Sales for this business segment increased by Ps.668 million, or 38.4%, to Ps.2.4 billion in
2014 from Ps.1.7 billion in 2013, mainly as a result of increased revenues from gas sales.
Revenues from gas sales increased by Ps.952
million, or 65.6%, to Ps.2.4 billion in 2014 from Ps.1.5 billion in 2013, mainly due to a 69.9% increase in average sales prices, which results from our sales of increased volumes from the Punta Rosada and El Mangrullo fields encompassed by the Gas
Plus program and to an increased share of sales to industries with higher average sales prices. Sales volumes totaled 253.7 million cubic feet in 2014 and 260.3 million cubic feet in 2013. Liquid fuel sales to third parties that totaled
Ps. 262 million in 2013, were recorded in 2014 under the Petrochemicals and Refining and Distribution segment due to changes in the allocation of liquid fuel sales.
Gross profit:
Gross profit totaled Ps.160 million in 2014 as compared to Ps.148 million in 2013 and margin on sales decreased to
6.6% in 2014 from 8.5% in 2013.
108
ANALYSIS OF SHARE OF NET LOSS OF EQUITY ACCOUNTED INVESTMENTS
The table below shows our share of profit (loss) of equity accounted investments for 2014 and 2013.
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
(in millions of pesos)
|
|
CIESA (Gas and Energy)
|
|
|
(6
|
)
|
|
|
10
|
|
Mixed companies in Venezuela (Oil and Gas E&P)
|
|
|
(1,385
|
)
|
|
|
(357
|
)
|
Refinería del Norte S.A. (Refining and Distribution)
|
|
|
97
|
|
|
|
44
|
|
OCP (Oil and Gas E&P)
|
|
|
(464
|
)
|
|
|
19
|
|
Others
|
|
|
23
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1,735
|
)
|
|
|
(279
|
)
|
|
|
|
|
|
|
|
|
|
Our share of net loss of equity accounted investments increased by Ps.1.5 billion to Ps.1.8 billion in 2014
from Ps.279 million in 2013, mainly due to an increased loss of Ps.1.5 billion in the Oil and Gas Exploration and Production business segment, which was partially offset by an improvement of Ps.53 million in the Refining and Distribution business
segment.
CIESA / TGS:
In 2014, we recorded our share of net loss of equity in CIESA as a loss of Ps.6 million. In
2013, we recorded a gain of Ps.10 million for our share of profit of equity in CIESA. This change was mainly attributable to the impact of the restructuring on the equity interest in CIESA in 2013.
Mixed companies in Venezuela:
Our share of net losses in mixed companies in Venezuela increased by approximately Ps.1.0 billion
to Ps.1.4 billion from Ps.357 million in 2013. This increase is primarily the result of impairment charges of Ps.1.3 billion in 2014 compared to Ps.520 million in 2013.
Refinería del Norte S.A.:
Our share of profit of equity in Refinor accounted for a gain of Ps.53 million, to
Ps.97 million in 2014 compared to a gain of Ps.44 million in 2013, mainly as a result of an improvement in Refinors operating results, principally derived from the increase in average sales prices for refined products.
OCP:
As of December 31, 2014, OCP had negative shareholders equity. PESA has not committed to make capital
contributions or provide financial assistance to OCP; therefore, our equity interest in OCP was valued at zero and we recorded a net loss of Ps.464 million for 2014 after giving effect to the capitalization during 2014 of a credit we held against
OCP.
109
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Changes in facts and circumstances or discovery of new information may result in revised estimates and actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised and in any future periods affected.
The following summary provides more information about the
critical accounting policies that could have a significant impact on our results and should be read in conjunction with the Notes to our Audited Consolidated Financial Statements. Our accounting policies are more fully described in Notes 2 and 3 to
our Audited Consolidated Financial Statements.
Estimates of Oil and Gas Reserves
Evaluations of oil and gas reserves are important for the effective management of upstream assets. They are used to make investment decisions
about oil and gas properties. Oil and gas reserves quantities are also used as the basis for calculation of unit-of-production rates for depreciation of the related oil and gas assets and evaluation for impairment of our investments in upstream
assets.
Estimates of oil and gas reserves have been prepared in accordance with Rule 4-10 of Regulation S-X, promulgated by the SEC.
Reserves means oil and gas volumes (in cubic meters of oil equivalent) that are economically producible, in the areas where
we operate or have a (direct or indirect) interest and over which we have exploitation rights, including oil and gas volumes related to those service agreements under which we have no ownership rights on the reserves or the hydrocarbons obtained,
and those estimated to be produced for the contracting company under service contracts.
There are numerous uncertainties in estimating
proved reserves and future production profiles, development costs and prices, including several factors beyond the producers control. Reserves engineering is a subjective process of estimating underground accumulations involving a certain
degree of uncertainty. Reserves estimates depend on the quality of the available engineering and geological data as of the estimation date and on the interpretation and judgment thereof.
Reserves estimates are adjusted when so justified by changes in the evaluation criteria, or at least once a year. These reserves estimates
have considered the estimations of oil and gas consulting professionals.
Downward revision in our reserves estimates may result in:
(a) higher depreciation and depletion charges in future periods, and/or (b) an immediate write-down of an assets book value. If, on the other hand, the oil and gas reserves quantities were to be revised upward, our per barrel
depreciation and depletion expense, would be lower. Changes in proved oil and gas reserves will also affect the standardized measure of discounted cash flows presented under Item 18 of Form 20-F.
Impairment of Assets
Property, plant and equipment
As of December 31, 2015, our property, plant and equipment, net of accumulated depreciation and depletion, amounted to Ps.14.2 billion.
Our management assesses the recoverability of property, plant and equipment items whenever events or changes in circumstances (including
significant decreases in the market value of assets, in the prices of the main products we sell or in oil and gas reserves, as well as changes in the regulatory framework for our activities, significant increases in operating expenses, or evidence
of obsolescence or physical damage) indicate that the carrying amount may not be recoverable. The book value of property, plant and equipment asset is adjusted down to its recoverable value if its carrying amount exceeds the latter.
From a regulatory standpoint, recoverable value is defined as the higher of (i) fair value less costs of disposal and (ii) value in
use, the latter being defined as the addition of the discounted expected net cash flows that arise as a direct result of the use and eventual final disposition of the assets. To such end, among other elements, the assumptions that represent the best
estimate made by management of the economic conditions that will prevail throughout the useful life of the assets are considered.
For the
purpose of assessing recoverability of non-financial assets, assets are grouped at the lowest levels for which there are individually identifiable cash flows (cash generating units). For this purpose, each associate and joint venture is considered a
cash generating unit.
The methodology used for estimating the recoverable amount of assets mainly consists of determining the value in
use.
110
Discount rates used to calculate the value in use are the respective weighted average cost of
capital (WACC). For each asset or cash generating unit, a specific WACC is determined that considers the business segment and the country conditions where the operations are performed.
In subsequent periods, reversal of an impairment charge is evaluated if there are changes in the assumptions used to determine the asset
recoverable value. In such a case, the book value of the asset or cash generating unit is written up to the lower of: (a) the book value that the asset or cash generating unit would have had if the impairment had never been recognized, and
(b) its recoverable value.
As of December 31, 2015, 2014 and 2013, we recognized impairment charges of Ps.635 million, Ps.94
million and Ps.11 million, respectively, on property, plant and equipment.
Equity accounted investments
The recoverability of our investments is highly sensitive to crude oil price volatility, to economic, social and regulatory changes and,
particularly, to resulting business plans. In determining the recoverable value of our investments, we use our managements best assumptions regarding prices based on business plans, production curves, transaction costs at market value and
investment needs to develop reserves for equity accounted investments. Discount rates used to measure recoverable value consider the type of asset involved, the business segment and the country where operations are conducted. Our estimates are
inherently imprecise because they reflect our managements expectation of future conditions that are often outside our managements control.
In 2015, 2014 and 2013, we recognized impairment charges for our equity accounted investments in mixed companies in Venezuela totaling
Ps.1,213 million, Ps.1,342 million and Ps.520 million, respectively. Additionally, in 2014, we recognized impairment charges of Ps.464 million for our equity accounted investment in OCP.
Successful Efforts Method of Accounting and Asset Retirement Obligations
We use the successful efforts method of accounting for our oil and gas exploration and production activities. This method involves the
capitalization of: (i) the cost of acquiring properties in oil and gas exploration and production areas: (ii) the cost of drilling and equipping exploratory wells that result in the discovery of commercially recoverable reserves;
(iii) the cost of drilling and equipping development wells; and (iv) the estimated asset retirement obligations.
According to
the successful efforts method of accounting, exploration costs, excluding exploratory well costs, are expensed during the period in which they are incurred. Drilling costs of exploratory wells are capitalized until a determination is made on whether
the drilling resulted in proved reserves that justify the commercial development. If reserves are not found, such drilling costs are expensed. Occasionally, we may determine the existence of oil and gas reserves in an exploratory well, but the
reserves cannot be classified as proved because drilling is complete. In those cases, such costs continue to be capitalized insofar as it is determined that sufficient reserves exist to warrant the wells completion as a production well and we
are making sufficient progress in evaluating the economic and operating feasibility of the project. Expenses for unsuccessful wells totaled Ps.83 million, Ps.11 million and Ps.27 million in 2015, 2014 and 2013, respectively. As of
December 31, 2015, we maintained capitalized exploratory well costs amounting to Ps.269 million.
The initial asset retirement
obligations in hydrocarbons areas, discounted at a current rate, are capitalized in the cost of the assets and depreciated using the units of production method. Additionally, a liability at the estimated value of the discounted amounts payable is
recognized. Changes in the measurement of asset retirement obligations that result from changes in the estimated timing, amount of the outflow of resources required to settle the obligation, or the discount rate, are added to, or deducted from, the
cost of the related asset. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognized immediately in profit or loss.
Asset retirement obligations after completion of operations require our management to estimate the number of wells, long-term well abandonment
costs and the time remaining until abandonment. Technology costs and political, environmental and safety considerations constantly change and may result in differences between actual future costs and estimates.
Asset retirement obligations estimates are adjusted when so justified by changes in the evaluation criteria or at least once a year.
Contingencies
We are subject to
various claims, lawsuits and other legal proceedings that arise during the ordinary course of our business. Our liabilities with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Periodically, our
management reviews the status of each contingency and assesses the potential financial liabilities, for which it develops estimates with the assistance of legal advisors.
111
Contingencies include outstanding lawsuits or claims for possible damages caused to third parties
in the ordinary course of our business, as well as third party claims arising from disputes concerning the interpretation of legislation.
We evaluate whether there would be additional expenses directly associated with the ultimate resolution of each contingency, which is included
in a provision if it may be reasonably estimable.
Changes in the facts or circumstances related to these types of contingencies, as well
as the future outcome of these disputes, can have a significant effect on the amount of provisions for legal proceedings recorded. As of December 31, 2015, provisions for legal proceedings in our financial statements (including current and
non-current) amounted to Ps.268 million.
Environmental costs
The costs incurred to limit, neutralize or prevent environmental pollution are only capitalized if at least one of the following conditions is
met: (a) such costs relate to improvements in safety; (b) the risk of environmental pollution is prevented or limited; or (c) the costs are incurred to prepare the assets for sale and the book value (which considers those costs) of
such assets does not exceed their respective recoverable value.
Liabilities related to future remediation costs are recorded when, on the
basis of environmental assessments, it is probable that such liabilities will materialize, and costs can be reasonably estimated. The actual recognition and amount of these provisions are generally based on our commitment to an action plan, such as
an approved remediation plan or the sale or disposal of an asset. The provision is recognized on the basis that a future remediation commitment will be required.
We measure liabilities based on our best estimation of the present value of future costs, using currently available technology and applying
current environmental laws and regulations as well as our own internal environmental policies.
Changes in the facts or circumstances
related to these types of liabilities may give rise to differences between actual future costs and estimates. As of December 31, 2015, reserves for environmental remediation (including current and non-current) amounted to Ps.338 million.
Employee defined benefits
Actuarial commitments to employee benefit plans are recognized as liabilities in the statement of financial position based on actuarial
estimates revised annually by an independent actuary, using the projected unit credit method.
The present value of pension plan
obligations depends on multiple factors that are determined according to actuarial estimates which are revised annually by an independent actuary, net of the fair value of the plan assets, when applicable. To such effect, certain assumptions are
used including the discount rate and wage growth rate assumptions.
Changes in assumptions related to these types of liabilities may give
rise to differences between actual future costs and estimates. As of December 31, 2015, related benefit liabilities amounted to Ps.534 million.
112
LIQUIDITY AND CAPITAL RESOURCES
The default on Argentine sovereign debt at the end of 2001, the global financial crisis and related decline in global stock markets as well as
the insolvency of major financial institutions toward the end of 2008, and the current global economic slowdown, among other factors, have all significantly limited the ability of Argentine companies to access international financial markets at
reasonable cost and conditions. Despite the recent measures taken by the new administration, the prospects for Argentine companies of accessing financial markets may be limited in terms of the amount of financing available, and the conditions and
cost of such financing. See Item 3. Key InformationRisk Factors.
In response to the limited availability of financing
for Argentine companies, we closely monitor our liquidity levels in order to ensure compliance with our financial obligations and meet the targets contemplated by our business plan. Our ability to execute and carry out our strategic business plan
depends upon our ability to obtain financing at a reasonable cost and on reasonable terms. Along these lines, and as a guiding principle, financial solvency is the foundation on which sustainable development of our businesses is built.
Pursuant to these strategic guidelines, we seek to:
|
|
|
Design a capital structure consistent with industry standards adaptable to the financial markets in which we operate;
|
|
|
|
Maintain a liquidity levelinvested in financial assets with high credit qualitythat allows us to meet our obligations;
|
|
|
|
Maintain a debt maturity profile consistent with projected cash generation; and
|
|
|
|
Efficiently manage borrowing costs.
|
Adhering to these guidelines enables us to treat
financial management as a key element in the value-creation process.
Financial management highlights for the 2015 fiscal year include:
|
|
|
Full compliance with all financial liabilities, maintaining our level of indebtedness at approximately U.S.$300 million; and
|
|
|
|
Continued implementation of our capital expenditures plan.
|
The most significant factors
generally affecting our cash flow from operating activities are: fluctuations in prices for crude oil and oil related products; fluctuations in production levels and demand for our products; fluctuations in margins in the Refining and Distribution
and Petrochemicals business segments; changes in regulations, such as taxes, taxes on exports, changes in royalty payments and price controls; fluctuations in exchange and interest rates; and our oil and gas reserves replacement capacity.
Analysis of Liquidity and Capital Resources
The table below reflects our statements of cash flow for the fiscal years ended December 31, 2015, 2014 and 2013 under IFRS. Amounts are
stated in millions of pesos.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
2,278
|
|
|
|
1,193
|
|
|
|
1,260
|
|
Net cash provided by operations
|
|
|
4,239
|
|
|
|
4,646
|
|
|
|
2,778
|
|
Net cash used in investing activities
|
|
|
(4,620
|
)
|
|
|
(3,430
|
)
|
|
|
(1,850
|
)
|
Net cash used in financing activities
|
|
|
(233
|
)
|
|
|
(412
|
)
|
|
|
(1,173
|
)
|
Effect of exchange rate changes on cash
|
|
|
565
|
|
|
|
281
|
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
2,229
|
|
|
|
2,278
|
|
|
|
1,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
As of December 31, 2015, 2014 and 2013, cash and cash equivalents were Ps. 2.2 billion, Ps.2.3 billion and Ps.1.2 billion, respectively.
Our goal is to maintain excess cash primarily in short-term investments to ensure adequate liquidity levels. We primarily invest in money
market mutual funds, overnight deposits and term deposits.
On October 25, 2011, the Argentine government issued Decree
No. 1,722/11 providing that all foreign currency revenues obtained from exports made by mining and oil and gas companies must be repatriated and sold on the local foreign exchange market, which is the general regime applicable to revenues
generated by Argentine exports. This decree requires PESA to repatriate and sell in the local foreign exchange market all of its export proceeds.
113
Subsequently, during April and May 2012, Resolution Nos. 142/12 and 231/12 issued by the
Ministry of Economy, and Communication A 5,300 issued by the Central Bank reduced the time period for repatriation of export sale proceeds. In February 2016, Communication A 5,899 issued by the Central Bank eliminated the
time period for repatriation of export collections established by Communication A 5,300. See Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaGovernment intervention in the Argentine economy could
adversely affect our results of operations or financial condition, Item 3. Key InformationExchange Rates, Item 3. Key InformationExchange Controls and Item 5. Operating and Financial Review and
ProspectsDescription of Indebtedness.
Operating Activities
Net cash provided by operations totaled Ps.4.2 billion in 2015, Ps.4.7 billion in 2014 and Ps.2.8 billion in 2013.
Net cash provided by operations decreased by Ps.407 million, or 8.8%, to Ps.4.2 billion in 2015 from Ps.4.6 billion in 2014, mainly as a
result of increased income tax payments and higher business expenses, which were partially offset by increased gross profit in 2015.
Net
cash provided by operations increased by Ps.1.9 billion, or 67.2%, to Ps.4.6 billion in 2014 from Ps.2.8 billion in 2013, mainly as a result of improved gross profit in 2014, partially offset by increased selling expenses in line with the increase
in sales.
Investing Activities
Net cash used in investing activities totaled Ps.4.6 billion in 2015, Ps.3.4 billion in 2014 and Ps.1.8 billion in 2013, as detailed in the
table below. Amounts are stated in million of pesos:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Divestments
|
|
|
792
|
|
|
|
373
|
|
|
|
605
|
|
Capital expenditures
|
|
|
(5,474
|
)
|
|
|
(3,853
|
)
|
|
|
(2,524
|
)
|
Other
|
|
|
62
|
|
|
|
50
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(4,620
|
)
|
|
|
(3,430
|
)
|
|
|
(1,850
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Ps.1,190 million increase in cash used in investing activities in 2015 was mainly due to higher capital
expenditures, partially offset by increased cash from divestments.
The Ps.1,580 million increase in cash used in investing activities in
2014 was mainly due to higher capital expenditures and decreased cash from divestments.
The table below reflects total capital
expenditures, net of divestments, in millions of pesos:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Oil and Gas Exploration and Production
|
|
|
5,079
|
|
|
|
3,460
|
|
|
|
2,237
|
|
Refining and Distribution
|
|
|
191
|
|
|
|
188
|
|
|
|
166
|
|
Petrochemicals
|
|
|
119
|
|
|
|
73
|
|
|
|
101
|
|
Gas and Energy
|
|
|
65
|
|
|
|
97
|
|
|
|
6
|
|
Corporate, Other and Eliminations
|
|
|
20
|
|
|
|
35
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital expenditures
|
|
|
5,474
|
|
|
|
3,853
|
|
|
|
2,524
|
|
Divestments
|
|
|
(792
|
)
|
|
|
(373
|
)
|
|
|
(605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net capital expenditures
|
|
|
4,682
|
|
|
|
3,480
|
|
|
|
1,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114
Oil and Gas Exploration and Production
Capital expenditures in the Oil and Gas Exploration and Production business segment totaled Ps.5.1 billion, Ps.3.5 billion and Ps.2.2 billion
in 2015, 2014 and 2013, respectively.
During 2015, 2014 and 2013, capital expenditures were mainly focused on improving the basic
production curve, on exploration activities and on development of non-conventional gas reserves. Main expenditures included well drilling, expansion of secondary recovery projects and expansion of surface facilities and compression systems. Capital
expenditures were focused on Argentina, primarily in seismic surveys and drilling.
In 2015, our investments included the drilling of 42
producing and injection wells and the repair of 23 wells mainly in the Neuquén basin. In addition, four onshore exploration wells were drilled to obtain data and assess productivity in the Vaca Muerta and Agrio formations.
In 2014, our investment plan involved the drilling of 36 producing and injection wells and the repair of 30 wells in the Neuquén
Austral Basins. This included drilling 30 wells and repairing 22 wells in the Neuquén basin and drilling 6 wells and repairing 8 wells in the Austral Basin. Additionally in December 2014, the legislature of the Province of Rio Negro ratified
the agreement entered into with the government of the Province of Rio Negro to extend for an additional 10-year term our concessions in the 25 de Mayo Medanito S.E., Jagüel de los Machos, Río Neuquén and Entre Lomas fields, which
involves the payment of a fixed bond.
In 2013, our investment plan involved drilling 51 producing and injection wells and repairing 87
wells, mainly in the Neuquén basin, in Puesto Hernández, Medanito, El Mangrullo, Sierra Chata, Aguada de la Arena and Río Neuquén areas. In the Austral Basin, investments were mainly focused on Estancia Agua Fresca and La
Paz areas.
Refining and Distribution
Capital expenditures in the Refining and Distribution business segment totaled Ps.191 million, Ps.188 million and Ps.166 million during 2015,
2014 and 2013, respectively.
During 2015, our investments in the Refinery were focused mainly on safety and environmental matters, legal
compliance, and the optimization and revamping of the different refinery areas. Such investments included the acquisition of a Vacuum Recovery Unit (VRU) as part of the revamping plan of the truck loading yard, the clean up of waste water treatment
tanks, and scheduled shutdowns of processing units and retrofitting works to loading areas at Puerto Galván. In addition, investments at Dock Sud and Caleta Paula Plants were associated with operational improvements related to logistics and
tank revamping works.
During 2014, our investments in the Refinery were focused mainly on a scheduled maintenance shutdown, and, to a
lesser extent, logistics improvements and safety and environmental matters. In addition, investments at Dock Sud and Caleta Paula Plants were associated with operational improvements in logistics and tank revamping works.
During 2013, our investments were made principally in the Bahía Blanca Refinery to improve loading and unloading facilities for
vessels, the dispatch plant and to introduce new safety and environment-related technologies. In addition, at the Dock Sud Plant, Caleta Paula and the Heavy Products Plant, investments were made to improve logistics and tank upgrading.
Petrochemicals
In the
Petrochemicals business segment, capital expenditures totaled Ps. 119 million, Ps.73 million and Ps.101 million in 2015, 2014 and 2013, respectively.
During 2015, we made investments of Ps.127 million, mainly in works related to the scheduled general shutdown, including, among others.
catalyst and furnace tube replacement and compressor manteinance, performed at the Puerto General San Martín complex involving the styrene, ethylbenzene, ethylene plants, and San Lorenzo ethylene plant, the Power Plant and the waste water
treatment plant. In addition, we made investments in the synthetic rubber unit, investments required for the gasoline reforming unit shutdown to be performed in 2016, and investments related to HES, maintenance and operational reliability at the
styrene, polystyrene and synthetic rubber plants.
During 2014, our investments were mainly focused on maintenance works at the styrene,
polystyrene and rubber plants. In addition, completion of investments allowed for an increase in propellant gas production. Also, in 2014, a scheduled shutdown for maintenance works at the ethylene unit in San Lorenzo was completed and preventive
maintenance works in the turbo boiler were carried out.
115
The most significant investments made in 2013 include, among others, investments to increase
energy efficiency at the reforming unit, increase recovery of propellant gas and diversify raw materials for crackers. In addition, the project for installation of a new monomer styrene storage tank and the fourth silo at Zárate Plant was
completed, increasing our flexibility to make bulk deliveries.
Gas and Energy
In the Gas and Energy business segment, capital expenditures totaled Ps. 65 million, Ps.97 million and Ps.6 million in 2015, 2014 and
2013, respectively.
The investments made in 2015 and 2014, were mainly attributable to major maintenance and the extension of the useful
life of gas and steam turbines in the Genelba combined cycle.
Financing Activities
Net cash used in financing activities totaled Ps.233 million, Ps.412 million and Ps.1,173 million, in 2015, 2014 and 2013, respectively, as
detailed in the table below in millions of pesos:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Long-term debt payments
|
|
|
(46
|
)
|
|
|
(111
|
)
|
|
|
(1,302
|
)
|
Short-term debt financing, net
|
|
|
(24
|
)
|
|
|
(124
|
)
|
|
|
96
|
|
Dividends paid
1
|
|
|
(163
|
)
|
|
|
(177
|
)
|
|
|
(16
|
)
|
Long-term debt financing, net
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(233
|
)
|
|
|
(412
|
)
|
|
|
(1,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes dividends paid by PELSA.
|
We paid long-term debt in the amount of Ps.46 million,
Ps.111 million and Ps.1.3 billion in 2015, 2014 and 2013, respectively.
Cash used in financing activities in 2013 included the payment of
our Class R Notes in an amount of Ps.1.2 billion.
We paid cash dividends in the amount of Ps.137 million and Ps.116 million in 2015
and 2014, respectively. In addition, PELSA paid Ps.26 million, Ps.61 million and Ps.16 million attributable to non-controlling interest in 2015, 2014 and 2013, respectively.
116
DESCRIPTION OF INDEBTEDNESS
Substantially all of our financial debt and the debt of our principal subsidiaries is denominated in U.S. dollars. The description that
follows describes the indebtedness of PESA and its consolidated subsidiaries.
As of December 31, 2015, 2014 and 2013, total
indebtedness totaled Ps. 4 billion, Ps.2.7 billion and Ps.2.2 billion, respectively, as detailed in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Short-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
|
29
|
|
|
|
19
|
|
|
|
15
|
|
Financial institutions
|
|
|
32
|
|
|
|
73
|
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61
|
|
|
|
92
|
|
|
|
208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
|
3,910
|
|
|
|
2,562
|
|
|
|
1,943
|
|
Financial Institutions
|
|
|
|
|
|
|
25
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,910
|
|
|
|
2,587
|
|
|
|
2,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total indebtedness
|
|
|
3,971
|
|
|
|
2,679
|
|
|
|
2,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015, an aggregate principal amount of U.S.$300 million of our Series S Notes,
issued under our U.S.$2.5 billion global note program that expired in May 2008, remained outstanding.
Our Series S Notes accrue
interest at a 5.875% annual rate and mature in May 2017. Under the documentation governing the Series S Notes, if a change of control (as defined therein) occurs, we must make an offer to repurchase from the holders any and all outstanding
Series S Notes at a purchase price equal to 101% of the aggregate principal amount of such notes outstanding, plus any accrued and unpaid interest thereon, through the purchase date. Our Series S Notes have the benefit of a credit
enhancement pursuant to a standby purchase agreement entered into by Petrobras, pursuant to which, in the case of a default by us in the payment of principal, interest or any other amounts owed under the Series S Notes, Petrobras would be
obligated to purchase from the holders of such notes, at their face value, all rights to receive payments arising thereunder. See Item 3. Key InformationRisk FactorsWe may not have the ability to raise the funds necessary to
finance a change of control offer as required by our Series S Notes.
The proceeds from the issuances of these notes were used to
refinance liabilities, increase working capital, make capital expenditures in Argentina or make capital contributions to subsidiaries and associates.
In addition, in August 2013, the CNV authorized a new corporate notes program for an outstanding principal amount not to exceed
U.S.$500 million or its equivalent in other currencies, maturing within a 5-year term or the maximum term that may be established by any applicable regulation in the future.
The following table represents our debt maturity profile as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
|
2 years
|
|
|
3 years
|
|
|
Total
|
|
Millions of pesos
|
|
|
61
|
|
|
|
3,910
|
|
|
|
|
|
|
|
3,971
|
|
On June 9, 2005, the Argentine government issued Decree No. 616/05, requiring that any cash inflow
to the domestic market derived from foreign loans to the Argentine private sector shall have a maturity for repayment of at least 365 days from the date of the cash inflow. In addition, at least 30% of the amount had to be deposited with domestic
financial institutions. This deposit (1) had to be registered, (2) had to be non-transferable, (3) had to be non-interest bearing, (4) had to be made in U.S. dollars, (5) had to have a term of 365 days, and (6) could
not be used as security or collateral in connection with other credit transactions. Central Bank communication A 5850, issued on December 17, 2015, and Resolution No. 3 of the Ministry of Economy and Public Finance, issued on
December 18, 2015, reduced from 365 days to 120 days the term for financial loan inflows, and from 30% to 0% the mandatory deposit estiblished by Decree No. 616/05.
Under Central Bank Communication A 4,860, issued on October 30, 2008, export collections required to be transferred and
settled in the local exchange market must be transferred within a ten working day term to foreign offices of local financial institutions, except for export collections applied to the payment of export pre-financings granted by financial
institutions outside Argentina. Under this requirement, the time frame to bring foreign currency into Argentina from certain export collections is reduced, resulting in a restriction on the term and amount of some of our sources of financing.
Central Banks Communication A 5,899, dated February 4, 2016, removed the 10 day-period established by Communication A 4,860.
117
On October 25, 2011, the Argentine government issued Decree No. 1,722/11, providing
that all foreign currency revenues obtained from exports made by mining and oil and gas companies must be repatriated and sold within the local foreign exchange market, which is the general regime applicable to export revenues generated by Argentine
exports. Prior to the issuance of Decree No. 1,722/11, companies engaged in exploration and development of hydrocarbons benefited from a special regime that allowed them to retain overseas up to 70% of the proceeds of certain exports.
Therefore, we now have the obligation to repatriate all of our exports proceeds.
Under Central Bank Communication A 5,300,
issued on April 26, 2012, export collections must be sold in the Argentine foreign currency market within 15 days from receipt of such funds abroad. Central Banks Communication A 5,899, dated February 4, 2016, removed the
15 day-period established by Communication A 5,300.
Under Central Bank Communication A 5,850, issued on
December 17, 2015, and Resolution No. 3/15 of the Ministry of Economy and Public Finance, issued on December 18, 2015, certain restrictions established in Decree No. 616/05 were eliminated by the new administration, including
(i) the elimination of the requirement to mandatory transfer and settle the proceeds from new foreign financial indebtedness incurred by the foreign financial sector, the non-financial private sector and local governments through the MULC
(except that the evidence of the mandatory transfer and settlement of funds through the MULC will still be required for subsequent access to the MULC in order to repay principal and interest of such indebtedness); (ii) the reduction of the
mandatory minimum period in which the proceeds of any new financial indebtedness and renewal of existing indebtedness incurred by residents, held by foreign creditors and transferred through the MULC must be kept in Argentina, from 365 calendar days
to 120 calendar days from the date of the transfer of the relevant amount; (iii) in the case of partial or total prepayment of principal corresponding to foreign financial indebtedness, access to the MULC is permitted subject to the mandatory
minimum period mentioned above; (iv) the reestablishment of Argentine residents rights to purchase foreign currency in an amount up to U.S.$ 2.0 million per month to acquire offshore assets without specific allocation; (v) the
reduction from 30% to 0% of a mandatory, non-transferable and non-interest bearing deposit of the amount of certain transactions involving foreign currency inflows for a 365 calendar day period; and (vi) the elimination of the requirement of a
minimum holding period (72 business hours) related to the purchase and sale of securities authorized to be listed or negotiated in different stock local and international exchange markets.
Under Central Banks Communication A 5,890, dated January 21, 2016, restrictions on the prepayment of new foreign
financial indebtedness were removed. Prepayment of foreign financial indebtedness outstanding prior to December 17, 2015 is only allowed to the extent that prepayment is financed with foreign funds through capital contributions or the
incurrence of foreign financial indebtedness.
Notwithstanding the measures recently adopted by the new administration, future measures
issued by the Argentine government may curtail our ability to finance our operations through new loans granted by our controlling shareholder, its subsidiaries outside Argentina or any other kind of lender. Our ability to execute and carry out our
strategic business plan depends upon our ability to obtain financing at a reasonable cost and on reasonable terms. See Item 3. Key InformationRisk FactorsFactors Relating to ArgentinaGovernment intervention in the Argentine
economy could adversely affect our results of operations or financial condition and Item 3. Key InformationExchange Rates and Item 3. Key InformationExchange Controls.
Change of Control and Cross-Default Provisions
Under the supplemental indenture for the Series S Notes, if a change of control occurs, we must offer to repurchase any and all such notes that
are outstanding at a purchase price equal to 101% of the aggregate principal amount of such notes, plus any accrued and unpaid interest thereon and additional amounts, if any, through the purchase date. Our notes and financial indebtedness as of
December 31, 2015 included cross-default provisions whereby, in the case of the notes, the trustee under the relevant notes may be instructed by the noteholders representing at least 25% of the related outstanding capital to declare, or in the
cases of the bank financings, the relevant lender may declare, as the case may be, all the amounts owed thereunder to be due and payable if any of our or our significant subsidiaries debt is accelerated or not paid when due, provided that
those due and unpaid amounts exceed the higher of U.S.$25 million or 1% of PESAs shareholders equity at the time such debt is due, and provided further that the default has not been eliminated or cured within the applicable legal and/or
contractual terms, after we have been served notice of the default.
In addition, our Series S Notes contain cross-default provisions
that are triggered if the maturity of any indebtedness of Petrobras or of any of its material subsidiaries in a total aggregate principal amount of Ps.100 million or more is accelerated. The Series S Notes also contain other customary
event of default provisions relating to Petrobras. Description of Indebtedness and Liquidity and Capital ResourcesFinancing Activities.
Our outstanding notes and financial indebtedness include additional provisions which, in case of a breach and as long as such default is not
waived or cured under the applicable legal and/or contractual terms, may also result in an acceleration of the debt.
118
In connection with other instruments to which we are a party, certain banking institutions have
issued guarantees at our request in favor of third parties and we could be required to replace or to collateralize them with a cash deposit in case of a change of control. Additionally if we fail to replace or collateralize such guarantees, which
may in turn trigger cross-default provisions in other of our debt instruments then outstanding, and therefore certain amounts may become immediately due. See Item 3. Key InformationRisk FactorsFactors Relating to Our Business
If a change of control occurs, we may not have the ability to raise the funds necessary to finance a change of control the repurchase offer as required by our Series S Notes or to replace or collateralize guarantees.
As of the date of this Annual Report, we have complied with all covenants and other terms and conditions under our loan agreements, corporate
bonds and other financial indebtedness.
119
FUTURE CAPITAL REQUIREMENTS
PESAs shareholders meeting held on April 28, 2016: (a) approved (i) in accordance with legal requirements, an
increase of Ps.810 million in the reserve for future dividens, and the transfer to the legal reserve of Ps.43 million based on our results in 2015, and (ii) the maintenance of the reserve for future investments (consisting of an
increase in the amount of Ps.5,474 million and a decrease in the amount of Ps.5,474 million); and (b) delegated to the Board of Directors the determination of the actual dividend distribution date and amount. As a result of the foregoing,
as of the date of this Annual Report, the reserve for future dividends amounts to Ps.1,969 million and the reserve for future investments amounts to Ps.5,730 million.
We estimate that our capital expenditure requirements, debt payment obligations, dividend payments and working capital will be financed with
cash from operations and, to a lesser extent, with new debt financings and possible divestments.
Our level of investments will depend on
a variety of factors, many of which are beyond our control. These include the future evolution of the price of commodities we sell, the behavior of energy demand in Argentina and in regional markets, the existence and competitive impact of
alternative projects, the enforcement of regulations and changes in applicable regulations, taxes and royalties, and the political, economic and social situation prevailing in the countries where we operate.
Oil and Gas Exploration and Production
Our 2016 investment plan is consistent with reserves replacement and production goals, mainly in the Neuquén basin in Argentina, and is
primarily aimed at ensuring PESAs sustainable growth.
Efforts will continue to develop oil and gas reserves through well drilling,
delimitation of reserves, and expansion of secondary recovery projects and of relevant surface facilities.
Along these lines, and by
using technology existing in Argentina, we will continue with exploration study and investment programs aimed at making new discoveries at conventional and non-conventional oil and gas reservoirs. As of December 31, 2015, we maintained
investment commitments for approximately U.S.$9 million, including the perforation of exploratory wells in the Río Colorado, Río Atuel, and Parva Negra Este blocks, all located in Argentina. PELSA has investment commitments totaling
U.S.$22 million related to the perforation of exploratory wells in the Entre Lomas area.
Refining and Distribution
In 2016, investments will focus on operational efficiency and reliability improvements for refining facilities as a whole and maintenance of
PESAs gas stations network.
Petrochemicals
In 2016, investments will be focused on reliability and maintenance activities, and the performance of a scheduled plant shutdown for
maintenance works at Puerto General San Martín Gasoline Reforming unit.
Gas & Energy
In the Gas and Energy business segment, we will continue to seek to secure self-supply and, at the same time, develop profitable marketing
alternatives.
120
OFF-BALANCE SHEET TRANSACTIONS
Other than as described below, we do not have any off-balance sheet arrangements required to be disclosed by Item 5 of Form 20-F.
OCP Investments Letters of Credit
In order to guarantee compliance with our financial commitments under the Ship or Pay transportation agreement executed with OCP and a portion
of OCPs contractual obligations, we are required to procure letters of credit. These letters of credit are required to remain in effect until December 2018. As of December 31, 2015, we had procured letters of credit for a total amount of
approximately U.S.$64.2 million, mainly related to the Ship or Pay transportation agreement. As the letters of credit expire, we must renew or replace them. Otherwise, we would have to deposit cash in amounts equal to our guarantee obligations,
which would have a material adverse effect on our cash flows.
Other Guarantees
In certain business operations in which PESA and its counterparties act as customers and suppliers, both sides have obtained guarantees
(promissory bonds) in equivalent values, which as of December 31, 2015 amounted to Ps.652 million.
Our warranty bonds, sureties and
guarantees as of December 31, 2015, which are not disclosed individually in the notes to our Audited Consolidated Financial Statements, amounted to Ps.2.6 billion and are mainly related to environmental, operating and legal obligations.
CONTRACTUAL OBLIGATIONS
The following table summarizes certain contractual obligations as of December 31, 2015. The table does not include accounts payable.
For further information on our contractual commitments, please see Note 32 to our Audited Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3 years
|
|
|
3-5 years
|
|
|
More than
5 years
|
|
|
|
(in millions of pesos)
|
|
Debt Obligations
(1)
|
|
|
4,288
|
|
|
|
263
|
|
|
|
4,025
|
|
|
|
|
|
|
|
|
|
Investment commitments
|
|
|
18,654
|
|
|
|
8,235
|
|
|
|
5,438
|
|
|
|
|
|
|
|
4,981
|
|
Purchase Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term service agreement
(2)
|
|
|
2,697
|
|
|
|
1,515
|
|
|
|
944
|
|
|
|
77
|
|
|
|
161
|
|
Petroleum services and materials
(2)
|
|
|
8,526
|
|
|
|
5,611
|
|
|
|
2,451
|
|
|
|
464
|
|
|
|
|
|
Transportation capacity
(3)
|
|
|
1,347
|
|
|
|
143
|
|
|
|
331
|
|
|
|
229
|
|
|
|
644
|
|
Gas purchase agreements for Genelba, PGSM & Bahía Blanca
|
|
|
212
|
|
|
|
212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasolines
|
|
|
23,181
|
|
|
|
3,758
|
|
|
|
4,158
|
|
|
|
4,158
|
|
|
|
11,107
|
|
Crude oil transportation agreement with
OCP
(4)
|
|
|
387
|
|
|
|
299
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
Pension Plan
(4)
|
|
|
540
|
|
|
|
6
|
|
|
|
131
|
|
|
|
95
|
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
59,832
|
|
|
|
20,042
|
|
|
|
17,566
|
|
|
|
5,023
|
|
|
|
17,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas
|
|
|
745
|
|
|
|
745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation capacity
|
|
|
12
|
|
|
|
4
|
|
|
|
7
|
|
|
|
1
|
|
|
|
|
|
Electric power
|
|
|
4,252
|
|
|
|
866
|
|
|
|
1,333
|
|
|
|
1,235
|
|
|
|
818
|
|
LPG
|
|
|
714
|
|
|
|
119
|
|
|
|
240
|
|
|
|
239
|
|
|
|
116
|
|
Gasolines
|
|
|
13,787
|
|
|
|
2,614
|
|
|
|
2,392
|
|
|
|
2,392
|
|
|
|
6,389
|
|
Diesel
|
|
|
247
|
|
|
|
247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
19,757
|
|
|
|
4,595
|
|
|
|
3,972
|
|
|
|
3,867
|
|
|
|
7,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These projected amounts include interest accrued during all the periods presented.
|
121
(2)
|
Estimated price of Ps.0.71 million per million cubic meters.
|
(3)
|
Prices are generally determined by formulas based on future market prices. Estimated prices used to calculate the monetary equivalent of these purchase obligations for purposes of the table are based on current market
prices as of December 31, 2015 and may not reflect actual future prices. Accordingly, the peso amounts provided in this table with respect to these obligations are provided for illustrative purpose only.
|
(4)
|
As set forth in our Audited Consolidated Financial statements included as of December 31, 2015.
|
Debt Obligations.
A description of our contractual obligations with respect to our debt obligations is set forth under
Liquidity and Capital ResourcesDescription of Indebtedness.
Investment Commitments.
The Company and PELSA
have assumed investment commitments in connection whit their interest in exploration and production areas. A further description of our investments commitments is disclosed in Note 29 to our Audited Consolidated Financial Statements.
Long-Term Service Agreement
. We have entered into a long-term service agreement with different service providers in the ordinary course
of our business. The aforementioned contracts provide for the supply of services such as the maintenance and repair of Genelba, transportation between facilities and technical support.
Petroleum services and materials.
We have entered into several agreements with different oil and gas petroleum service providers in
order to ensure the regular supply of services and materials in countries where we conduct oil and gas activities. The aforementioned contracts provide for the supply of services such as pulling, work-over, perforation works, the provision of
materials and others.
Transportation capacity
. We have entered into firm gas transportation agreements with Metrogas and TGS to
provide gas transportation services to our thermal power plant, Genelba. These contracts include firm commitments, which require us to meet our contractual obligations for the entire volume hired, even if no gas is transported. The contract with
Metrogas expires in 2019 and the contract with TGS expires in 2032.
Gas Purchase Agreement for Genelba
. Complementing the gas
transportation agreements mentioned above, we have entered into natural gas supply agreements with TGS. Under these agreements, TGS has committed to supply Genelba Plus and Genelbas natural gas requirements in the event that such supply is not
met internally to ensure that both thermal power plants are able to meet their own contractual energy delivery commitments.
Crude Oil
Transportation Agreement with OCP.
We are party to an agreement with OCP related to oil transportation capacity of 80,000 barrels per day for a 15-year term starting November 10, 2003. This is a Ship or Pay transportation
agreement. Therefore, we must comply with our contractual obligations for the aggregate committed capacity, regardless of the amount of crude oil actually transported, and pay, like the other producers, a rate that covers OCP operating costs and
financial services, among others. As of December 31, 2015, related current and non-current liabilities relating to the outstanding Ship or Pay contract amount to Ps.299 million and Ps.88 million, respectively.
Pension Plans.
A description of our contractual obligations with respect to our pension plans is disclosed in Note 23 to our Audited
Consolidated Financial Statements.
Natural Gas Sales.
These agreements correspond primarily to long-term sales commitments in
order to ensure the sale of natural gas in Argentina.
Transportation capacity
. We have entered into an agreement with R.G.
Albanesi S.A. to provide gas transportation services. This contract extends to 2019.
LPG and Electric Power Sales.
These
agreements correspond primarily to sale commitments in order to ensure the sale of LPG and electric power in Argentina.
Gasolines.
We have entered into agreements with Oil Combustibles that extend until 2026 in order to ensure the supply of virgin naptha to our Refining and Distribution business segment. These contracts require us to purchase virgin naptha from Oil Combustibles
for our Refining and Distribution business segment and for us to sell intermediate gasoline to them.
Diesel.
We have entered into
volume contracts with Minera Alumbrera Limited in order to ensure the sale of diesel. This contract extends to July 2016.
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