Argentina
|
Not
Applicable
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
Nicholas
A. Kronfeld, Esq.
|
Walter
C. Forwood
|
Davis
Polk & Wardwell
|
Alejandro
D. Quiroga
|
450
Lexington Avenue
|
YPF
Sociedad Anónima
|
New
York, NY 10017
|
Avenida
Pte. R. Sáenz Peña 777
|
C1035AAC
Ciudad Autónoma de Buenos Aires,
Argentina
|
Title
of Each Class Of
Securities
To Be Registered
|
Amount
To Be Registered
|
Proposed
Maximum Offering Price per Unit(1)
|
Proposed
Maximum Aggregate Offering
Price(2)
|
Amount
of
Registration
Fee
|
|||
Class
D shares(1)(3)
|
98,328,198
|
$
|
$3,749,254,190
|
$147,345.69 (4)
|
(1)
|
This
registration statement on Form F-3 registers 98,328,198 shares of Class D
common stock, par value Ps.10 per share, of YPF Sociedad Anónima,
including in the form of American depositary shares (“ADSs”), that may be
offered by certain selling
shareholders.
|
(2)
|
Estimated
solely for purposes of calculating the amount of the registration fee
pursuant to Rule 457(c) under the Securities Act based on the average of
the high and low prices of the ADSs as reported by the New York Stock
Exchange on February 15, 2008.
|
(3)
|
A
separate registration statement on Form F-6 was filed on June 17, 1993 for
the registration of the ADSs issued upon deposit of the Class D shares
registered hereby.
|
(4)
|
Previously
paid in connection with initial filing of registration statement on
February 20, 2008.
|
PRELIMINARY
PROSPECTUS
|
Subject
to Completion
|
About
this Prospectus
|
1
|
Summary
|
2
|
Summary
Financial and Operating Data
|
8
|
Risk
Factors
|
14
|
Use
of Proceeds
|
23
|
Exchange
Rates and Controls
|
24
|
Market
Information
|
26
|
Capitalization
|
31
|
Selected
Financial and Operating Data
|
32
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
38
|
Regulatory
Framework and Relationship with the Argentine
Government
|
73
|
Business
|
89
|
Management
|
140
|
Selling
Shareholders
|
152
|
Related
Party Transactions
|
157
|
Description
of Capital Stock
|
158
|
Dividends
and Dividend Policy
|
165
|
Description
of American Depositary Shares
|
167
|
Material
Tax Considerations
|
172
|
Plan
of Distribution
|
177
|
Validity
of Securities
|
180
|
Experts
|
181
|
Forward-Looking
Statements
|
182
|
Where
You Can Find More Information
|
183
|
Incorporation
by Reference
|
184
|
Enforcement
of Judgments Against Foreign Persons
|
185
|
Conversion
Table
|
187
|
Technical
Oil and Gas Terms Used in This Prospectus
|
187
|
·
|
We
operate more than 70 oil and gas fields in Argentina, accounting for
approximately 42% of the country’s total production of crude oil,
excluding natural gas liquids, and approximately 42% of its total natural
gas production, including natural gas liquids, in 2007, according to the
Argentine Secretariat of Energy.
|
·
|
We
had proved reserves, as estimated as of September 30, 2007, of
approximately 646 mmbbl of oil and 3,728 bcf of gas, representing
aggregate reserves of 1,311 mmboe.
|
·
|
In
2006, we produced 126 mmbbl of oil (346 mbbl/d) and 651 bcf of gas (1,779
mmcf/d) and, in the nine months ended September 30, 2007, we produced 89
mmbbl of oil (327 mbbl/d) and 485 bcf of gas
(1,778 mmcf/d).
|
·
|
We
are Argentina’s leading refiner with operations conducted at three wholly
owned refineries with combined annual refining capacity of approximately
116 mmbbl (319.5 mbbl/d). We also have a 50% interest in Refinería del
Norte S.A. (“Refinor”), a jointly controlled entity operated by Petrobras
Energía S.A., which has a refining capacity of 26.1
mbbl/d.
|
·
|
Our
retail distribution network for automotive petroleum products as of
September 30, 2007 consisted of 1,698 YPF-branded service stations, which
we believe represented approximately 30.9% of all service stations in
Argentina.
|
·
|
We
are a leading petrochemical producer in Argentina and in the Southern Cone
of Latin America, with operations conducted through our Ensenada plant. In
addition, Profertil S.A. (“Profertil”), a company that we jointly control,
is a leading producer of urea in the Southern
Cone.
|
As
of and for Nine-Month Period Ended September 30,
|
||||||||||||
2007
|
2007
|
2006
|
||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos,
except
for per share and
per
ADS data)
|
|||||||||||
Consolidated
Income Statement Data:
|
||||||||||||
Argentine
GAAP(1)
|
||||||||||||
Net
sales(2)(3)
|
6,625 | 20,869 | 19,172 | |||||||||
Gross
profit
|
2,207 | 6,952 | 7,644 | |||||||||
Administrative
expenses
|
(178 | ) | (561 | ) | (490 | ) | ||||||
Selling
expenses
|
(489 | ) | (1,541 | ) | (1,356 | ) | ||||||
Exploration
expenses
|
(113 | ) | (356 | ) | (318 | ) | ||||||
Operating
income
|
1,427 | 4,494 | 5,480 | |||||||||
Income
(Loss) on long-term investments
|
12 | 38 | 27 | |||||||||
Other
expenses, net
|
(54 | ) | (171 | ) | (33 | ) | ||||||
Interest
expense
|
(69 | ) | (216 | ) | (151 | ) | ||||||
Other
financial income (expenses) and holding gains (losses),
net
|
195 | 615 | 676 | |||||||||
Reversal
of impairment of other current assets
|
22 | 69 | — | |||||||||
Income
before income tax
|
1,533 | 4,829 | 5,999 | |||||||||
Income
tax
|
(587 | ) | (1,849 | ) | (2,264 | ) | ||||||
Net
income from continuing operations
|
946 | 2,980 | 3,735 | |||||||||
Net
income
|
946 | 2,980 | 3,735 | |||||||||
Earnings
per share and per ADS(4)
|
2.41 | 7.58 | 9.50 | |||||||||
Dividends
per share and per ADS(4) (in pesos)
|
n.a.
|
6.00 | 6.00 | |||||||||
Dividends
per share and per ADS(4)(5) (in U.S. dollars)
|
n.a.
|
1.93 | 1.97 | |||||||||
U.S.
GAAP
|
||||||||||||
Operating
income
|
1,180 | 3,716 | 4,855 | |||||||||
Net
income
|
748 | 2,356 | 3,253 | |||||||||
Earnings
per share and per ADS(4)
|
1.90 | 5.99 | 8.27 | |||||||||
Other
Consolidated Financial Data:
|
||||||||||||
Argentine
GAAP(1)
|
||||||||||||
Fixed
assets depreciation
|
986 | 3,105 | 2,628 | |||||||||
Cash
used in fixed asset acquisitions
|
1,294 | 4,076 | 3,460 | |||||||||
Non-GAAP
|
||||||||||||
EBITDA(6)
|
2,505 | 7,891 | 8,528 | |||||||||
EBITDA
margin(7)
|
n.a.
|
0.38 | 0.44 |
As
of September 30, 2007
|
||||||||
(in
millions of U.S.$)
|
(in
millions of pesos)
|
|||||||
Consolidated
Balance Sheet Data:
|
||||||||
Argentine
GAAP(1)
|
||||||||
Cash
|
34 | 106 | ||||||
Working
capital
|
1,317 | 4,147 | ||||||
Total
assets
|
11,475 | 36,146 | ||||||
Total
debt(8)
|
341 | 1,074 | ||||||
Shareholders’
equity(9)
|
7,922 | 24,955 | ||||||
U.S.
GAAP
|
||||||||
Total
assets
|
12,257 | 38,610 | ||||||
Shareholders’
equity(9)
|
8,889 | 28,000 |
(1)
|
The
financial statements reflect the effect of changes in the purchasing power
of money by the application of the method for restatement in constant
Argentine pesos set forth in Technical Resolution No. 6 of the
F.A.C.P.C.E. and taking into
|
(2)
|
Includes
Ps.999 million for the nine-month period ended September 30, 2007 and
Ps.1,053 million for the nine-month period ended September 30, 2006
corresponding to the proportional consolidation of the net sales of
investees jointly controlled by us and third
parties.
|
(3)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on hydrocarbon exports. Royalties with respect to our
production are accounted for as a cost of production and are not deducted
in determining net sales (see Note 2(g) to YPF Sociedad Anónima’s
individual financial statements included in the Unaudited Individual and
Consolidated Interim Financial
Statements).
|
(4)
|
Information
has been calculated based on outstanding capital stock of 393,312,793
shares. Each ADS represents one Class D share. There were no differences
between basic and diluted earnings per share and ADS for any of the
periods disclosed.
|
(5)
|
Amounts
expressed in U.S. dollars are based on the exchange rate as of the date of
payment. For periods in which more than one dividend payment was made, the
amounts expressed in U.S. dollars are based on exchange rates at the date
of each payment.
|
(6)
|
EBITDA
is calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net
income. For a reconciliation of EBITDA to net income, see “—EBITDA
reconciliation.”
|
(7)
|
EBITDA
margin is calculated by dividing EBITDA by our net
sales.
|
(8)
|
Total
debt under Argentine GAAP includes nominal amounts of long-term debt of
Ps.523 million as of September 30,
2007.
|
(9)
|
Our
subscribed capital as of September 30, 2007 is represented by 393,312,793
shares of common stock and divided into four classes of shares, with a par
value of Ps.10 and one vote per share. These shares are fully subscribed,
paid-in and authorized for stock exchange
listing.
|
As
of and for Year Ended December 31,
|
||||||||||||||||
2006
|
2006
|
2005(1)
|
2004(1)
|
|||||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos,
except
for per share and
per
ADS data)
|
|||||||||||||||
Consolidated
Income Statement Data:
|
||||||||||||||||
Argentine
GAAP(2)
|
||||||||||||||||
Net
sales(3)(4)
|
8,138 | 25,635 | 22,901 | 19,931 | ||||||||||||
Gross
profit
|
3,116 | 9,814 | 11,643 | 10,719 | ||||||||||||
Administrative
expenses
|
(214 | ) | (674 | ) | (552 | ) | (463 | ) | ||||||||
Selling
expenses
|
(570 | ) | (1,797 | ) | (1,650 | ) | (1,403 | ) | ||||||||
Exploration
expenses
|
(146 | ) | (460 | ) | (280 | ) | (382 | ) | ||||||||
Operating
income
|
2,185 | 6,883 | 9,161 | 8,471 | ||||||||||||
Income
(Loss) on long-term investments
|
58 | 183 | 39 | 154 | ||||||||||||
Other
expenses, net
|
(65 | ) | (204 | ) | (545 | ) | (981 | ) | ||||||||
Interest
expense
|
(68 | ) | (213 | ) | (459 | ) | (221 | ) | ||||||||
Other
financial income (expenses) and holding gains (losses),
net
|
212 | 667 | 561 | 359 | ||||||||||||
Income
(Loss) from sale of long-term investments
|
3 | 11 | 15 | — | ||||||||||||
Impairment
of other current assets
|
(22 | ) | (69 | ) | — | — | ||||||||||
Income
before income tax
|
2,304 | 7,258 | 8,772 | 7,782 | ||||||||||||
Income
tax
|
(889 | ) | (2,801 | ) | (3,410 | ) | (3,017 | ) | ||||||||
Net
income from continuing operations
|
1,415 | 4,457 | 5,362 | 4,765 | ||||||||||||
Income
(Loss) on discontinued operations
|
— | — | — | 3 | ||||||||||||
Income
from sale of discontinued operations
|
— | — | — | 139 | ||||||||||||
Net
income
|
1,415 | 4,457 | 5,362 | 4,907 | ||||||||||||
Earnings
per share and per ADS(5)
|
3.60 | 11.33 | 13.63 | 12.48 | ||||||||||||
Dividends
per share and per ADS(5) (in pesos)
|
n.a.
|
6.00 | 12.40 | 13.50 | ||||||||||||
Dividends
per share and per ADS(5)(6) (in U.S. dollars)
|
n.a.
|
1.97 | 4.25 | 4.70 |
As
of and for Year Ended December 31,
|
||||||||||||||||
2006
|
2006
|
2005(1)
|
2004(1)
|
|||||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos,
except
for per share and
per
ADS data)
|
|||||||||||||||
U.S.
GAAP
|
||||||||||||||||
Operating
income
|
1,786 | 5,626 | 8,065 | 6,550 | ||||||||||||
Net
income
|
1,164 | 3,667 | 5,142 | 4,186 | ||||||||||||
Earnings
per share and per ADS(5) (in pesos)
|
n.a.
|
9.32 | 13.07 | 10.64 | ||||||||||||
Consolidated
Balance Sheet Data:
|
||||||||||||||||
Argentine
GAAP
|
||||||||||||||||
Cash
|
37 | 118 | 122 | 492 | ||||||||||||
Working
capital
|
1,557 | 4,905 | 2,903 | 3,549 | ||||||||||||
Total
assets
|
11,236 | 35,394 | 32,224 | 30,922 | ||||||||||||
Total
debt(7)
|
452 | 1,425 | 1,453 | 1,930 | ||||||||||||
Shareholders’
equity(8)
|
7,729 | 24,345 | 22,249 | 21,769 | ||||||||||||
U.S.
GAAP
|
||||||||||||||||
Total
assets
|
11,761 | 37,046 | 34,748 | 32,540 | ||||||||||||
Shareholders’
equity
|
8,330 | 26,241 | 24,254 | 23,506 | ||||||||||||
Other
Consolidated Financial Data:
|
||||||||||||||||
Argentine
GAAP(2)
|
||||||||||||||||
Fixed
assets depreciation
|
1,180 | 3,718 | 2,707 | 2,470 | ||||||||||||
Cash
used in fixed asset acquisitions
|
1,588 | 5,002 | 3,722 | 2,867 | ||||||||||||
Non-GAAP
|
||||||||||||||||
EBITDA(9)
|
3,445 | 10,851 | 11,717 | 10,449 | ||||||||||||
EBITDA
margin(10)
|
n.a.
|
0.42 | 0.51 | 0.52 |
(1)
|
Consolidated
income and balance sheet data for the years ended December 31, 2005 and
2004 set forth above include the retroactive effect from the application
of new accounting rules in Argentina (see Note 1(b) to the Audited
Consolidated Financial Statements).
|
(2)
|
The
financial statements reflect the effect of changes in the purchasing power
of money by the application of the method for restatement in constant
Argentine pesos set forth in Technical Resolution No. 6 of the
F.A.C.P.C.E. and taking into consideration General Resolution No. 441 of
the CNV, which established the discontinuation of the restatement of
financial statements in constant Argentine pesos as from March 1, 2003.
See Note 1 to the Audited Consolidated Financial
Statements.
|
(3)
|
Includes
Ps.1,451 million for the year ended December 31, 2006, Ps.1,216 million
for the year ended December 31, 2005 and Ps.1,122 million for the year
ended December 31, 2004 corresponding to the proportional consolidation of
the net sales of investees in which we hold joint control with third
parties (see Note 13 (b) to the Audited Consolidated Financial
Statements).
|
(4)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on hydrocarbon exports. Royalties with respect to our
production are accounted for as a cost of production and are not deducted
in determining net sales (see Note 2(g) to the Audited Consolidated
Financial Statements).
|
(5)
|
Information
has been calculated based on outstanding capital stock of 393,312,793
shares. Each ADS represents one Class D share. There were no differences
between basic and diluted earnings per share and ADS for any of the years
disclosed.
|
(6)
|
Amounts
expressed in U.S. dollars are based on the exchange rate as of the date of
payment. For periods in which more than one dividend payment was made, the
amounts expressed in U.S. dollars are based on exchange rates at the date
of each payment.
|
(7)
|
Total
debt under Argentine GAAP includes nominal amounts of long-term debt of
Ps.510 million as of December 31, 2006, Ps.1,107 million as of December
31, 2005 and Ps.1,684 million as of December 31,
2004.
|
(8)
|
Our
subscribed capital as of December 31, 2006 is represented by 393,312,793
shares of common stock and divided into four classes of shares, with a par
value of Ps.10 and one vote per share. These shares are fully subscribed,
paid-in and authorized for stock exchange
listing.
|
(9)
|
EBITDA
is calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net
income. For a reconciliation of EBITDA to net income, see “—EBITDA
reconciliation.”
|
(10)
|
EBITDA
margin is calculated by dividing EBITDA by our net
sales.
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Net
income
|
2,980 | 3,735 | 4,457 | 5,362 | 4,907 | |||||||||||||||
Interest
gains on assets
|
(259 | ) | (250 | ) | (338 | ) | (221 | ) | (166 | ) | ||||||||||
Interest
losses on liabilities
|
216 | 151 | 213 | 459 | 221 | |||||||||||||||
Depreciation
of fixed assets
|
3,105 | 2,628 | 3,718 | 2,707 | 2,470 | |||||||||||||||
Income
tax
|
1,849 | 2,264 | 2,801 | 3,410 | 3,017 | |||||||||||||||
EBITDA
|
7,891 | 8,528 | 10,851 | 11,717 | 10,449 |
Nine-Month
Period Ended September 30,
|
Year
Ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
Revisions,
extensions, discoveries and improved recovery of proved reserves as of
period end(1)
|
||||||||||||||||
Oil
(mmbbl)
|
55 | 29 | (153 | ) | 13 | |||||||||||
Gas
(bcf)
|
198 | (17 | ) | (325 | ) | (22 | ) | |||||||||
Total
(mmboe)
|
91 | 27 | (212 | ) | 10 | |||||||||||
Proved
reserves as of period end
|
||||||||||||||||
Oil
(mmbbl)
|
646 | 680 | 777 | 1,064 | (2) | |||||||||||
Gas
(bcf)
|
3,728 | 4,015 | 4,683 | 5,676 | (2) | |||||||||||
Total
(mmboe)
|
1,311 | 1,396 | 1,611 | 2,076 | (2) | |||||||||||
Proved
developed reserves as of period end
|
||||||||||||||||
Oil
(mmbbl)
|
483 | 521 | 604 | 863 | (2) | |||||||||||
Gas
(bcf)
|
2,430 | 2,571 | 3,201 | 4,045 | (2) | |||||||||||
Total
(mmboe)
|
916 | 979 | 1,174 | 1,582 | (2) | |||||||||||
Average
daily production for the period
|
||||||||||||||||
Oil
(mbbl)
|
327 | 346 | 366 | 399 | ||||||||||||
Gas
(mmcf)
|
1,778 | 1,779 | 1,827 | 1,926 | ||||||||||||
Total
(mboe)
|
644 | 663 | 691 | 742 | ||||||||||||
Refining
capacity
|
||||||||||||||||
Capacity
(mbbl/d)(3)
|
320 | 320 | 320 | 320 | ||||||||||||
Retail
distribution network as of period end
|
||||||||||||||||
Service
stations
|
1,698 | 1,731 | 1,794 | 1,832 |
(1)
|
See
“Business—Exploration and Production—Reserves” for more information about
our reserves.
|
(2)
|
As
restated.
|
(3)
|
Excluding
Refinor, which has a refining capacity of 26 mbbl/d and in which we have a
50% interest.
|
·
|
limitations on our ability to pass
increases in international prices of crude
oil and other hydrocarbon fuels and exchange rate fluctuations through to
domestic prices, or to increase local prices of natural gas (in particular
for residential customers), gasoline and
diesel;
|
·
|
higher taxes on exports of
hydrocarbons;
|
·
|
restrictions on hydrocarbon export
volumes driven mainly by the requirement to satisfy domestic
demand;
|
·
|
in connection with the Argentine
government’s policy to provide absolute
priority to domestic demand, regulatory orders to supply natural gas and
other hydrocarbon products to the domestic retail market in excess of
previously contracted
amounts;
|
·
|
the
import of certain hydrocarbon fuels at international market prices to
satisfy domestic demand at significantly lower domestic
prices;
|
·
|
regulatory developments leading to
the imposition of stricter supply requirements, fines or other actions by
governmental authorities in response to fuel shortages at service
stations;
|
·
|
the implementation or imposition
of stricter quality requirements for petroleum products in Argentina;
and
|
·
|
higher taxes on domestic fuel sales not
compensated by price increases.
|
·
|
the results of drilling, testing
and production after the date of the estimates, which may require
substantial revisions;
|
·
|
the quality of available
geological, technical and economic data and the interpretation and
judgment of such
data;
|
·
|
the production performance of our
reservoirs;
|
·
|
developments such as acquisitions
and dispositions, new discoveries and extensions of existing fields and
the application of improved recovery
techniques;
|
·
|
changes in oil and natural gas
prices, which could have an effect on the size of our proved reserves
because the estimates of reserves are based on prices and costs at the
date when such estimates are made, and a decline in the price of oil or
gas could make reserves no longer economically viable to exploit and
therefore not classifiable as proved;
and
|
·
|
whether the prevailing tax rules,
other government regulations and contractual conditions will remain the
same as on the date estimates are made (as changes in tax rules and other government
regulations could make reserves no longer economically viable to
exploit).
|
Low
|
High
|
Average
|
Period
End
|
|||||||||||||
(pesos
per U.S. dollar)
|
||||||||||||||||
Year
ended December 31,
|
||||||||||||||||
2003
|
2.76 | 3.35 | 2.94 | (1) | 2.93 | |||||||||||
2004
|
2.80 | 3.06 | 2.94 | (1) | 2.98 | |||||||||||
2005
|
2.86 | 3.04 | 2.90 | (1) | 3.03 | |||||||||||
2006
|
3.03 | 3.10 | 3.07 | (1) | 3.06 | |||||||||||
2007
|
3.05 | 3.18 | 3.12 | (1) | 3.15 | |||||||||||
Month
|
||||||||||||||||
September
2007
|
3.13 | 3.17 | 3.15 | 3.15 | ||||||||||||
October
2007
|
3.15 | 3.18 | 3.16 | 3.15 | ||||||||||||
November
2007
|
3.12 | 3.15 | 3.14 | 3.15 | ||||||||||||
December
2007
|
3.13 | 3.15 | 3.14 | 3.15 | ||||||||||||
January
2008
|
3.13 | 3.16 | 3.14 | 3.16 | ||||||||||||
February
2008
|
3.15 | 3.17 | 3.16 | 3.16 | ||||||||||||
March
2008(2)
|
3.15 | 3.16 | 3.16 | 3.15 |
(1)
|
Represents
the average of the exchange rates on the last day of each month during the
period.
|
(2)
|
Through
March 6, 2008.
|
High
|
Low
|
|||||||
2003
|
37.35 | 12.99 | ||||||
2004
|
44.00 | 35.95 | ||||||
2005
|
69.20 | 43.20 | ||||||
2006
|
57.38 | 37.00 | ||||||
2007
|
50.10 | 34.37 | ||||||
2008(1)
|
44.74 | 37.10 |
(1)
|
Through March 6, 2008.
|
High
|
Low
|
|||||||
2006:
|
||||||||
First
Quarter
|
57.38 | 51.92 | ||||||
Second
Quarter
|
55.00 | 37.00 | ||||||
Third
Quarter
|
45.45 | 40.01 | ||||||
Fourth
Quarter
|
51.49 | 42.75 | ||||||
2007:
|
||||||||
First
Quarter
|
50.10 | 41.14 | ||||||
Second
Quarter
|
46.41 | 41.42 | ||||||
Third
Quarter
|
45.91 | 34.37 | ||||||
Fourth
Quarter
|
44.97 | 37.02 | ||||||
2008:
|
||||||||
First
Quarter(1)
|
44.74 | 37.10 |
(1)
|
Through March 6, 2008.
|
High
|
Low
|
|||||||
2007:
|
||||||||
September
|
39.54 | 36.60 | ||||||
October
|
44.97 | 38.70 | ||||||
November
|
43.88 | 37.32 | ||||||
December
|
43.15 | 37.02 | ||||||
2008:
|
||||||||
January
|
44.74 | 37.10 | ||||||
February
|
43.08 | 37.60 | ||||||
March(1)
|
40.25 | 39.00 |
(1)
|
Through March 6, 2008.
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||
Market
capitalization (in billions of pesos)(1)
|
1,229 | 771 | 690 | 542 | ||||||||||||
As
percent of GDP(1)
|
183.4 | % | 163 | % | 152 | % | 205 | % | ||||||||
Volume
(in millions of pesos)
|
131,984 | 145,535 | 82,099 | 84,496 | ||||||||||||
Average
daily trading volume (in millions of pesos)
|
574.83 | 577.52 | 376.26 | 339.34 | ||||||||||||
Number
of listed companies(1)
|
106 | 106 | 106 | 110 |
(1)
|
End-of-period
figures for trading on the BASE.
|
High
|
Low
|
|||||||
2003
|
110.00 | 43.75 | ||||||
2004
|
130.00 | 103.00 | ||||||
2005
|
205.00 | 128.00 | ||||||
2006
|
177.50 | 115.00 | ||||||
2007
|
153.00 | 110.90 | ||||||
2008(1)
|
140.00 | 118.00 |
(1)
|
Through March 6, 2008.
|
High
|
Low
|
|||||||
2006:
|
||||||||
First
Quarter
|
177.50 | 159.50 | ||||||
Second
Quarter
|
168.00 | 115.00 | ||||||
Third
Quarter
|
141.00 | 123.50 | ||||||
Fourth
Quarter
|
152.95 | 131.00 | ||||||
2007:
|
||||||||
First
Quarter
|
153.00 | 126.00 | ||||||
Second
Quarter
|
143.50 | 127.00 | ||||||
Third
Quarter
|
143.50 | 107.80 | ||||||
Fourth
Quarter
|
142.00 | 118.00 | ||||||
2008:
|
||||||||
First
Quarter(1)
|
140.00 | 118.00 |
(1)
|
Through March 6, 2008.
|
High
|
Low
|
|||||||
2007:
|
||||||||
September
|
127.80 | 117.00 | ||||||
October
|
145.00 | 122.25 | ||||||
November
|
141.25 | 118.50 | ||||||
December
|
121.00 | 116.00 | ||||||
2008:
|
||||||||
January
|
140.00 | 118.00 | ||||||
February
|
137.00 | 120.00 | ||||||
March(1)
|
130.00 | 125.00 |
(1)
|
Through March 6, 2008.
|
As
of September 30, 2007
|
||||||||
(in
millions
of
U.S. dollars)(1)
|
(in
millions
of
pesos)
|
|||||||
Short-term
indebtedness
|
175 | 551 | ||||||
Long-term
indebtedness
|
166 | 523 | ||||||
Total
shareholders’ equity
|
7,922 | 24,955 | ||||||
Total
capitalization
|
8,263 | 26,029 |
(1)
|
U.S.
dollar amounts are based on the exchange rate at September 28, 2007 of
Ps.3.15 to U.S.$1.00 (the last rate quoted in September
2007).
|
As
of and for Nine-Month Period Ended September 30,
|
||||||||||||
2007
|
2007
|
2006
|
||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos, except for per share and per ADS data)
|
|||||||||||
Consolidated
Income Statement Data:
|
||||||||||||
Argentine
GAAP(1)
|
||||||||||||
Net
sales(2)(3)
|
6,625 | 20,869 | 19,172 | |||||||||
Gross
profit
|
2,207 | 6,952 | 7,644 | |||||||||
Administrative
expenses
|
(178 | ) | (561 | ) | (490 | ) | ||||||
Selling
expenses
|
(489 | ) | (1,541 | ) | (1,356 | ) | ||||||
Exploration
expenses
|
(113 | ) | (356 | ) | (318 | ) | ||||||
Operating
income
|
1,427 | 4,494 | 5,480 | |||||||||
Income
(Loss) on long-term investments
|
12 | 38 | 27 | |||||||||
Other
expenses, net
|
(54 | ) | (171 | ) | (33 | ) | ||||||
Interest
expense
|
(69 | ) | (216 | ) | (151 | ) | ||||||
Other
financial income (expenses) and holding gains (losses),
net
|
195 | 615 | 676 | |||||||||
Reversal
of impairment of other current assets
|
22 | 69 | — | |||||||||
Income
before income tax
|
1,533 | 4,829 | 5,999 | |||||||||
Income
tax
|
(587 | ) | (1,849 | ) | (2,264 | ) | ||||||
Net
income from continuing operations
|
946 | 2,980 | 3,735 | |||||||||
Net
income
|
946 | 2,980 | 3,735 | |||||||||
Earnings
per share and per ADS(4)
|
2.41 | 7.58 | 9.50 | |||||||||
Dividends
per share and per ADS(4) (in pesos)
|
n.a.
|
6.00 | 6.00 | |||||||||
Dividends
per share and per ADS(4)(5) (in U.S. dollars)
|
n.a.
|
1.93 | 1.97 | |||||||||
U.S.
GAAP
|
||||||||||||
Operating
income
|
1,180 | 3,716 | 4,855 | |||||||||
Net
income
|
748 | 2,356 | 3,253 | |||||||||
Earnings
per share and per ADS(4) (in pesos)
|
1.90 | 5.99 | 8.27 | |||||||||
Other
Consolidated Financial Data:
|
||||||||||||
Argentine
GAAP(1)
|
||||||||||||
Fixed
assets depreciation
|
986 | 3,105 | 2,628 | |||||||||
Cash
used in fixed asset acquisitions
|
1,294 | 4,076 | 3,460 | |||||||||
Non-GAAP
|
||||||||||||
EBITDA(6)
|
2,505 | 7,891 | 8,528 | |||||||||
EBITDA
margin(7)
|
n.a.
|
0.38 | 0.44 |
As
of September 30, 2007
|
||||||||
(in
millions of U.S.$)
|
(in
millions of pesos)
|
|||||||
Consolidated
Balance Sheet Data:
|
||||||||
Argentine
GAAP(1)
|
||||||||
Cash
|
34 | 106 | ||||||
Working
capital
|
1,317 | 4,147 | ||||||
Total
assets
|
11,475 | 36,146 | ||||||
Total
debt(8)
|
341 | 1,074 | ||||||
Shareholders’
equity(9)
|
7,922 | 24,955 | ||||||
U.S.
GAAP
|
||||||||
Total
assets
|
12,257 | 38,610 | ||||||
Shareholders’
equity(9)
|
8,889 | 28,000 |
(1)
|
The
financial statements reflect the effect of changes in the purchasing power
of money by the application of the method for restatement in constant
Argentine pesos set forth in Technical Resolution No. 6 of the
F.A.C.P.C.E. and taking into consideration General Resolution No. 441 of
the CNV, which established the discontinuation of the restatement of
financial statements in constant Argentine pesos as from March 1, 2003.
See Note 1 to YPF S.A.’s individual financial statements included in the
Unaudited Individual and Consolidated Interim Financial
Statements.
|
(2)
|
Includes
Ps.999 million for the nine-month period ended September 30, 2007 and
Ps.1,053 million for the nine-month period ended September 30, 2006
corresponding to the proportional consolidation of the net sales of
investees controlled jointly by us and third
parties.
|
(3)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on hydrocarbon exports. Royalties with respect to our
production are accounted for as a cost of production and are not deducted
in determining net sales (see Note 2(g) to YPF Sociedad Anónima’s
individual financial statements included in the Unaudited Individual and
Consolidated Interim Financial
Statements).
|
(4)
|
Information
has been calculated based on outstanding capital stock of 393,312,793
shares. Each ADS represents one Class D share. There were no differences
between basic and diluted earnings per share and ADS for any of the years
disclosed.
|
(5)
|
Amounts
expressed in U.S. dollars are based on the exchange rate as of the date of
payment. For periods in which more than one dividend payment was made, the
amounts expressed in U.S. dollars are based on exchange rates at the date
of each payment.
|
(6)
|
EBITDA
is calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net
income. For a reconciliation of EBITDA to net income, see “—EBITDA
reconciliation.”
|
(7)
|
EBITDA
margin is calculated by dividing EBITDA by our net
sales.
|
(8)
|
Total
debt under Argentine GAAP includes nominal amounts of long-term debt of
Ps.523 million as of September 30,
2007.
|
(9)
|
Our
subscribed capital as of September 30, 2007 is represented by 393,312,793
shares of common stock and divided into four classes of shares, with a par
value of Ps.10 and one vote per share. These shares are fully subscribed,
paid-in and authorized for stock exchange
listing.
|
As
of and for Year Ended December 31,
|
||||||||||||||||||||||||
2006
|
2006
|
2005(1)
|
2004(1)
|
2003(2)
|
2002(2)
|
|||||||||||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos,
except
for per share
and
per ADS data)
|
|||||||||||||||||||||||
Consolidated
Income Statement Data:
|
||||||||||||||||||||||||
Argentine
GAAP(3)
|
||||||||||||||||||||||||
Net
sales(4)(5)
|
8,138 | 25,635 | 22,901 | 19,931 | 17,514 | 17,050 | ||||||||||||||||||
Gross
profit
|
3,116 | 9,814 | 11,643 | 10,719 | 9,758 | 8,424 | ||||||||||||||||||
Administrative
expenses
|
(214 | ) | (674 | ) | (552 | ) | (463 | ) | (378 | ) | (411 | ) | ||||||||||||
Selling
expenses
|
(570 | ) | (1,797 | ) | (1,650 | ) | (1,403 | ) | (1,148 | ) | (1,077 | ) | ||||||||||||
Exploration
expenses
|
(146 | ) | (460 | ) | (280 | ) | (382 | ) | (277 | ) | (240 | ) | ||||||||||||
Operating
income
|
2,185 | 6,883 | 9,161 | 8,471 | 7,955 | 6,696 | ||||||||||||||||||
Income
(Loss) on long-term investments
|
58 | 183 | 39 | 154 | 150 | (450 | ) | |||||||||||||||||
Amortization
of goodwill
|
— | — | — | — | — | (13 | ) | |||||||||||||||||
Other
expenses, net
|
(65 | ) | (204 | ) | (545 | ) | (981 | ) | (152 | ) | (245 | ) | ||||||||||||
Interest
expense
|
(68 | ) | (213 | ) | (459 | ) | (221 | ) | (252 | ) | (679 | ) | ||||||||||||
Other
financial income (expenses) and holding gains (losses),
net
|
212 | 667 | 561 | 359 | 202 | (2,312 | ) | |||||||||||||||||
Income
(Loss) from sale of long-term investments
|
3 | 11 | 15 | — | — | 690 | ||||||||||||||||||
Impairment
of other current assets
|
(22 | ) | (69 | ) | — | — | — | — | ||||||||||||||||
Income
before income tax
|
2,304 | 7,258 | 8,772 | 7,782 | 7,903 | 3,687 | ||||||||||||||||||
Income
tax
|
(889 | ) | (2,801 | ) | (3,410 | ) | (3,017 | ) | (3,290 | ) | (58 | ) | ||||||||||||
Net
income from continuing operations
|
1,415 | 4,457 | 5,362 | 4,765 | 4,613 | 3,629 | ||||||||||||||||||
Income
(Loss) on discontinued operations
|
— | — | — | 3 | 15 | (13 | ) | |||||||||||||||||
Income
from sale of discontinued operations
|
— | — | — | 139 | — | — | ||||||||||||||||||
Net
income
|
1,415 | 4,457 | 5,362 | 4,907 | 4,628 | 3,616 | ||||||||||||||||||
Earnings
per share and per ADS(6)
|
3.60 | 11.33 | 13.63 | 12.48 | 11.77 | 9.19 | ||||||||||||||||||
Dividends
per share and per ADS(6) (in pesos)
|
n.a.
|
6.00 | 12.40 | 13.50 | 7.60 | 4.00 | ||||||||||||||||||
Dividends
per share and per ADS(6)(7) (in U.S. dollars)
|
n.a.
|
1.97 | 4.24 | 4.70 | 2.62 | 1.12 | ||||||||||||||||||
U.S.
GAAP
|
||||||||||||||||||||||||
Operating
income
|
1,786 | 5,626 | 8,065 | 6,550 | 7,567 | 5,173 | ||||||||||||||||||
Net
income
|
1,164 | 3,667 | 5,142 | 4,186 | 4,435 | 3,498 | ||||||||||||||||||
Earnings
per share and per ADS(6) (in pesos)
|
n.a.
|
9.32 | 13.07 | 10.64 | 11.28 | 8.89 |
As
of and for Year Ended December 31,
|
||||||||||||||||||||||||
2006
|
2006
|
2005(1)
|
2004(1)
|
2003(2)
|
2002(2)
|
|||||||||||||||||||
(in
millions of U.S.$, except for per share and per ADS data)
|
(in
millions of pesos,
except
for per share
and
per ADS data)
|
|||||||||||||||||||||||
Consolidated
Balance Sheet Data:
|
||||||||||||||||||||||||
Argentine
GAAP(3)
|
||||||||||||||||||||||||
Cash
|
37 | 118 | 122 | 492 | 355 | 309 | ||||||||||||||||||
Working
capital
|
1,557 | 4,905 | 2,903 | 3,549 | 4,001 | 4,063 | ||||||||||||||||||
Total
assets
|
11,236 | 35,394 | 32,224 | 30,922 | 32,944 | 31,756 | ||||||||||||||||||
Total
debt(8)
|
452 | 1,425 | 1,453 | 1,930 | 2,998 | 5,552 | ||||||||||||||||||
Shareholders’
equity(9)
|
7,729 | 24,345 | 22,249 | 21,769 | 22,534 | 20,896 | ||||||||||||||||||
U.S.
GAAP(3)
|
||||||||||||||||||||||||
Total
assets
|
11,761 | 37,046 | 34,748 | 32,540 | 34,125 | 36,280 | ||||||||||||||||||
Shareholders’
equity(2)
|
8,330 | 26,241 | 24,254 | 23,506 | 24,334 | 26,303 | ||||||||||||||||||
Other
Consolidated Financial Data:
|
||||||||||||||||||||||||
Argentine
GAAP
|
||||||||||||||||||||||||
Fixed
assets depreciation
|
1,180 | 3,718 | 2,707 | 2,470 | 2,307 | 2,161 | ||||||||||||||||||
Cash
used in fixed asset acquisitions
|
1,588 | 5,002 | 3,722 | 2,867 | 2,418 | 2,898 | ||||||||||||||||||
Non-GAAP
|
||||||||||||||||||||||||
EBITDA(10)
|
3,445 | 10,851 | 11,717 | 10,449 | 10,245 | 6,255 | ||||||||||||||||||
EBITDA
margin(11)
|
n.a.
|
0.42 | 0.51 | 0.52 | 0.58 | 0.37 |
(1)
|
Consolidated
income and balance sheet data for the years ended December 31, 2005 and
2004 set forth above include the retroactive effect from the application
of new accounting rules in Argentina (see Note 1(b) to the Audited
Consolidated Financial Statements).
|
(2)
|
Consolidated
income and balance sheet data for the years ended December 31, 2003 and
2002 set forth above do not include the retroactive effect from the
application of new accounting rules in Argentina (see Note 1(b) to the
Audited Consolidated Financial
Statements).
|
(3)
|
The
financial statements reflect the effect of changes in the purchasing power
of money by the application of the method for restatement in constant
Argentine pesos set forth in Technical Resolution No. 6 of the
F.A.C.P.C.E. and taking into consideration General Resolution No. 441 of
the CNV, which established the discontinuation of the restatement of
financial statements in constant Argentine pesos as from March 1, 2003.
See Note 1 to the Audited Consolidated Financial
Statements.
|
(4)
|
Includes
Ps.1,451 million for the year ended December 31, 2006, Ps.1,216 million
for the year ended December 31, 2005, Ps.1,122 million for the year ended
December 31, 2004, Ps.760 million for the year ended December 31, 2003 and
Ps.1,019 million for the year ended December 31, 2002 corresponding to the
proportional consolidation of the net sales of investees in which we hold
joint control with third parties (see Note 13(b) to the Audited
Consolidated Financial Statements).
|
(5)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax
and, from 2002, customs duties on hydrocarbon exports. Royalties with
respect to our production are accounted for as a cost of production and
are not deducted in determining net sales. See Note 2(g) to the Audited
Consolidated Financial Statements.
|
(6)
|
Information
has been calculated based on outstanding capital stock of 393,312,793
shares. Each ADS represents one Class D share. There were no differences
between basic and diluted earnings per share and ADS for any of the years
disclosed.
|
(7)
|
Amounts
expressed in U.S. dollars are based on the exchange rate as of the date of
payment. For periods in which more than one dividend payment was made, the
amounts expressed in U.S. dollars are based on exchange rates at the date
of each payment.
|
(8)
|
Total
debt under Argentine GAAP includes nominal amounts of long-term debt of
Ps.510 million as of December 31, 2006, Ps.1,107 million as of December
31, 2005, Ps.1,684 million as of December 31, 2004, Ps.2,085 million as of
December 31, 2003 and Ps.3,760 million as of December 31,
2002.
|
(9)
|
Our
subscribed capital as of December 31, 2006 is represented by 393,312,793
shares of common stock and divided into four classes of shares, with a par
value of Ps.10 and one vote per share. These shares are fully subscribed,
paid-in and authorized for stock exchange
listing.
|
(10)
|
EBITDA
is calculated by excluding interest gains on assets, interest losses on
liabilities, income tax and depreciation of fixed assets from our net
income. For a reconciliation of EBITDA to net income, see “—EBITDA
reconciliation.”
|
(11)
|
EBITDA
margin is calculated by dividing EBITDA by our net
sales.
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||||||||||
Net
income
|
2,980 | 3,735 | 4,457 | 5,362 | 4,907 | 4,628 | 3,616 | |||||||||||||||||||||
Interest
gains on assets
|
(259 | ) | (250 | ) | (338 | ) | (221 | ) | (166 | ) | (232 | ) | (259 | ) | ||||||||||||||
Interest
losses on liabilities
|
216 | 151 | 213 | 459 | 221 | 252 | 679 | |||||||||||||||||||||
Depreciation
of fixed assets
|
3,105 | 2,628 | 3,718 | 2,707 | 2,470 | 2,307 | 2,161 | |||||||||||||||||||||
Income
tax
|
1,849 | 2,264 | 2,801 | 3,410 | 3,017 | 3,290 | 58 | |||||||||||||||||||||
EBITDA
|
7,891 | 8,528 | 10,851 | 11,717 | 10,449 | 10,245 | 6,255 |
Nine-Month
Period Ended September 30,
|
Year
Ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
Revisions,
extensions, discoveries and improved recovery of proved reserves as of
period end(1)
|
||||||||||||||||
Oil
(mmbbl)
|
55 | 29 | (153 | ) | 13 | |||||||||||
Gas
(bcf)
|
198 | (17 | ) | (325 | ) | (22 | ) | |||||||||
Total
(mmboe) expenses
|
91 | 27 | (212 | ) | 10 | |||||||||||
Proved
reserves as of period end
|
||||||||||||||||
Oil
(mmbbl)
|
646 | 680 | 777 | 1,064 | (2) | |||||||||||
Gas
(bcf)
|
3,728 | 4,015 | 4,683 | 5,676 | (2) | |||||||||||
Total
(mmboe) expenses
|
1,311 | 1,396 | 1,611 | 2,076 | (2) | |||||||||||
Proved
developed reserves as of period end
|
||||||||||||||||
Oil
(mmbbl)
|
483 | 521 | 604 | 863 | (2) | |||||||||||
Gas
(bcf)
|
2,430 | 2,571 | 3,201 | 4,045 | (2) | |||||||||||
Total
(mmboe) expenses
|
916 | 979 | 1,174 | 1,582 | (2) | |||||||||||
Average
daily production for the period
|
||||||||||||||||
Oil
(mbbl)
|
327 | 346 | 366 | 399 | ||||||||||||
Gas
(mmcf)
|
1,778 | 1,779 | 1,827 | 1,926 | ||||||||||||
Total
(mboe) expenses
|
644 | 663 | 691 | 742 | ||||||||||||
Refining
capacity
|
||||||||||||||||
Capacity
(mbbl/d)(3)
|
320 | 320 | 320 | 320 | ||||||||||||
Retail
distribution network as of period end
|
||||||||||||||||
Service
stations
|
1,698 | 1,731 | 1,794 | 1,832 |
(1)
|
See
“Business—Exploration and Production—Reserves” for more information about
our reserves.
|
(2)
|
As
restated.
|
(3)
|
Excluding
Refinor, which has a refining capacity of 26 mbbl/d and in which we have a
50% interest.
|
·
|
We
operate more than 70 oil and gas fields in Argentina, accounting for
approximately 42% of the country’s total production of crude oil,
excluding natural gas liquids, and approximately 42% of its total natural
gas production, including natural gas liquids, in 2007, according to the
Argentine Secretariat of Energy.
|
·
|
We
had proved reserves, as estimated as of September 30, 2007, of
approximately 646 mmbbl of oil and 3,728 bcf of gas, representing
aggregate reserves of 1,311 mmboe.
|
·
|
In
2006, we produced 126 mmbbl of oil (346 mbbl/d) and 651 bcf of gas (1,779
mmcf/d) and, in the nine months ended September 30, 2007, we produced 89
mmbbl of oil (327 mbbl/d) and 485 bcf of gas
(1,778 mmcf/d).
|
·
|
We
are Argentina’s leading refiner with operations conducted at three wholly
owned refineries with combined annual refining capacity of approximately
116 mmbbl (319.5 mbbl/d). We also have a 50% interest in Refinor, a
jointly controlled entity operated by Petrobras Energía S.A., which has a
refining capacity of 26.1 mbbl/d.
|
·
|
Our
retail distribution network for automotive petroleum products as of
September 30, 2007 consisted of 1,698 YPF-branded service stations, which
we believe represented approximately 30.9% of all service stations in
Argentina.
|
·
|
We
are a leading petrochemical producer in Argentina and in the Southern Cone
of Latin America, with operations conducted through our Ensenada plant. In
addition, Profertil, a company that we jointly control, is a leading
producer of urea in the Southern
Cone.
|
For
the Nine-Month Period Ended September 30,
|
For
the Year
Ended
December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Net
sales
|
20,869 | 19,172 | 25,635 | 22,901 | 19,931 | |||||||||||||||
Cost
of sales
|
(13,917 | ) | (11,528 | ) | (15,821 | ) | (11,258 | ) | (9,212 | ) | ||||||||||
Gross
profit
|
6,952 | 7,644 | 9,814 | 11,643 | 10,719 | |||||||||||||||
Administrative
expenses
|
(561 | ) | (490 | ) | (674 | ) | (552 | ) | (463 | ) | ||||||||||
Selling
expenses
|
(1,541 | ) | (1,356 | ) | (1,797 | ) | (1,650 | ) | (1,403 | ) | ||||||||||
Exploration
expenses
|
(356 | ) | (318 | ) | (460 | ) | (280 | ) | (382 | ) | ||||||||||
Operating
income
|
4,494 | 5,480 | 6,883 | 9,161 | 8,471 | |||||||||||||||
Income
on long-term investments
|
38 | 27 | 183 | 39 | 154 | |||||||||||||||
Other
expenses, net
|
(171 | ) | (33 | ) | (204 | ) | (545 | ) | (981 | ) | ||||||||||
Financial
income, net and holding
gains
|
399 | 525 | 454 | 102 | 138 | |||||||||||||||
Income
from sale of long-term investments
|
— | — | 11 | 15 | — | |||||||||||||||
Impairment
of other assets
|
69 | — | (69 | ) | — | — | ||||||||||||||
Net
income before income tax
|
4,829 | 5,999 | 7,258 | 8,772 | 7,782 | |||||||||||||||
Income
tax
|
(1,849 | ) | (2,264 | ) | (2,801 | ) | (3,410 | ) | (3,017 | ) | ||||||||||
Net
income from continuing operations
|
2,980 | 3,735 | 4,457 | 5,362 | 4,765 | |||||||||||||||
Income
on discontinued operations
|
— | — | — | — | 3 | |||||||||||||||
Income
from sale of discontinued operations
|
— | — | — | — | 139 | |||||||||||||||
Net
income
|
2,980 | 3,735 | 4,457 | 5,362 | 4,907 |
·
|
the
volume of crude oil, oil byproducts and natural gas we produce and
sell;
|
·
|
domestic
price limitations;
|
·
|
export
restrictions and domestic supply
requirements;
|
·
|
international
prices of crude oil and oil
products;
|
·
|
our
capital expenditures;
|
·
|
inflation
and cost increases;
|
·
|
domestic
market demand for hydrocarbon
products;
|
·
|
operational
risks;
|
·
|
taxes,
including export taxes;
|
·
|
capital
controls;
|
·
|
the
Argentine peso/U.S. dollar exchange
rate;
|
·
|
dependence
on the infrastructure and logistics network used to deliver our
products;
|
·
|
laws
and regulations affecting our operations;
and
|
·
|
interest
rates.
|
Nine
months ended September 30,
|
Year
ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
Crude
Oil in Argentina
|
||||||||||||||||
Production
(mmbbl)
|
176.5 | 240.7 | 243.0 | 255.7 | ||||||||||||
Exports
(mmbbl)
|
15.2 | 32.0 | 54.6 | 64.4 | ||||||||||||
Imports
(mmbbl)
|
0.2 | 0.6 | 1.6 | 3.7 | ||||||||||||
Natural
Gas in Argentina
|
||||||||||||||||
Sales
(mmcm)(1)
|
29,105.0 | 36,362.0 | 34,685.0 | 33,472.7 | ||||||||||||
Production
(mmcm)
|
38,523.1 | 51,779.0 | 51,573.0 | 52,385.0 | ||||||||||||
Exports
(mmcm)
|
1,128.2 | 2,487.0 | 6,600.1 | 7,348.1 | ||||||||||||
Imports
(mmcm)
|
1,088.8 | 1,428.5 | 1,610.5 | 804.1 | ||||||||||||
Diesel
in Argentina
|
||||||||||||||||
Sales
(mcm)(2)
|
10,927.4 | 13,903.4 | 13,074.4 | 12,450.1 | ||||||||||||
Production
(mcm)
|
9,708.5 | 12,570.3 | 11,673.4 | 12,011.9 | ||||||||||||
Exports
(mcm)
|
37.9 | 108.8 | 276.4 | 1,067.5 | ||||||||||||
Imports
(mcm)
|
570.4 | 446.9 | 678.7 | 400.2 | ||||||||||||
Gasoline
in Argentina
|
||||||||||||||||
Sales
(mcm)(2)
|
2,863.7 | 4,608.4 | 4,028.6 | 3,748.8 | ||||||||||||
Production
(mcm)
|
4,483.5 | 5,889.3 | 6,043.1 | 5,964.0 | ||||||||||||
Exports
(mcm)
|
884.7 | 1,732.0 | 2,955.2 | 2,740.9 | ||||||||||||
Imports
(mcm)
|
12.8 | 33.2 | 14.1 | 40.7 |
(1)
|
Includes
total domestic market deliveries.
|
(2)
|
Includes
domestic market sales.
|
·
|
Price limitations. In
order to support economic growth, the Argentine government has sought to
limit increases in hydrocarbons prices through a number of policies and
measures. As a result, Argentina’s domestic hydrocarbon prices have not
increased at the pace of international and regional prices, as described
in “—Differences between Argentine and international prices for
hydrocarbon products.”
|
·
|
Export restrictions.
Since 2004, the Argentine government has prioritized domestic demand and
adopted policies and regulations restricting the export of certain
hydrocarbon products. These restrictions have impacted our export sales as
described in “—Declining export
volumes.”
|
·
|
Export duties. Since
the economic crisis in 2002, the Argentine government has imposed export
taxes on certain hydrocarbon products. These taxes have increased
substantially in the following years as international prices have surged.
For a description of the most recent export duties on hydrocarbon exports,
see “—International oil and gas prices and Argentine export
taxes.”
|
·
|
Domestic supply
requirements. The Argentine government has at times issued
regulatory orders requiring producers to inject natural gas in excess of
contractual commitments and supply other hydrocarbon products to the
domestic market. As a result, we have had to limit our exports. In
addition, we have imported diesel in order to satisfy domestic demand,
which has increased our operating costs, as described in “—Increasing cost
of sales.”
|
·
|
Energy Substitution
Program. The Argentine Secretariat of Energy, by Resolution SE No.
459/07 of July 12, 2007, created the “Energy Substitution Program” (Programa de Energía
Total), which is designed to mitigate shortages of natural gas and
electricity by encouraging industrial users to substitute natural gas and
electricity during the Argentine winter with imported diesel, fuel oil and
LPG subsidized by the government. See “Regulatory Framework and
Relationship with the Argentine Government—Market Regulation—Refined
Products.” Under this program, we and other companies import diesel, fuel
oil and LPG that we then sell to industrial users in Argentina at the
prevailing domestic natural gas prices, with the difference refunded to us
by the Argentine government. As a result, this program has the effect of
increasing our net sales and volumes sold, but is operating income-neutral
since we do not earn any margin on products sold under this
program.
|
Nine-Month
Period Ended
September
30,
|
Year
Ended
December
31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
Product
|
Units
Sold
|
|||||||||||||||||||
Oil
(mcm)
|
348 | 692 | 874 | 1,776 | 2,904 | |||||||||||||||
Natural
gas (mmcm)
|
1,204 | 2,142 | 3,090 | 3,071 | 3,176 | |||||||||||||||
Diesel
(mcm)
|
99 | 111 | 149 | 327 | 1,103 | |||||||||||||||
Gasoline
(mcm)
|
1,084 | 1,288 | 1,695 | 2,385 | 2,408 |
Nine-Month
Period Ended
September
30,
|
Year
Ended
December
31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
Product
|
Units
Sold
|
|||||||||||||||||||
Fuel
oil (mtn)
|
833 | 679 | 903 | 696 | 650 | |||||||||||||||
Petrochemicals
(mtn)
|
498 | 549 | 700 | 749 | 821 |
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended
December
31,
|
|||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||||||||||||||||||
Peso
|
U.S.$ | (1) |
Peso
|
U.S.$ | (1) |
Peso
|
U.S.$ | (1) |
Peso
|
U.S.$ | (1) | |||||||||||||||||||||
Natural
gas(2)(3)
|
150 | 49 | 156 | 51 | 127 | 44 | 99 | 34 | ||||||||||||||||||||||||
Diesel(4)
|
974 | (5) | 315 | 862 | 282 | 839 | 289 | 788 | 270 | |||||||||||||||||||||||
Gasoline
products(6)
|
932 | 302 | 887 | 291 | 879 | 302 | 862 | 295 |
(1)
|
Amounts
translated from Argentine pesos at the average exchange rate for the
period.
|
(2)
|
Per
thousand cubic meters.
|
(3)
|
Reflects
the average of residential prices (which are generally lower than prices
to other segments) and industrial
prices.
|
(4)
|
Per
cubic meter. Does not include sales by Refinor, in which we have a 50%
interest and which is proportionally consolidated in our consolidated
financial statements.
|
(5)
|
Our
average price for diesel for the nine-month period ended September 30,
2007 was positively affected by sales at import parity prices under the
Energy Substitution Program. Such sales accounted for 53 mcm of our total
of 6,185 mcm of diesel sold in the domestic market during this
period.
|
(6)
|
Per
cubic meter. Does not include sales by Refinor, in which we have a 50%
interest, and which is proportionally consolidated in our consolidated
financial statements. The average price shown for each period is the
volume-weighted average price of the various grades of gasoline products
sold by us in the domestic market during such
period.
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Inventories
at beginning of year
|
1,697 | 1,315 | 1,315 | 1,134 | 806 | |||||||||||||||
Purchases
for the period
|
4,902 | 3,370 | 4,351 | 2,755 | 1,708 | |||||||||||||||
Production
costs(1)
|
9,499 | 8,305 | 11,458 | 8,440 | 7,629 | |||||||||||||||
Holding
gains on inventories
|
313 | 442 | 394 | 244 | 203 | |||||||||||||||
Inventories
at end of period
|
(2,494 | ) | (1,904 | ) | (1,697 | ) | (1,315 | ) | (1,134 | ) | ||||||||||
Cost
of sales
|
13,917 | 11,528 | 15,821 | 11,258 | 9,212 |
(1)
|
The
table below presents, for each of the periods indicated, a breakdown of
our consolidated production costs by
category:
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Salaries
and social security taxes
|
617 | 477 | 649 | 492 | 361 | |||||||||||||||
Fees
and compensation for services
|
117 | 69 | 114 | 63 | 35 | |||||||||||||||
Other
personal expenses
|
199 | 150 | 215 | 158 | 130 | |||||||||||||||
Taxes,
charges and contributions
|
165 | 133 | 191 | 158 | 143 | |||||||||||||||
Royalties
and easements
|
1,465 | 1,603 | 2,095 | 1,745 | 1,629 | |||||||||||||||
Insurance
|
78 | 62 | 102 | 73 | 71 | |||||||||||||||
Rental
of real state and equipment
|
243 | 188 | 258 | 212 | 217 | |||||||||||||||
Depreciation
of fixed assets
|
2,992 | 2,542 | 3,598 | 2,563 | 2,323 | |||||||||||||||
Industrial
inputs, consumable material and supplies
|
408 | 374 | 485 | 564 | 466 | |||||||||||||||
Operation
services and other service contracts
|
428 | 370 | 566 | 315 | 390 | |||||||||||||||
Preservation,
repair and maintenance
|
1,201 | 904 | 1,329 | 948 | 746 | |||||||||||||||
Contractual
commitments
|
478 | 433 | 519 | 131 | 299 | |||||||||||||||
Transportation,
products and charges
|
579 | 452 | 622 | 521 | 432 | |||||||||||||||
Fuel,
gas, energy and miscellaneous
|
529 | 548 | 715 | 497 | 387 | |||||||||||||||
Total
|
9,499 | 8,305 | 11,458 | 8,440 | 7,629 |
Nine-Month
Period Ended
September
30,
|
|||||||||
2007
|
2006
|
||||||||
(percentage
of net sales)
|
|||||||||
Net
sales
|
100.0 | % | 100.0 | % | |||||
Cost
of sales
|
(66.7 | ) | (60.1 | ) | |||||
Gross
profit
|
33.3 | 39.9 | |||||||
Administrative
expenses
|
(2.7 | ) | (2.5 | ) | |||||
Selling
expenses
|
(7.4 | ) | (7.1 | ) | |||||
Exploration
expenses
|
(1.7 | ) | (1.7 | ) | |||||
Operating
income
|
21.5 | 28.6 |
Domestic
Market
|
Nine-Month
Period Ended September 30,
|
|||||||||
2007
|
2006
|
|||||||||
Product
|
Units
sold
|
Average
price per unit(1)
|
Units
sold
|
Average
price per unit(1)
|
||||||
(in
pesos)
|
(in
pesos)
|
|||||||||
Natural
gas
|
12,873
mmcm
|
150/m3
|
12,832
mmcm
|
152/m3
|
||||||
Diesel
|
6,185 mcm (2)
|
974/m3
|
5,692 mcm
|
852/m3
|
||||||
Gasoline
|
1,961 mcm
|
932/m3
|
1,630 mcm
|
885/m3
|
||||||
Fuel
oil
|
708 mtn (3)
|
1,080/ton
|
360 mtn
|
971/ton
|
||||||
Petrochemicals
|
467 mtn
|
1,559/ton
|
409 mtn
|
1,460/ton
|
(1)
|
Average
prices shown are net of applicable domestic fuel transfer taxes payable by
consumers.
|
(2)
|
For
the period ended September 30, 2007, includes sales under the Energy
Substitution Program of 53 mcm.
|
(3)
|
For
the period ended September 30, 2007, includes sales under the Energy
Substitution Program of 171 mtn.
|
Export
Markets
|
Nine-Month
Period Ended September 30,
|
|||||||||
2007
|
2006
|
|||||||||
Product
|
Units
sold
|
Average
price per unit(1)
|
Units
sold
|
Average
price per unit(1)
|
||||||
(in
pesos)
|
(in
pesos)
|
|||||||||
Natural
gas
|
1,204
mmcm
|
341/m3(2)
|
2,142
mmcm
|
235/m3
|
||||||
Diesel
|
99 mcm
|
1,696/m3
|
111
mcm
|
1,709/m3
|
||||||
Gasoline
|
1,084
mcm
|
1,693/m3
|
1,288
mcm
|
1,538/m3
|
||||||
Fuel
oil
|
833
mtn
|
1,021/ton
|
679 mtn
|
998/ton
|
||||||
Petrochemicals
|
498 mtn
|
2,176/ton
|
549 mtn
|
1,989/ton
|
(1)
|
Average
prices shown are gross of applicable export withholding taxes payable by
us, and, as a result, may not be indicative of amounts recorded by us as
net sales. See “—Factors Affecting Our Operations—International oil and
gas prices and Argentine export taxes” for more information on the export
tax withholding rates applicable to our principal
products.
|
(2)
|
Average
price is based on natural gas actually delivered and does not include
fixed charges collected pursuant to certain delivery
contracts.
|
For
the Nine-Month Periods Ended September 30,
|
||||||||
2007
|
2006
|
|||||||
(in
millions of pesos)
|
||||||||
Net
sales(1)
|
||||||||
Exploration
and production(2)
|
||||||||
To
unrelated parties
|
2,310 | 2,311 | ||||||
To
related parties
|
495 | 584 | ||||||
Intersegment
sales and fees(3)
|
9,770 | 10,812 | ||||||
Total
exploration and production
|
12,575 | 13,707 | ||||||
Refining
and marketing(4)
|
||||||||
To
unrelated parties
|
14,599 | 13,248 | ||||||
To
related parties
|
1,511 | 1,240 |
For
the Nine-Month Periods Ended September 30,
|
||||||||
2007
|
2006
|
|||||||
(in
millions of pesos)
|
||||||||
Intersegment
sales and fees
|
1,405 | 1,177 | ||||||
Total
refining and marketing
|
17,515 | 15,665 | ||||||
Chemical
|
||||||||
To
unrelated parties
|
1,855 | 1,704 | ||||||
Intersegment
sales and fees
|
599 | 494 | ||||||
Total
Chemical
|
2,454 | 2,198 | ||||||
Corporate
and other
|
||||||||
To
unrelated parties
|
99 | 85 | ||||||
Intersegment
sales and fees
|
262 | 201 | ||||||
Total
Corporate and others
|
361 | 286 | ||||||
Less
intersegment sales and fees
|
(12,036 | ) | (12,684 | ) | ||||
Total
net sales(5)
|
20,869 | 19,172 | ||||||
Operating
income (Loss)
|
||||||||
Exploration
and production
|
3,550 | 5,449 | ||||||
Refining
and marketing
|
1,008 | 53 | ||||||
Chemical
|
379 | 340 | ||||||
Corporate
and other
|
(480 | ) | (391 | ) | ||||
Consolidation
adjustments
|
37 | 29 | ||||||
Total
operating income
|
4,494 | 5,480 |
(1)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on exports. Royalties with respect to our production are
accounted for as a cost of production and are not deducted in determining
net sales.
|
(2)
|
Includes
exploration and production operations in Argentina and the United
States.
|
(3)
|
Intersegment
sales of crude oil to Refining and Marketing are recorded at transfer
prices that reflect our estimate of Argentine market
prices.
|
(4)
|
Includes
LPG activities.
|
(5)
|
Total
net sales include export sales of Ps.6,176 million and Ps.6,716 million
for the nine-month periods ended September 30, 2007 and 2006,
respectively.
|
Year
Ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
(percentage
of net sales)
|
||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost
of sales
|
(61.7 | ) | (49.2 | ) | (46.2 | ) | ||||||
Gross
profit
|
38.3 | 50.8 | 53.8 | |||||||||
Administrative
expenses
|
(2.6 | ) | (2.4 | ) | (2.2 | ) | ||||||
Selling
expenses
|
(7.0 | ) | (7.2 | ) | (7.0 | ) | ||||||
Exploration
expenses
|
(1.8 | ) | (1.2 | ) | (1.9 | ) | ||||||
Operating
income
|
26.9 | 40.0 | 42.7 |
Domestic
Market
|
Year
Ended December 31,
|
||||||||||||||
2006
|
2005
|
2004
|
|||||||||||||
Product
|
Units
sold
|
Average
price
per
unit(1)
|
Units
sold
|
Average
price
per
unit(1)
|
Units
sold
|
Average
price
per
unit(1)
|
|||||||||
(in
pesos)
|
(in
pesos)
|
(in
pesos)
|
|||||||||||||
Natural
gas
|
16,686
mmcm
|
156/m3
|
17,609
mmcm
|
127/m3
|
17,575
mmcm
|
99/m3
|
|||||||||
Diesel
|
7,757 mcm
|
862/m3
|
6,959 mcm
|
839/m3
|
6,020 mcm
|
788/m3
|
|||||||||
Gasoline
|
2,246 mcm
|
887/m3
|
1,854 mcm
|
879/m3
|
1,582 mcm
|
862/m3
|
|||||||||
Fuel
oil
|
458 mtn
|
939/ton
|
283 mtn
|
817/ton
|
55 mtn
|
673/ton
|
|||||||||
Petrochemicals
|
606 mtn
|
1,390/ton
|
595 mtn
|
1,187/ton
|
546
mtn
|
1,060/ton
|
(1)
|
Average
prices shown are net of applicable domestic fuel transfer taxes payable by
consumers.
|
Export
Markets
|
Year
Ended December 31,
|
||||||||||||||
2006
|
2005
|
2004
|
|||||||||||||
Product
|
Units
sold
|
Average
price
per
unit(1)
|
Units
sold
|
Average
price
per
unit(1)
|
Units
sold
|
Average
price
per
unit(1)
|
|||||||||
(in
pesos)
|
(in
pesos)
|
(in
pesos)
|
|||||||||||||
Natural
gas
|
3,090
mmcm
|
280/m3
|
3,071
mmcm
|
196/m3
|
3,176
mmcm
|
170/m3
|
|||||||||
Diesel
|
149 mcm
|
1,686/m3
|
327 mcm
|
1,321/m3
|
1,103
mcm
|
875/m3
|
|||||||||
Gasoline
|
1,695
mcm
|
1,481/m3
|
2,385
mcm
|
1,220/m3
|
2,408
mcm
|
925/m3
|
|||||||||
Fuel
oil
|
903 mtn
|
967/ton
|
696 mtn
|
818/ton
|
650 mtn
|
567/ton
|
|||||||||
Petrochemicals(2)
|
700 mtn
|
2,010/ton
|
749 mtn
|
1,497/ton
|
821 mtn
|
1,192/ton
|
(1)
|
Average
prices shown are gross of applicable export withholding taxes payable by
us, and, as a result, may not be indicative of amounts recorded by us as
net sales. See “—Factors Affecting Our Operations—International oil and
gas prices and Argentine export taxes” for more information on the export
tax withholding rates applicable to our principal
products.
|
(2)
|
Includes
exports of refined paraffinic.
|
For
the Year Ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
(in
millions of pesos)
|
||||||||||||
Net
sales(1)
|
||||||||||||
Exploration
and production(2)(3)
|
||||||||||||
To
unrelated parties
|
3,076 | 2,910 | 2,164 | |||||||||
To
related parties
|
774 | 626 | 752 | |||||||||
Intersegment
sales and fees(4)
|
14,033 | 11,659 | 11,225 | |||||||||
Total
exploration and production
|
17,883 | 15,195 | 14,141 | |||||||||
Refining
and marketing(5)
|
||||||||||||
To
unrelated parties
|
17,651 | 15,791 | 13,144 | |||||||||
To
related parties
|
1,624 | 1,425 | 1,773 | |||||||||
Intersegment
sales and fees
|
1,526 | 962 | 891 | |||||||||
Total
refining and marketing
|
20,801 | 18,178 | 15,808 | |||||||||
Chemical
|
||||||||||||
To
unrelated parties
|
2,401 | 2,062 | 1,958 | |||||||||
Intersegment
sales and fees
|
647 | 207 | 188 | |||||||||
Total
chemical
|
3,048 | 2,269 | 2,146 | |||||||||
Corporate
and other
|
||||||||||||
To
unrelated parties
|
109 | 87 | 140 | |||||||||
Intersegment
sales and fees
|
282 | 243 | 126 | |||||||||
Total
corporate and others
|
391 | 330 | 266 | |||||||||
Less
intersegment sales and fees
|
(16,488 | ) | (13,071 | ) | (12,430 | ) | ||||||
Total
net sales(6)
|
25,635 | 22,901 | 19,931 | |||||||||
Operating
income (loss)
|
||||||||||||
Exploration
and production
|
6,564 | 7,140 | 7,140 | |||||||||
Refining
and marketing
|
258 | 1,900 | 1,324 | |||||||||
Chemical
|
572 | 542 | 564 | |||||||||
Corporate
and other
|
(540 | ) | (451 | ) | (430 | ) | ||||||
Consolidation
adjustments
|
29 | 30 | (127 | ) | ||||||||
Total
operating income
|
6,883 | 9,161 | 8,471 |
(1)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
custom duties on exports. Royalties with respect to our production are
accounted for as a cost of production and are not deducted in determining
net sales (see Note 2(g) to the Audited Consolidated Financial
Statements).
|
(2)
|
Includes
exploration and production operations in Argentina and the United
States.
|
(3)
|
From
January 1, 2005, the Natural Gas and Electricity segment operations are
included in the Exploration and Production business segment. The
information presented for comparative purposes was restated to give
retroactive effect to this change. The net sales of these operations in
2004 were Ps.577 million, and the operating income was Ps.262 million in
2004.
|
(4)
|
Intersegment
sales of crude oil to Refining and Marketing are recorded at transfer
prices that reflect our estimates of Argentine market
prices.
|
(5)
|
Includes
LPG activities.
|
(6)
|
Total
net sales include export sales of Ps.8,649 million, Ps.8,644 million and
Ps.7,875 million for the years ended December 31, 2006, 2005 and 2004,
respectively. The export sales were mainly to the United States (Ps.1,603
million in 2006, Ps.2,821 million in 2005 and Ps.2,194 million in 2004),
Brazil (Ps.1,125 million in 2006, Ps.659 million in 2005 and Ps.897
million in 2004) and Chile (Ps.1,153 million in 2006, Ps.1,315 million in
2005 and Ps.1,928 million in 2004).
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Net
cash flows provided by operating activities
|
6,142 | 5,909 | 8,019 | 8,251 | 8,515 | |||||||||||||||
Net
cash flows used in investing activities
|
(4,089 | ) | (3,571 | ) | (5,109 | ) | (3,262 | ) | (2,584 | ) | ||||||||||
Net
cash flows used in financing activities
|
(2,747 | ) | (2,339 | ) | (2,338 | ) | (5,361 | ) | (6,290 | ) | ||||||||||
Net
increase/(decrease) in cash and equivalents
|
(694 | ) | (1 | ) | 572 | (372 | ) | (359 | ) | |||||||||||
Cash
and equivalents at the beginning of period
|
1,087 | 515 | 515 | 887 | 1,246 | |||||||||||||||
Cash
and equivalents at the end of period
|
393 | 514 | 1,087 | 515 | 887 |
Expected
Maturity Date
|
||||||||||||||||||||||||||||
Less
than 1 year
|
1
– 2 years
|
2
– 3 years
|
3
– 4 years
|
4
– 5 years
|
More
than 5 years
|
Total
|
||||||||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||||||||||
Debt(1)
|
551 | — | 318 | — | — | 205 | 1,074 |
(1)
|
These
projected amounts include interest which, if set at a variable rate, is
calculated considering the rate as of September 30,
2007.
|
Contractual
Obligations
|
Total
|
Less
than 1 year
|
1
– 3 years
|
3
– 5 years
|
More
than 5 years
|
|||||||||||||||
(in
millions of U.S.$)
|
||||||||||||||||||||
Debt(1)
|
506 | 193 | 129 | 14 | 170 | |||||||||||||||
Capital
Lease Obligations
|
— | — | — | — | — | |||||||||||||||
Operating
Lease Obligations
|
335 | 80 | 117 | 84 | 54 | |||||||||||||||
Purchase
Obligations(2)
|
2,763 | 430 | 693 | 522 | 1,118 | |||||||||||||||
Purchases
of services
|
1,136 | 216 | 306 | 196 | 418 | |||||||||||||||
Purchases
of goods
|
1,627 | 214 | 387 | 326 | 700 | |||||||||||||||
LPG
|
46 | 11 | 19 | 11 | 5 | |||||||||||||||
Electricity
|
395 | 40 | 71 | 66 | 218 | |||||||||||||||
Gas
|
139 | 25 | 42 | 42 | 30 | |||||||||||||||
Oil
|
787 | 110 | 195 | 171 | 311 | |||||||||||||||
Steam
|
214 | 6 | 36 | 36 | 136 | |||||||||||||||
Others
|
46 | 22 | 24 | — | — | |||||||||||||||
Other
Liabilities(3)
|
2,569 | 1,604 | 324 | 179 | 462 | |||||||||||||||
Total(3)
|
6,173 | 2,307 | 1,263 | 799 | 1,804 |
(1)
|
These
projected amounts include interest which, if set at a variable rate, is
calculated considering the rate as of September 30,
2007.
|
(2)
|
Includes
purchase commitments under commercial agreements that do not provide for a
total fixed amount, which have been valued using our best
estimates.
|
(3)
|
Reserves
for contingent liabilities under commercial contracts, which amounted to
U.S.$643 million as of September 30, 2007, are not included in the table
above since we cannot, based on available evidence, reasonably estimate
the settlement dates of such
contingencies.
|
Sale
Commitments
|
Total
|
Less
than 1 year
|
1
– 3
years
|
3
– 5 years
|
More
than 5 years
|
|||||||||||||||
(in
millions of U.S. dollars)
|
||||||||||||||||||||
Oil
sales
|
12 | 12 | — | — | — | |||||||||||||||
Gas
sales
|
10,533 | 1,095 | 2,165 | 2,127 | 5,146 | |||||||||||||||
LPG
sales
|
1,560 | 154 | 308 | 308 | 790 | |||||||||||||||
Other
petroleum and petrochemical product
sales
|
4,316 | 938 | 1,506 | 711 | 1,161 | |||||||||||||||
Services
|
269 | 47 | 93 | 42 | 87 |
Sale
Commitments
|
Total
|
Less
than 1 year
|
1
– 3
years
|
3
– 5 years
|
More
than 5 years
|
|||||||||||||||
(in
millions of U.S. dollars)
|
||||||||||||||||||||
Total
|
16,690 | 2,246 | 4,072 | 3,188 | 7,184 |
FOS
II
|
|
Date
|
June
24, 1998
|
Net
proceeds(1)
|
U.S.$299,967,289
|
SPE
|
Oil
Enterprises Ltd.
|
YPF
Quantified barrels liability
|
U.S.$315
million 6.239% notes
|
Purchaser
|
Oil
Enterprises Ltd.
|
Marketer
|
YPF
|
Guarantee/hedge
|
Oil
Price Hedge Agreement/Default
Insurance
|
Total
crude oil barrels to be delivered over the life of
the contract
|
23,933,982
|
Average
crude oil barrels per month
|
201,126
|
Term
of transaction
|
10
years
|
(1)
|
The
total sale amount under the remaining FOS transaction is U.S.$314,995,137.
The difference between the net proceeds and the sale amount is deposited
in a reserve account to cover certain contingencies and, absent an event
of default or other events set forth in the transaction documents, will be
paid to us during the last three months of the transaction
term.
|
2006
|
2005
|
2004
|
||||||||||||||||||||||
(in
millions of pesos)
|
(%)
|
(in
millions of pesos)
|
(%)
|
(in
millions of pesos)
|
(%)
|
|||||||||||||||||||
Capital
Expenditures and Investments
|
||||||||||||||||||||||||
Exploration
and Production
|
4,230 | 80 | 3,179 | 81 | 2,480 | 81 | ||||||||||||||||||
Refining
and Marketing
|
733 | 14 | 541 | 14 | 434 | 14 | ||||||||||||||||||
Chemical
|
137 | 3 | 104 | 2 | 86 | 3 | ||||||||||||||||||
Corporate
and other
|
176 | 3 | 108 | 3 | 52 | 2 | ||||||||||||||||||
Total
|
5,276 | 100 | % | 3,932 | 100 | % | 3,052 | 100 | % | |||||||||||||||
Nine-Month
Period Ended September 30,
|
||||||||||||||||
2007
|
2006
|
|||||||||||||||
(in
millions of pesos)
|
(%)
|
(in
millions of pesos)
|
(%)
|
|||||||||||||
Capital
Expenditures and Investments
|
||||||||||||||||
Exploration
and Production
|
3,555 | 82 | 2,978 | 82 | ||||||||||||
Refining
and Marketing
|
528 | 12 | 471 | 13 | ||||||||||||
Chemical
|
79 | 2 | 84 | 2 | ||||||||||||
Corporate
and other
|
170 | 4 | 112 | 3 | ||||||||||||
Total
|
4,332 | 100 | % | 3,645 | 100 | % |
Expected
Maturity Date
|
||||||||||||||||||||
Less
than 1 year
|
1-3
years
|
3-5
years
|
More
than 5 years and undetermined
|
Total
|
||||||||||||||||
(in
millions of U.S. dollars)
|
||||||||||||||||||||
Assets
|
1,587 | 7 | — | 48 | 1,642 | |||||||||||||||
Accounts
payable
|
564 | 278 | 149 | 414 | 1,405 | |||||||||||||||
Debt
|
109 | 103 | — | 65 | 277 | |||||||||||||||
Other
Liabilities
|
79 | 7 | 7 | 358 | (1) | 451 |
(1)
|
Includes
U.S.$318 million corresponding to reserves with undetermined
maturity.
|
(Proceeds)
Payments
|
||||||||||||||||
Fourth
quarter
2007
|
2008
|
Total
|
Fair
Value
|
|||||||||||||
Contract
volumes (mmbbl)
|
0.6 | 1.0 | 1.6 | |||||||||||||
Average
Price of Contract (U.S.$/bbl)(1)
|
18.24 | 18.24 | 18.24 | |||||||||||||
Contract
amount (millions of U.S.$)
|
11 | 18 | 29 | 102 | ||||||||||||
Estimated
price effect (millions of U.S.$)(1)
|
(38 | ) | (63 | ) | (101 | ) | (92 | ) |
(1)
|
The
expected cash flows were calculated based on a WTI oil price of U.S.$81.66
for all periods, which was the spot price as of September 30, 2007. The
estimated price effect disclosed in the chart was calculated as the
difference between this price and the contractually agreed settlement
price per barrel.
|
Expected
Maturity Date
|
||||||||||||||||||||||||||||||||
Less
than 1 year
|
1
– 2 years
|
2
– 3 years
|
3
– 4 years
|
4
– 5 years
|
More
than 5 years
|
Total
|
Fair
Value
|
|||||||||||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||||||||||||||
Assets
|
||||||||||||||||||||||||||||||||
Variable
rate
|
||||||||||||||||||||||||||||||||
Other
Receivables (Related parties)
|
2,358
|
— | — | — | — | — | 2,358 | 2,358 | ||||||||||||||||||||||||
Interest
rate
|
Libor +
0.2
- 1.5%
|
|||||||||||||||||||||||||||||||
Fixed
rate
|
||||||||||||||||||||||||||||||||
Other
Receivables (Related parties)
|
198
|
— | — | — | — | — | 198 | 198 | ||||||||||||||||||||||||
Interest
rate
|
5.36%
|
|||||||||||||||||||||||||||||||
Liabilities
|
||||||||||||||||||||||||||||||||
Fixed
rate
|
||||||||||||||||||||||||||||||||
YPF’s
Negotiable Obligations
|
—
|
— | 318 | — | — | 205 | 523 | 573 | ||||||||||||||||||||||||
Interest
rate
|
9.13 | % | 10 | % | ||||||||||||||||||||||||||||
Other
Short-term debt
|
540
|
— | — | — | — | — | 540 | 540 | ||||||||||||||||||||||||
Interest
rate
|
1.25%
- 18.25%
|
·
|
In
1992, the Privatization Law approved the transfer of the ownership of
hydrocarbons reserves to the provinces where they are located. However,
this law provided that the transfer was conditioned on the enactment of a
law amending the Hydrocarbons Law to contemplate the privatization of
Yacimientos Petrolíferos Fiscales Sociedad del
Estado.
|
·
|
In
October 1994, the Argentine National Constitution was amended and pursuant
to Article 124 thereof, provinces were granted the primary control of
natural resources within their
territories.
|
·
|
In
August 2003, Executive Decree No. 546/03 transferred to the provinces the
right to grant exploration permits, hydrocarbons exploitation and
transportation concessions in certain locations designated as “transfer
areas,” as well as in other areas designated by the competent provincial
authorities.
|
·
|
In
January 2007, Law No. 26,197 acknowledged the provinces’ ownership of the
hydrocarbon reservoirs in accordance with Article 124 of the National
Constitution (including reservoirs to which concessions were granted prior
to 1994) and granted provinces the right to administer such
reservoirs.
|
·
|
Conversion
into pesos of (i) all funds deposited in financial institutions at an
exchange rate of Ps.1.40 for each U.S.$1.00 and (ii) all obligations
(e.g., loans) with financial institutions denominated in foreign currency
and governed by Argentine law at an exchange rate of Ps.1.00 for each
U.S.$1.00. The deposits and obligations converted into pesos would be
thereafter adjusted by a reference stabilization index, the Coeficiente de Estabilidad de
Referencia (“CER”), to be published by the Argentine Central Bank.
Obligations governed by non-Argentine law have not been converted to pesos
under the new laws. Substantially all of our dollar-denominated debt is
governed by non-Argentine law.
|
·
|
Conversion
into pesos at an exchange rate of Ps.1.00 for each U.S.$1.00 of all
obligations outstanding among private parties at January 6, 2002 that are
governed by Argentine law and payable in foreign currency. The obligations
so converted into pesos would be adjusted through the CER index, as
explained above. In the case of non-financial obligations, if as a result
of the mandatory conversion into pesos the resulting intrinsic value of
goods or services that are the object of the obligation are higher or
lower than their price expressed in pesos, either party may request an
equitable adjustment of the price. If they cannot agree on such equitable
price adjustment, either party may resort to the courts. Executive Decree
No. 689/02 established an exception to the Public Emergency Law and
regulations and provides that the prices of long-term natural gas sale and
transportation agreements executed before the enactment of the Decree and
denominated in U.S. dollars will not be converted into pesos (Ps.1.00 for
each U.S.$1.00) when the natural gas is
exported.
|
·
|
Conversion
into pesos at an exchange rate of Ps.1.00 for each U.S.$1.00 of all
tariffs of public services, the elimination of the adjustment of tariffs
by foreign indexes such as the Purchaser Price Index (PPI)/Consumer Price
Index (CPI) index, and the imposition of a period of renegotiation with
the governmental authorities
thereafter.
|
·
|
Imposition
of customs duties on the export of hydrocarbons with instructions to the
executive branch of the Argentine government to set the applicable rate
thereof. See also “—Taxation”
below.
|
·
|
avoid
damage to oil fields and waste of
hydrocarbons;
|
·
|
adopt
adequate measures to avoid accidents and damage to agricultural
activities, fishing industry, communications networks and the water table;
and
|
·
|
comply
with all applicable federal, provincial and municipal laws and
regulations.
|
·
|
failure
to pay annual surface taxes within three months of the due
date;
|
·
|
failure
to pay royalties within three months of the due
date;
|
·
|
substantial
and unjustifiable failure to comply with specified production,
conservation, investment, work or other
obligations;
|
·
|
repeated
failure to provide information to, or facilitate inspection by,
authorities or to utilize adequate technology in
operations;
|
·
|
in
the case of exploration permits, failure to apply for a production
concession within 30 days of determining the existence of commercially
exploitable quantities of
hydrocarbons;
|
·
|
bankruptcy
of the permit or concession holder;
|
·
|
death
or end of legal existence of the permit or concession holder;
or
|
·
|
failure
to transport hydrocarbons for third parties on a non-discriminatory basis
or repeated violation of the authorized tariffs for such
transportation.
|
·
|
for
non-Argentine shareholders to acquire control of us;
or
|
·
|
if
and when the majority of our shares belong to non-Argentine shareholders,
such as is currently the case, for any additional acquisition of real
estate, mineral rights, oil or other Argentine government concessions
located within, or with respect to, security
zones.
|
·
|
transport
oil, gas and petroleum products;
and
|
·
|
construct
and operate oil, gas and products pipelines, storage facilities, pump
stations, compressor plants, roads, railways and other facilities and
equipment necessary for the efficient operation of a pipeline
system.
|
·
|
in
the case of crude oil and petroleum products, not lower than that of
imported crude oil and petroleum products of similar quality;
and
|
·
|
in
the case of natural gas, not less than 35% of the international price per
cubic meter of Arabian light oil, 34°
API.
|
·
|
the
suspension of all exports of surpluses of natural
gas;
|
·
|
the
suspension of automatic approvals of requests to export natural
gas;
|
·
|
the
suspension of all applications for new authorizations to export natural
gas filed or to be filed before the Secretariat of Energy;
and
|
·
|
authorizing
the Undersecretariat of Fuels to create a rationalization plan of gas
exports and transportation
capacity.
|
·
|
creates
the registry of LPG bottlers, obliging LPG bottlers to register the
bottles of their property;
|
·
|
protects
the trademarks of LPG bottlers;
|
·
|
creates
a reference price system, pursuant to which, the Secretariat of Energy
shall periodically publish reference prices for LPG sold in bottles of 45
kilograms or less;
|
·
|
required
the Secretariat of Energy to comply with the following tasks: (i) create
LPG transfer mechanisms, in order to guarantee access to the product to
all the agents of the supply chain; (ii) establish mechanisms for the
stabilization of LPG prices charged to local LPG bottlers; and (iii)
together with the Antitrust Agency, make an analysis of the composition of
the LPG market and its behavior, in order to establish limitations on the
concentration of the market in each phase, or limitations to the vertical
integration throughout the chain of the LPG industry. Such limitations
must include affiliates, subsidiaries and controlled companies;
and
|
·
|
grants
open access to LPG storage
facilities.
|
·
|
National
Constitution (Articles 41 and 43);
|
·
|
Law
No. 25,675 on National Environmental
Policy;
|
·
|
Law
No. 25,612 on Integrated Management of Industrial and Service Industry
Waste;
|
·
|
Law
No. 24,051 on Hazardous Waste;
|
·
|
Law
No. 20,284 on Clean Air;
|
·
|
Law
No. 25,688 on Environmental Management of
Waters;
|
·
|
Law
No. 25,670 on the Management and Elimination of Polychlorinated
Biphenyls;
|
·
|
Criminal
Code; and
|
·
|
Civil
Code, which sets forth the general rules of tort
law.
|
·
|
Safe
Drinking Water Act;
|
·
|
Clean
Water Act;
|
·
|
Oil
Pollution Act;
|
·
|
Clean
Air Act;
|
·
|
Resource
Conservation and Recovery Act;
|
·
|
National
Environmental Policy Act;
|
·
|
Occupational
Safety and Health Act;
|
·
|
Comprehensive
Environmental Response, Compensation and Liability Act;
and
|
·
|
various
other federal, state and local
laws.
|
·
|
We
operate more than 70 oil and gas fields in Argentina, accounting for
approximately 42% of the country’s total production of crude oil,
excluding natural gas liquids, and approximately 42% of its total natural
gas production, including natural gas liquids, in 2007, according to the
Argentine Secretariat of Energy.
|
·
|
We
had proved reserves, as estimated as of September 30, 2007, of
approximately 646 mmbbl of oil and 3,728 bcf of gas, representing
aggregate reserves of 1,311 mmboe.
|
·
|
In
2006, we produced 126 mmbbl of oil (346 mbbl/d) and 651 bcf of gas (1,779
mmcf/d) and, in the nine months ended September 30, 2007, we produced 89
mmbbl of oil (327 mbbl/d) and 485 bcf of gas
(1,778 mmcf/d).
|
·
|
We
are Argentina’s leading refiner with operations conducted at three wholly
owned refineries with combined annual refining capacity of approximately
116 mmbbl (319.5 mbbl/d). We also have a 50% interest in Refinor, a
jointly controlled entity operated by Petrobras Energía S.A., which has a
refining capacity of 26.1 mbbl/d.
|
·
|
Our
retail distribution network for automotive petroleum products as of
September 30, 2007 consisted of 1,698 YPF-branded service stations, which
we believe represented approximately 30.9% of all service stations in
Argentina.
|
·
|
We
are a leading petrochemical producer in Argentina and in the Southern Cone
of Latin America, with operations conducted through our Ensenada plant. In
addition, Profertil, a company that we jointly control, is a leading
producer of urea in the Southern
Cone.
|
·
|
Exploration
and Production;
|
·
|
Refining
and Marketing; and
|
·
|
Chemical.
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(in
millions of pesos)
|
||||||||||||||||||||
Net
Sales(1)
|
||||||||||||||||||||
Exploration
and Production(2)(3)
|
||||||||||||||||||||
To
unrelated parties
|
2,310 | 2,311 | 3,076 | 2,910 | 2,164 | |||||||||||||||
To
related parties
|
495 | 584 | 774 | 626 | 752 | |||||||||||||||
Intersegment
sales and fees(4)
|
9,770 | 10,812 | 14,033 | 11,659 | 11,225 | |||||||||||||||
Total
Exploration and Production
|
12,575 | 13,707 | 17,883 | 15,195 | 14,141 | |||||||||||||||
Refining
and Marketing(5)
|
||||||||||||||||||||
To
unrelated parties
|
14,599 | 13,248 | 17,651 | 15,791 | 13,144 | |||||||||||||||
To
related parties
|
1,511 | 1,240 | 1,624 | 1,425 | 1,773 | |||||||||||||||
Intersegment
sales and fees
|
1,405 | 1,177 | 1,526 | 962 | 891 | |||||||||||||||
Total
Refining and Marketing
|
17,515 | 15,665 | 20,801 | 18,178 | 15,808 | |||||||||||||||
Chemical
|
||||||||||||||||||||
To
unrelated parties
|
1,855 | 1,704 | 2,401 | 2,062 | 1,958 | |||||||||||||||
Intersegment
sales and fees
|
599 | 494 | 647 | 207 | 188 | |||||||||||||||
Total
Chemical
|
2,454 | 2,198 | 3,048 | 2,269 | 2,146 | |||||||||||||||
Corporate
and other
|
||||||||||||||||||||
To
unrelated parties
|
99 | 85 | 109 | 87 | 140 | |||||||||||||||
Intersegment
sales and fees
|
262 | 201 | 282 | 243 | 126 | |||||||||||||||
Total
Corporate and others
|
361 | 286 | 391 | 330 | 266 | |||||||||||||||
Less
intersegment sales and fees
|
(12,036 | ) | (12,684 | ) | (16,488 | ) | (13,071 | ) | (12,430 | ) | ||||||||||
Total
net sales(6)
|
20,869 | 19,172 | 25,635 | 22,901 | 19,931 | |||||||||||||||
Operating
Income (Loss)
|
||||||||||||||||||||
Exploration
and Production
|
3,550 | 5,449 | 6,564 | 7,140 | 7,140 | |||||||||||||||
Refining
and Marketing
|
1,008 | 53 | 258 | 1,900 | 1,324 | |||||||||||||||
Chemical
|
379 | 340 | 572 | 542 | 564 | |||||||||||||||
Corporate
and other
|
(480 | ) | (391 | ) | (540 | ) | (451 | ) | (430 | ) | ||||||||||
Consolidation
adjustments
|
37 | 29 | 29 | 30 | (127 | ) | ||||||||||||||
Total
operating income
|
4,494 | 5,480 | 6,883 | 9,161 | 8,471 |
(1)
|
Net
sales are net to us after payment of a fuel transfer tax, turnover tax and
customs duties on exports. Royalties with respect to our production are
accounted for as a cost of production and are not deducted in determining
net sales. See Note 2 (g) to the Audited Consolidated Financial
Statements.
|
(2)
|
Includes
exploration and production operations in Argentina and the United
States.
|
(3)
|
From
January 1, 2005, the operations of the Natural Gas and Electricity segment
have been included in the Exploration and Production business segment. The
results for 2004 have been restated to reflect
this.
|
(4)
|
Intersegment
sales of crude oil to Refining and Marketing are recorded at transfer
prices established by us, which generally seek to approximate Argentine
market prices.
|
(5)
|
Includes
LPG activities.
|
(6)
|
Total
net sales include export sales of Ps.6,176 million and Ps.6,716 million
for the nine-month periods ended September 30, 2007 and 2006,
respectively. Total net sales include export sales of Ps.8,649 million,
Ps.8,644 million and Ps.7,875
|
Wells
|
Acreage
|
|||||||||||||||||||||||||||||||
Oil
|
Gas
|
Production
Concessions(1)
|
Exploration
Permits(1)
|
|||||||||||||||||||||||||||||
Gross(2)
|
Net(2)
|
Gross(2)
|
Net(2)
|
Gross(2)
|
Net(2)
|
Gross(2)
|
Net(2)
|
|||||||||||||||||||||||||
(thousands
of acres)
|
||||||||||||||||||||||||||||||||
Onshore
|
||||||||||||||||||||||||||||||||
Neuquina
|
3,227 | 2,769 | 569 | 412 | 4,008 | 3,114 | 1,766 | 1,451 | ||||||||||||||||||||||||
Golfo
de San Jorge
|
6,824 | 6,008 | 56 | 55 | 2,472 | 2,347 | 4,927 | 2,464 | ||||||||||||||||||||||||
Cuyana
|
796 | 717 | — | — | 427 | 375 | 2,157 | 1,861 | ||||||||||||||||||||||||
Noroeste
|
32 | 9 | 48 | 16 | 1,329 | 372 | — | — | ||||||||||||||||||||||||
Austral
|
123 | 38 | 97 | 29 | 602 | 181 | — | — | ||||||||||||||||||||||||
Offshore
|
5 | 2 | 15 | 8 | 115 | 63 | 18,920 | 6,625 |
(1)
|
Production
concessions are granted after commercially exploitable quantities of oil
or gas are discovered, are based upon the estimated field size as
determined by geological and geophysical techniques and are subject to
adjustment based upon new information concerning the reservoir.
Accordingly, not all acreage covered by production concessions is, in
fact, producing. Acreage held under exploration permits is unproved and
non-producing.
|
(2)
|
“Gross”
wells and acreage include all wells and acreage in which we have an
interest. “Net” wells and acreage equals gross wells and acreage after
deducting third party interests.
|
Production
for the Nine-Month Period Ended September 30, 2007
|
Reserves
as of September 30, 2007
|
||||||||||||||||||||||||
Areas(1)
|
Interest
|
Oil
(mbbl)
|
Gas
(mmcf)
|
Oil
(mbbl)
|
Gas
(mmcf)
|
Combined
(mboe)
|
Basin/Location
|
||||||||||||||||||
Barrancas
|
100 | % | 1,693 | 56 | 16,901 | 594 | 17,007 |
Cuyana
|
|||||||||||||||||
Cerro
Fortunoso
|
100 | % | 1,401 | — | 9,757 | — | 9,757 |
Neuquina
|
|||||||||||||||||
La
Ventana
|
(2 | ) | 1,507 | 203 | 14,468 | 1,963 | 14,817 |
Cuyana
|
|||||||||||||||||
Vizcacheras(3)
|
100 | % | 2,704 | 258 | 25,009 | 2,437 | 25,443 |
Cuyana
|
|||||||||||||||||
El
Portón-Chihuido La Salina
|
100 | % | 9,323 | 47,219 | 61,754 | 363,086 | 126,418 |
Neuquina
|
|||||||||||||||||
Chihuido
Sierra Negra
|
100 | % | 8,180 | 1,409 | 48,420 | 8,042 | 49,852 |
Neuquina
|
|||||||||||||||||
Paso
Bardas Norte
|
100 | % | 176 | 9,665 | 429 | 48,788 | 9,118 |
Neuquina
|
|||||||||||||||||
Señal
Picada(3)
|
100 | % | 1,609 | 112 | 17,145 | 1,156 | 17,351 |
Neuquina
|
|||||||||||||||||
Aguada
Toledo – Sierra Barrosa(3)
|
100 | % | 622 | 41,097 | 7,765 | 208,858 | 44,961 |
Neuquina
|
|||||||||||||||||
Loma
La Lata
|
100 | % | 13,053 | 208,760 | 96,424 | 1,902,422 | 435,234 |
Neuquina
|
|||||||||||||||||
El
Trébol
|
100 | % | 1,651 | 234 | 11,766 | 1,158 | 11,973 |
Golfo
de San Jorge
|
|||||||||||||||||
Manantiales
Behr
|
100 | % | 4,456 | 3,131 | 24,857 | 10,711 | 26,765 |
Golfo
de San Jorge
|
|||||||||||||||||
Seco
León
|
100 | % | 2,721 | 3,033 | 20,734 | 16,847 | 23,734 |
Golfo
de San Jorge
|
|||||||||||||||||
Barranca
Baya
|
100 | % | 3,111 | 650 | 21,797 | 3,970 | 22,504 |
Golfo
de San Jorge
|
|||||||||||||||||
Lomas
del Cuy
|
100 | % | 2,491 | 1,604 | 14,371 | 7,555 | 15,716 |
Golfo
de San Jorge
|
|||||||||||||||||
Los
Perales
|
100 | % | 6,070 | 16,800 | 36,917 | 51,424 | 46,076 |
Golfo
de San Jorge
|
(1)
|
Production
concessions.
|
(2)
|
69.6%
for crude oil and 60% for natural gas liquids and natural
gas.
|
(3)
|
The
results of the audits of the reserves of the Vizcacheras, Señal Picada and
Aguada Toledo – Sierra Barrosa fields by certain independent reserves
auditors, which were completed and reported to us in December 2007, are
not reflected in the table above. The revisions to be applied to these
properties’ reserves as of September 30, 2007 are as
follows:
|
Areas
|
Oil
(mbbl)
|
Gas
(mmcf)
|
Combined
(mboe)
|
|||||||||
Vizcacheras
|
+1,630 | -227 | +1,589 | |||||||||
Señal
Picada
|
+1,725 | +18 | +1,728 | |||||||||
Aguada
Toledo – Sierra Barrosa
|
+0,117 | -19,856 | -3,420 |
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
Gross
wells drilled(1)
|
||||||||||||||||
Exploratory
|
||||||||||||||||
Oil
|
4 | 1 | 6 | 5 | ||||||||||||
Gas
|
— | 1 | 1 | 4 | ||||||||||||
Dry
|
13 | 17 | 7 | 19 | ||||||||||||
Total
|
17 | 19 | 14 | 28 |
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
Development
|
||||||||||||||||
Oil
|
534 | 703 | 632 | 649 | ||||||||||||
Gas
|
72 | 42 | 34 | 41 | ||||||||||||
Dry
|
14 | 12 | 18 | 30 | ||||||||||||
Total
|
620 | 757 | 684 | 720 | ||||||||||||
Net
wells drilled(1)
|
||||||||||||||||
Exploratory
|
||||||||||||||||
Oil
|
3 | 1 | 5 | 3 | ||||||||||||
Gas
|
– | 1 | – | 4 | ||||||||||||
Dry
|
8 | 13 | 5 | 17 | ||||||||||||
Total
|
11 | 15 | 10 | 24 | ||||||||||||
Development
|
||||||||||||||||
Oil
|
420 | 580 | 485 | 537 | ||||||||||||
Gas
|
47 | 15 | 17 | 32 | ||||||||||||
Dry
|
8 | 10 | 16 | 28 | ||||||||||||
Total
|
475 | 605 | 518 | 597 |
(1)
|
“Gross”
wells means all wells in which we have an interest. “Net” wells means
gross wells after deducting interests of
others.
|
Oil(1)
|
Gas
|
Combined(2)
|
||||||||||
(millions
of barrels)
|
(Bcf)
|
(boe
in millions)
|
||||||||||
Proved
Developed and Undeveloped Reserves
|
||||||||||||
Reserves
as of December 31, 2004(3)
|
1,064 | 5,676 | 2,076 | |||||||||
Revisions
of previous estimates(4)
|
(175 | ) | (355 | ) | (239 | ) | ||||||
Extensions,
discoveries and improved recovery
|
22 | 30 | 27 | |||||||||
Production
for the year
|
(134 | ) | (668 | ) | (253 | ) | ||||||
Reserves
as of December 31, 2005
|
777 | 4,683 | 1,611 | |||||||||
Revisions
of previous estimates(4)
|
9 | (63 | ) | (2 | ) | |||||||
Extensions,
discoveries and improved recovery
|
20 | 46 | 29 | |||||||||
Production
for the year
|
(126 | ) | (651 | ) | (242 | ) | ||||||
Reserves
as of December 31, 2006
|
680 | 4,015 | 1,396 | |||||||||
Revisions
of previous estimates(4)
|
38 | 189 | 72 | |||||||||
Extensions,
discoveries and improved recovery
|
17 | 9 | 19 | |||||||||
Production
for the period
|
(89 | ) | (485 | ) | (176 | ) |
Oil(1)
|
Gas
|
Combined(2)
|
||||||||||
(millions
of barrels)
|
(Bcf)
|
(boe
in millions)
|
||||||||||
Reserves
as of September 30, 2007(5)
|
646 | 3,728 | 1,311 | |||||||||
Proved
Developed Reserves
|
||||||||||||
As
of December 31, 2004(3)
|
863 | 4,045 | 1,582 | |||||||||
As
of December 31, 2005
|
604 | 3,201 | 1,174 | |||||||||
As
of December 31, 2006
|
521 | 2,571 | 979 | |||||||||
As
of September 30, 2007
|
483 | 2,430 | 916 |
(1)
|
Includes
crude oil, condensate and natural gas
liquids.
|
(2)
|
Volumes
of gas in the table above and elsewhere in this prospectus have been
converted to boe at 5.615 mcf per
barrel.
|
(3)
|
As
restated.
|
(4)
|
Revisions
in estimates of reserves are performed at least once a year. Revision of
oil and gas proved reserves are considered prospectively in the
calculation of depreciation.
|
(5)
|
In
December 2007, as a result of the completion of our external reserves
audit of our principal fields as of September 30, 2007, we added 3.5
million barrels of oil and subtracted 21.1 billion bcf of natural gas.
These adjustments are not reflected in the table above, and would have
reduced our combined reserves by approximately 0.1 million boe at
September 30, 2007.
|
·
|
lack
of proper understanding of and training on the requirements of the SEC for
booking proved reserves;
|
·
|
undue
optimism regarding the technical performance of the fields and focus on
replacement ratio;
|
·
|
absence
of a meaningful deliberative process for determining proved reserves and
resolving disputes; and
|
·
|
unwillingness
to accept personal responsibility for reporting internally adverse facts
regarding reserves and a corresponding tendency to view such issues as
falling within another person’s or department’s jurisdiction. Over time,
problems emerged and grew in the absence of delineation of
responsibilities for booking proved reserves and in the absence of clear
directives pre-2005.
|
Oil
|
||||||||
Proved
developed and undeveloped reserves
|
Proved
developed reserves
|
|||||||
(Millions
of barrels)
|
||||||||
As
originally reported as of December 31
|
1,114 | 908 | ||||||
Effect
of the adjustment
|
||||||||
As
of beginning of year
|
(67 | ) | (63 | ) | ||||
Movement
during the year
|
17 | 18 | ||||||
Total
|
(50 | ) | (45 | ) | ||||
As
restated as of December 31
|
1,064 | 863 |
Gas
|
||||||||
Proved
developed and undeveloped reserves
|
Proved
developed reserves
|
|||||||
(Billions
of cubic feet)
|
||||||||
As
originally reported as of December 31
|
6,820 | 5,041 | ||||||
Effect
of the adjustment
|
||||||||
As
of beginning of year
|
(1,531 | ) | (1,383 | ) | ||||
Movement
during the year
|
387 | 387 | ||||||
Total
|
(1,144 | ) | (996 | ) | ||||
As
restated as of December 31
|
5,676 | 4,045 |
·
|
Reserves
declared as proved in previous years based on the 10-year extension of our
concessions, established by the Hydrocarbons Law, were reclassified as
non-proved since there was no reasonable certainty as of December 31, 2005
that concessions could indeed be renewed. This entails a negative
adjustment of net proved reserves of 67 million boe (63 million barrel of
oil and 23 billion cubic feet of gas) of which 47% correspond to the
Chihuido de la Sierra Negra area and 42% correspond to the reserve areas
of the Cuyana basin.
|
·
|
Several
technical revisions, such as revisions of Gas Initially in Place (“GIIP”)
in gas fields because of adjustments of the pressure evolution, greater
decline of the primary oil production and acceleration of the water cut in
oil fields, which caused a negative adjustment of 172 million boe (112
million barrels of oil and 333 billion cubic feet of natural
gas).
|
·
|
In
the Noroeste basin, 9.2 billion cubic feet of gas were removed
fundamentally due to the low production behavior of the Campo Durán
(Tupambi) deposit in the Aguaragüe
area.
|
·
|
In
the Cuyana basin, except for the inclusion of 0.7 million barrels of oil
due to the upgrading of recovery systems at the Estructura Cruz de Piedra
deposit, all the other areas showed low production behavior and gave rise
to an overall removal of 4.6 million barrels of
oil.
|
·
|
In
the Neuquina basin, the primary upward revisions were made in the Aguada
Toledo-Sierra Barrosa area, where 52.9 billion cubic feet of gas reserves
were added due to the implementation of low compression, the repair of a
well and the adjustment update of the material
balance.
|
·
|
In
the Paso Bardas Norte area, 3.7 billion cubic feet of gas reserves were
added due to the adjustment of the Materials Balance in the Huitrín La
Tosca deposit and in the Piedras Negras area, and 3.1 billion cubic feet
of gas were reclassified as proved following the signing of a gas contract
for electric power generation.
|
·
|
The
primary downward revisions in this basin occurred in the Puesto Cortadera,
Rincón del Mangrullo and Loma La Lata-Lotena deposits. Overall, 56.1
billion cubic feet of proved gas reserves were removed due to the adverse
effect of some wells and the corresponding adjustment of estimates. In the
Filo Morado area within the Faja Plegada, a downward revision of 23
billion cubic feet of gas and 1.6 million barrels of oil was made due to
production behavior.
|
·
|
In
Southern Argentina, the positive results of development drilling
(primarily in the areas of Manantiales Behr, Zona Cental-Bella Vista Este,
Escalante, El Trébol, Las Heras and Lomas del Cuy) in locations adjacent
to the production areas, classified as not proved due to their geological
uncertainty and to the fields’ improved production response, resulted in
the inclusion of 5.5 million barrels of oil and 4.2 billion cubic feet of
gas into proved reserves.
|
·
|
In
the Noroeste basin, in the Acambuco area, 74.7 billion cubic feet of
natural gas and 1.5 million barrels of oil, condensate and natural gas
liquids were added to proved reserves by the production performance of
well Mac-1001-bis in Macueta reservoir, which in turn provided a basis for
considering the two neighboring wells, Mac.x-1002 and Mac.e-1003, as
proved undeveloped reserves. According to the results of a
material-balance study, the reserves of
San Pedrito reservoir were revised downwards as a result of a more
extensive material-balance study performed by Repsol YPF and 28.4 billion
cubic feet of gas and 0.1 million barrels of condensate were removed from
proved reserves.
|
·
|
In
the Aguaragüe area, 23.7 billion cubic feet of gas were added to proved
reserves in Santa Rosa–Icla reservoir. The increase was mainly in proved
undeveloped reserves and is related to volumetric studies conducted in
areas where new drilling activity is to be performed in 2009 and
2010.
|
·
|
In
the Loma La Lata-Sierras Blancas reservoir, the revision of the
development plan for the southeastern and northeastern parts of the field,
in conjunction with a general improvement in production performance,
resulted in the addition of 168.8 billion cubic feet of gas and 9.1
million barrels of associated liquids to proved
reserves.
|
·
|
In
the San Roque area, in accordance with a new evaluation of the fields,
54.0 billion cubic feet of gas and 3.0 million barrels of associated
liquids in Aguada San Roque reservoir, as well as 50.0 billion cubic feet
of gas and 3.2 million barrels of associated liquids in Loma las Yeguas
reservoir, were added to proved reserves. The addition was mostly to
proved undeveloped reserves and in both cases was related to the planned
installation of compression facilities scheduled for mid
2008.
|
·
|
In
the CNQ7A area, proved reserves were increased by 6.7 million barrels of
oil because of the general revaluation of reserves performed in conformity
with the development plans for the four reservoirs. These plans, which
include the drilling and workover of more than 350 wells, are being
implemented by the operator.
|
·
|
In
Golfo de San Jorge basin fields, the positive results of development
drilling (primarily in the areas of Manantiales Behr, Cañadón Vasco and
Cañadón Perdido) in locations adjacent to the production areas, previously
classified as non-proved due to their geological uncertainty, and to the
fields’ improved production response, resulted in the inclusion of 2.3
million barrels of oil in proved
reserves.
|
·
|
The
production performance in some of the south areas has been adversely
affected by the closing of injection wells due to corrosion problems which
has caused a downward deviation in current production estimates. Secondary
production decreased for that reason in some areas, but primary production
increased in others, mainly in Barranca Baya, Escalante and Tierra del
Fuego areas, with these effects
practically
|
·
|
Those
reserves that were booked since 2003, without a development program for
the next two years, were taken out, resulting in the removal of 4.0
million barrels from proved oil reserves, mainly in Los Perales, Barranca
Baya and Manantiales Behr fields.
|
·
|
The
anti-clinical structure of Tertiary sandstone discovered in 2006 in the
Cerro Piedra field in the Southern region has been in production
throughout 2007. The new pressure analysis shows that dry gas reserves
increased by 4.2 billion cubic
feet.
|
·
|
The
delay in various development plans resulted in the removal of 1.6 million
barrels of proved oil reserves because production would be beyond the
concession expiration date.
|
·
|
The
offshore Magallanes area continues to be out of production because of
pipeline problems. Repair work has taken longer than planned and
production is expected to resume in the first half of 2008. As a provision
for the long production delay, 30.7 million boe of net proved reserves has
been removed.
|
·
|
In
Austral basin, in CAM 2 A Sur area, the well Poseidón-112 was flooded and
thus closed down, resulting in a net proved reserve decrease of 0.6
million boe.
|
|
a.
|
the
portion of the reservoir delineated by drilling and defined by gas-oil
and/or oil-water contacts, if any, and in the absence of information on
fluid contacts, the lowest known structural occurrence of hydrocarbons
controls the lower proved limit of the reservoir;
and
|
|
b.
|
the
economic limit, the expiration data of a production license or, in the
case of gas reserves, the expiration of applicable gas sales
contracts.
|
·
|
For
depletion-type reservoir or other reservoirs where performance has
disclosed a reliable decline in production-rate trends or other diagnostic
characteristics, reserves are estimated by the application of appropriate
decline curves or other performance relationships. In analyzing decline
curves, reserves are estimated to the calculated economic limits based on
current economic conditions.
|
·
|
Reserves
on undrilled acreage are limited to those drilling units offsetting
productive units that were reasonably certain of production when drilled.
Proved reserves for other undrilled units are claimed only where it could
be demonstrated with certainty that there was continuity of production
from the existing productive
formation.
|
·
|
The
reserves estimated are typically expressed as gross and net reserves.
Gross reserves are defined as the total estimated petroleum to be produced
from the properties at the year end. Net reserves are defined as that
portion of the gross reserves attributable to our interest after deducting
interests owned by third parties.
|
·
|
Historical
cost of operations and development of the properties evaluated, as well as
product prices, including agreements affecting revenues and future
operations, form an integral part of the estimates and form the basis for
the economic evaluation for the engineer to assist in its
estimates.
|
|
i.
|
all
properties on a three year cycle, with properties audited in the first
year of the cycle corresponding to those audited in the first year of the
previous cycle;
|
|
ii.
|
recently
acquired properties not audited in the previous cycle and properties with
respect to which there is new information which could materially affect
prior reserves estimates; and
|
|
iii.
|
approximately
one-third of the volume of the net proved reserves at the end of the year
of the audit.
|
For
the Nine-Month Period Ended
September
30,
|
For
the Year Ended December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
|||||||||||||
(thousands
of barrels per day)
|
||||||||||||||||
Oil
production(1)(2)
|
||||||||||||||||
Neuquina
|
191 | 201 | 213 | 239 | ||||||||||||
Golfo
de San Jorge
|
102 | 105 | 108 | 112 | ||||||||||||
Cuyana
|
27 | 28 | 31 | 32 | ||||||||||||
Noroeste
|
5 | 7 | 9 | 9 | ||||||||||||
Austral
|
2 | 5 | 5 | 7 | ||||||||||||
Total
oil production
|
327 | 346 | 366 | 399 | ||||||||||||
(millions
of cubic feet per day)
|
||||||||||||||||
Gas
production(1)
|
||||||||||||||||
Neuquina
|
1,418 | 1,392 | 1,439 | 1,539 | ||||||||||||
Golfo
de San Jorge
|
129 | 112 | 112 | 107 | ||||||||||||
Cuyana
|
2 | 3 | 11 | 3 | ||||||||||||
Noroeste
|
167 | 172 | 163 | 172 | ||||||||||||
Austral
|
62 | 100 | 102 | 105 | ||||||||||||
Total
gas production
|
1,778 | 1,779 | 1,827 | 1,926 | ||||||||||||
Average
sales price
|
||||||||||||||||
Oil
(U.S.$ per barrel)(3)
|
42.16 | 42.81 | 35.53 | 31.39 | ||||||||||||
Gas
(U.S.$ per mcf)
|
1.54 | 1.63 | 1.34 | 1.07 |
(1)
|
Oil
and gas production amounts are stated before making any deductions with
respect to royalties. Royalties are accounted for as a cost of production
and are not deducted in determining net sales (see Note 2 (g) to the
Audited Consolidated Financial
Statements).
|
(2)
|
Includes
crude oil, condensate and natural gas
liquids.
|
(3)
|
The
average sales price per barrel of oil represents the transfer price
established by us, which approximates the Argentine market
price.
|
Year
|
Maximum
Contracted Volumes (MCV)(1)
|
Restricted
Volumes(2)
|
Percentage
of Restricted Volumes vs MCV
|
|||||||||
(in
million cubic meters)
|
(in
million cubic meters)
|
|||||||||||
2005
|
5,995.2 | 875 | 14.5 | % | ||||||||
2006
|
6,015.1 | 1,240 | 20.6 | % | ||||||||
2007
(as of September 30)
|
4,472.1 | 2,374 | 53.1 | % |
(1)
|
Reflects
the maximum quantities committed under our natural gas export contracts.
Includes all of our natural gas export contracts pursuant to which natural
gas is exported to Chile and
Brazil.
|
(2)
|
Reflects
the volume of contracted quantities of natural gas for export that were
not delivered.
|
·
|
A
separation plant, which is located in Loma La Lata, in the province of
Neuquén.
|
·
|
A
natural gas liquids fractionation plant, which produces ethane, propane,
butane and natural gasoline. This plant is located in the city of Bahía
Blanca in the province of Buenos
Aires.
|
·
|
A
pipeline that links both plants and that transports natural gas
liquids.
|
·
|
Transportation,
storage and port facilities in the proximity of the fractionation
plant.
|
·
|
a
45% interest in Central Térmica Tucumán (410 MW combined
cycle);
|
·
|
a
45% interest in Central Térmica San Miguel de Tucumán (370 MW combined
cycle); and
|
·
|
a
40% interest in Central Dock Sud (775 MW combined cycle and 67 MW gas
turbines).
|
·
|
Los
Perales power plant (74 MW), which is located in the Los Perales natural
gas field;
|
·
|
Chihuido
de la Sierra Negra power plant (40 MW);
and
|
·
|
the
power plant located at the Plaza Huincul refinery (40
MW).
|
·
|
Refining
and Logistic Division;
|
·
|
Domestic
Marketing Division;
|
·
|
Trading
Division; and
|
·
|
LPG
General Division.
|
·
|
La
Plata Refinery, located in the province of Buenos
Aires;
|
·
|
Luján
de Cuyo Refinery, located in the province of Mendoza;
and
|
·
|
Plaza
Huincul Refinery, located in the province of Neuquén (together referred as
the “Refineries”).
|
For
the Nine-Month Period Ended September 30,
|
For
the Year Ended December 31,
|
|||||||||||||||||||
2007
|
2006
|
2006
|
2005
|
2004
|
||||||||||||||||
(mmboe)
|
||||||||||||||||||||
Throughput
crude/Feedstock
|
92.1 | 87.9 | 118.1 | 113.1 | 112.0 | |||||||||||||||
Production
|
||||||||||||||||||||
Diesel
fuel
|
35.5 | 35.1 | 47.7 | 43.9 | 44.2 | |||||||||||||||
Gasoline
|
24.7 | 24.0 | 31.1 | 32.3 | 32.5 | |||||||||||||||
Jet
fuel
|
4.5 | 4.2 | 5.7 | 6.6 | 5.5 | |||||||||||||||
Base
oils
|
2.3 | 2.1 | 2.8 | 2.7 | 3.0 | |||||||||||||||
(thousands
of tons)
|
||||||||||||||||||||
Fuel
oil
|
1,644 | 1,168 | 1,548 | 1,198 | 935 | |||||||||||||||
Coke
|
693 | 696 | 929 | 967 | 961 | |||||||||||||||
LPG
|
451 | 450 | 595 | 596 | 617 | |||||||||||||||
Asphalt
|
159 | 137 | 186 | 204 | 207 |
From
|
To
|
YPF
Interest
|
Length
(km)
|
Daily
Capacity
(bpd)
|
|||||||||
Puesto
Hernández
|
Luján
de Cuyo Refinery
|
100 | % | 528 | 75,000 | ||||||||
Puerto
Rosales
|
La
Plata Refinery
|
100 | % | 585 | 316,000 | ||||||||
La
Plata Refinery
|
Dock
Sud
|
100 | % | 52 | 106,000 | ||||||||
Brandsen
|
Campana
|
30 | % | 168 | 120,700 | ||||||||
Puesto
Hernández/ Plaza Huincul/Allen
|
Puerto
Rosales
|
37 | % | 888 | (1) | 232,000 | |||||||
Puesto
Hernández
|
Concepción
(Chile)
|
36 | % | 428 | (2) | 114,000 |
(1)
|
Includes
two parallel pipelines of 513 kilometers each from Allen to Puerto
Rosales, with a combined daily throughput of 232,000
barrels.
|
(2)
|
This
pipeline ceased operating on December 29,
2005.
|
Purchase
(tons)
|
||||
Nine-Month
Period Ended September 30, 2007
|
||||
LPG from Natural Gas Processing
Plants:(1)
|
||||
General
Cerri
|
10,260 | |||
Filo
Mordao
|
9,926 | |||
El
Portón
|
92,107 | |||
San
Sebastián
|
12,193 | |||
Total
Upstream
|
124,486 | |||
LPG
from Refineries and Petrochemical Plants:
|
||||
La
Plata Refinery
|
179,269 | |||
Luján
de Cuyo Refinery
|
68,681 | |||
Ensenada
Petrochemical Plant
|
14,871 | |||
Total
Refineries & Petrochemical Plants(2)
|
262,821 | |||
LPG purchased from jointly
controlled companies:(3)
|
88,201 | |||
LPG
purchased from unrelated parties
|
58,270 | |||
Total
|
533,778 |
(1)
|
The
San Sebastian plant is a joint-venture in which we own a 30% interest;
Loma La Lata and El Portón are 100% owned by us; General Cerri belongs to
a third party with which we have a processing agreement. Filo Morado
comprises assets that are operated by
us.
|
(2)
|
This
production is net of 169,956 tons of LPG used as petrochemical feedstock
(olefins derivatives, polybutenes and
maleic).
|
(3)
|
Purchased
from Refinor.
|
Sales
Capacity
|
||||||||
Nine-Month
Period Ended September 30, 2007
|
2006
|
|||||||
(tons)
|
||||||||
Domestic
market
|
||||||||
Retail
to related parties under common control
|
195,565 | 237,362 | ||||||
Other
bottlers/propane network distributors
|
84,137 | 105,000 | ||||||
Other
wholesales
|
84,879 | 79,813 | ||||||
Foreign
market/exports
|
||||||||
Exports
|
163,727 | 359,501 | ||||||
Total
sales
|
528,308 | 781,676 |
Capacity
|
||||
Ensenada:
|
(tons
per year)
|
|||
Aromatics
|
||||
BTX
(Benzene, Toluene, Mixed Xylenes)
|
244,000 | |||
Paraxylene
|
38,000 | |||
Orthoxylene
|
25,000 | |||
Cyclohexane
|
95,000 | |||
Solvents
|
66,100 | |||
Olefins
Derivatives
|
||||
MTBE
|
60,000 | |||
Butene
I
|
25,000 | |||
Oxoalcohols
|
35,000 | |||
TAME
|
105,000 | |||
LAB/LAS
|
||||
LAB
|
52,000 | |||
LAS
|
25,000 | |||
Polybutenes
|
||||
PIB
|
26,000 | |||
Maleic
|
||||
Maleic
Anhydride
|
17,500 | |||
Plaza
Huincul:
|
||||
Methanol
|
411,000 |
·
|
actively
promote the identification and pursuit of opportunities to reduce
greenhouse gas emissions within our operations. For that, we take into
account the cost of carbon in our business decisions;
and
|
·
|
intensify
the execution of internal projects for generating credit by the clean
development mechanisms that help our parent company, Repsol YPF, meet its
obligations. We collaborate with competent authorities from the countries
in which we operate, in particular the Argentina Clean Development
Mechanism Office (“OAMDL”).
|
Employees
by Business Units
|
|
Exploration
& Production
|
1,795
|
Domestic
|
1,696
|
International
|
21
|
Natural
Gas & Electricity
|
78
|
Refining
and Marketing
|
5,774
|
Domestic
|
3,025
|
OPESSA
|
2,749
|
Chemical
|
565
|
A-Evangelista
S.A.
|
2,690
|
Corporate
and other
|
787
|
Total
YPF
|
11,611
|
Employees
by Geographic Location
|
|
Argentina
|
11,590
|
USA
|
20
|
Spain
|
1
|
Total
YPF
|
11,611
|
Name
|
Position
|
Director
Since
|
Term
Expires
|
|||
Antonio
Brufau Niubo
|
Chairman
and Director
|
2004
|
2009
|
|||
Sebastián
Eskenazi
|
Executive
Vice-Chairman, Chief Executive Officer and Director
|
2008
|
2009
|
|||
Enrique
Eskenazi
|
Vice-Chairman
and Director
|
2008
|
2009
|
|||
Antonio
Gomis Sáez
|
Chief
Operating Officer and Director
|
2007
|
2009
|
|||
Aníbal
Guillermo Belloni
|
Director
|
2008
|
2009
|
|||
Mario
Blejer
|
Director
|
2008
|
2009
|
|||
Carlos
Bruno
|
Director
|
2008
|
2009
|
|||
Santiago
Carnero*
|
Director
|
2008
|
2009
|
|||
Carlos
de la Vega
|
Director
|
1993
|
2009
|
|||
Matías
Eskenazi Storey
|
Director
|
2008
|
2009
|
|||
Eduardo
Elsztain
|
Director
|
2005
|
2009
|
|||
Salvador
Font Estrany
|
Director
|
2008
|
2009
|
|||
Federico
Mañero
|
Director
|
2005
|
2009
|
|||
Fernando
Ramirez Mazarredo
|
Director
|
2008
|
2009
|
|||
Luis
Suárez de Lezo Mantilla
|
Director
|
2008
|
2009
|
|||
Javier
Monzón
|
Director
|
2005
|
2009
|
|||
Mario
Vázquez
|
Director
|
2008
|
2009
|
|||
Alejandro
Quiroga López
|
General
Counsel and Alternate Director
|
2004
|
2009
|
|||
Gonzalo
López Fanjul
|
Alternate
Director
|
2005
|
2009
|
|||
Alfredo
Pochintesta
|
Alternate
Director
|
2008
|
2009
|
|||
Rafaél
Lopez Revuelta
|
Director
of Chemicals and Alternate Director
|
2008
|
2009
|
|||
Tomás
García Blanco
|
Director
of Exploration and Production and Alternate Director
|
2008
|
2009
|
|||
Fabián
Falco
|
Director
of Communication and External Relations and Alternate
Director
|
2008
|
2009
|
|||
Walter
Forwood
|
Chief
Financial Officer and Alternate Director
|
2008
|
2009
|
|||
Fernando
Dasso
|
Director
of Human Resources and Alternate Director
|
2008
|
2009
|
|||
Carlos
Jimenez
|
Director
of Management Control and Alternate Director
|
2008
|
2009
|
|||
Carlos
Alfonsi
|
Alternate
Director
|
2008
|
2009
|
|||
Ezequiel
Eskenazi Storey
|
Alternate
Director
|
2008
|
2009
|
|||
Mauro
Renato José Dacomo
|
Alternate
Director
|
2008
|
2009
|
|||
Ignacio
Cruz Morán
|
Alternate
Director
|
2008
|
2009
|
|||
Eduardo
Ángel Garrote
|
Alternate
Director
|
2008
|
2009
|
·
|
periodically
inspects the preparation of our financial and economic
information;
|
·
|
reviews
and opines with respect to the Board of Directors’ proposals regarding the
designation of the external auditors and the renewal, termination and
conditions of their appointment;
|
·
|
evaluates
internal and external audit work, monitors our relationship with the
external auditors, and assures their
independence;
|
·
|
provides
appropriate disclosure regarding operations in which there exists a
conflict of interest with members of the corporate committees or
controlling shareholders;
|
·
|
opines
on the reasonability of the proposals by the Board of Directors for fees
and stock option plans of the directors and
administrators;
|
·
|
verifies
compliance with applicable national or international regulations in
matters related to behavior in the stock markets;
and
|
·
|
ensures
that the internal Code of Ethics complies with normative demands and is
adequate.
|
·
|
monitor
the overall compliance with regulations and principles of conduct of
voluntary application, especially in relation to listed companies and
their corporate governance;
|
·
|
direct,
establish and maintain procedures for the preparation of accounting and
financial information to be approved and filed by us or which is generally
released to the markets;
|
·
|
direct,
establish and maintain internal control systems that are adequate and
efficient to ensure that our financial statements included in annual and
quarterly reports, as well as any accounting and financial information to
be approved and filed by us, are accurate, reliable and
clear;
|
·
|
identify
significant risks to our businesses and activities that may affect the
accounting and financial information to be approved and
filed;
|
·
|
assume
the activities that, according to U.S. laws and SEC regulations, are
applicable to us and may be assumed by disclosure committees or other
internal committees of a similar nature, especially those activities
relating to the SEC regulations dated August 29, 2002 (“Certification of
Disclosure in Companies’ Quarterly and Prospectus” —SEC Release number
33-8124), in relation to the support for the certifications by our Chief
Executive Officer and Chief Financial Officer as to the existence and
maintenance by us of adequate procedures and controls for the generation
of the information to be included in its annual reports on Form 20-F, and
other information of a financial
nature;
|
·
|
take
on activities similar to those stipulated in SEC regulations for a
disclosure committee with respect to the existence and maintenance by us
of adequate procedures and controls for the preparation and content of the
information to be included in the annual financial statements, and any
accounting or financial information to be filed with the CNV and other
regulators of the stock markets on which our stock is traded;
and
|
·
|
formulate
proposals for an internal code of conduct on the stock markets that follow
applicable rules and regulations or any other standards deemed
appropriate.
|
·
|
official
notices to the SEC, the Argentine stock market authorities and other
regulators of the stock markets on which our stock is
traded;
|
·
|
interim
financial reports;
|
·
|
press
releases containing financial data on results, earnings, large
acquisitions, divestitures or any other information relevant to the
shareholders;
|
·
|
general
communications to the shareholders;
and
|
·
|
presentations
to analysts, investors, rating agencies and lending
institutions.
|
Name
|
Position
|
|
Sebastián
Eskenazi
|
Chief
Executive Officer
|
|
Carlos
Alfonsi
|
Director
Refining and Logistics
|
|
Fernando
Dasso
|
Director
of Human Resources
|
|
Fabián
Falco
|
Director
of Communication and External Relations
|
|
Walter
Forwood
|
Chief
Financial Officer
|
|
Tomás
García Blanco
|
Director
Exploration and Production
|
|
Carlos
Jiménez .
|
Director
Management Control
|
|
Gabriel
Leiva
|
Director
Accounting and Administration
|
|
Rafael
López Revuelta
|
Director
Chemicals
|
|
Alfredo
Pochintesta
|
Director
of Marketing
|
|
Alejandro
Quiroga López
|
General
Counsel
|
|
Aquiles
Rattia
|
Director
of Reserves Control
|
|
Juan
Carlos Rodríguez González
|
Director
of Internal Audit
|
Name
|
Class
of Shares
Represented
|
Member
Since
|
Term
Expires
|
Silvana
Rosa Lagrosa
|
A
|
2007
|
2008
|
Juan
A. Gelly y Obes
|
D
|
2005
|
2008
|
Israel
Lipsich
|
D
|
2008
|
2009
|
Santiago
C. Lazzati
|
D
|
2005
|
2008
|
Carlos
María Tombeur
|
D
|
2008
|
2009
|
Orlando
Pelaya
|
A
|
2006
|
2008
|
Arturo
F. Alonso Peña
|
D
|
2007
|
2008
|
Oscar
Oroná
|
D
|
2008
|
2009
|
Edgardo
A. Sanguinetti
|
D
|
2008
|
2009
|
Rubén
Laizerowitch
|
D
|
2008
|
2009
|
|
Shareholders’
Meetings
|
·
|
Any
unpreempted Class A shares will be converted into Class D shares and
offered to holders of Class D shares that exercised preemptive rights and
indicated their intention to exercise additional preemptive rights with
respect to any such Class A shares.
|
·
|
Any
unpreempted Class B shares will be assigned to those provinces that
exercised preemptive rights and indicated their intention to exercise
accretion rights with respect to such shares; any excess will be converted
into Class D shares and offered to holders of Class D shares that
exercised preemptive rights and indicated their intention to exercise
accretion rights with respect to any such Class D
shares.
|
·
|
Any
unpreempted Class C shares will be assigned to any PPP participants who
exercised preemptive rights and indicated their intention to exercise
accretion rights with respect to such shares; any excess will be converted
into Class D shares and offered to holders of Class D shares that
exercised preemptive rights and indicated their intention to exercise
accretion rights with respect to any such Class C
shares.
|
·
|
Any
unpreempted rights will be assigned to holders of Class D shares that
exercised their preemptive rights and indicated their intention to
exercise accretion rights; any remaining Class D shares will be assigned
pro rata to any holder of shares of another class that indicated his or
her intention to exercise accretion
rights.
|
·
|
each
acquisition of shares or convertible securities, as a result of which the
acquirer, directly or indirectly through or together with its affiliates
and persons acting in concert with it (collectively, an “Offeror”), would
own or control shares that, combined with such Offeror’s prior holdings,
if any, of shares of such class, would
represent:
|
·
|
15%
or more of the outstanding capital stock,
or
|
·
|
20%
or more of the outstanding Class D shares;
and
|
·
|
each
subsequent acquisition by an Offeror (other than subsequent acquisitions
by an Offeror owning or controlling more than 50% of our capital prior to
such acquisition) (collectively, “Control Acquisitions”), must be carried
out in accordance with the procedure described under “Restrictions on
Control Acquisitions” below.
|
Pesos
Per Share/ADS
|
||||||||||||||||||||
Year
Ended December 31,
|
1Q
|
2Q
|
3Q
|
4Q
|
Total
|
|||||||||||||||
2002
|
—
|
—
|
—
|
4.00
|
4.00
|
|||||||||||||||
2003
|
—
|
5.00
|
2.60
|
—
|
7.60
|
|||||||||||||||
2004
|
—
|
9.00
|
—
|
4.50
|
13.50
|
|||||||||||||||
2005
|
—
|
8.00
|
—
|
4.40
|
12.40
|
|||||||||||||||
2006
|
—
|
6.00
|
—
|
—
|
6.00
|
|||||||||||||||
2007
|
6.00
|
—
|
—
|
—
|
6.00
|
|||||||||||||||
2008
|
10.76
|
—
|
—
|
—
|
10.76
|
·
|
first,
an amount equivalent to at least 5% of net income, plus (less) prior year
adjustments, is segregated to build the legal reserve until such reserve
is equal to 20% of our subscribed
capital;
|
·
|
second,
an amount is segregated to pay the accrued fees of the members of the
Board of Directors and of the Supervisory Committee (see
“Management—Compensation of Directors and
Officers”);
|
·
|
third,
an amount is segregated to pay dividends on preferred stock, if any;
and
|
·
|
fourth,
the remainder of net income may be distributed as dividends to common
shareholders or allocated for voluntary or contingent reserves as
determined by the shareholders’
meeting.
|
·
|
certain
financial institutions;
|
·
|
insurance
companies;
|
·
|
dealers
and traders in securities or foreign
currencies;
|
·
|
persons
holding Class D shares or ADSs, as part of a hedge, “straddle,” integrated
transaction or similar transaction;
|
·
|
persons
whose functional currency for U.S. federal income tax purposes is not the
U.S. dollar;
|
·
|
partnerships
or other entities classified as partnerships for U.S. federal income tax
purposes;
|
·
|
persons
liable for the alternative minimum
tax;
|
·
|
tax-exempt
organizations; or
|
·
|
persons
holding Class D shares or ADSs, that own or are deemed to own ten percent
or more of our voting stock.
|
·
|
a
citizen or individual resident of the United
States;
|
·
|
a
corporation, or other entity taxable as a corporation, created or
organized in or under the laws of the United States or any political
subdivision thereof; or
|
·
|
an
estate or trust the income of which is subject to U.S. federal income
taxation regardless of its source.
|
·
|
Annual
Report on Form 20-F for the year ended December 31, 2006 filed with the
SEC on June 27, 2007; and
|
·
|
Item
2 of the Periodic Report on Form 6-K furnished to the SEC on July 30,
2007.
|
·
|
original
actions based on the federal securities laws of the United States may be
brought in Argentine courts and that, subject to applicable law, Argentine
courts may enforce liabilities in such actions against us, our directors,
our executive officers, the selling shareholders and the advisors named in
this prospectus; and
|
·
|
the
ability of a judgment creditor or the other persons named above to satisfy
a judgment by attaching certain assets of ours or any of the selling
shareholders, respectively, is limited by provisions of Argentine
law.
|
(i)
|
Such
activities include:
|
A.
|
The
search for crude oil, including condensate and natural gas liquids, or
natural gas (“oil and gas”) in their natural states and original
locations.
|
B.
|
The
acquisition of property rights or properties for the purpose of further
exploration and/or for the purpose of removing the oil or gas from
existing reservoirs on those
properties.
|
C.
|
The
construction, drilling and production activities necessary to retrieve oil
and gas from their natural reservoirs, and the acquisition, construction,
installation, and maintenance of field gathering and storage systems –
including lifting the oil and gas to the surface and gathering, treating,
field processing (as in the case of processing gas to extract liquid
hydrocarbons) and field storage. For purposes of this section, the oil and
gas production function shall normally be regarded as terminating at the
outlet valve on the lease or field storage tank; if unusual physical or
operational circumstances exist, it may be appropriate to regard the
production function as terminating at the first point at which oil, gas or
gas liquids are delivered to a main pipeline, a common carrier, a
refinery, or a marine terminal.
|
(ii)
|
Oil
and gas producing activities do not
include:
|
A.
|
The
transporting, refining and marketing of oil and
gas;
|
B.
|
Activities
relating to the production of natural resources other than oil and
gas;
|
C.
|
The
production of geothermal steam or the extraction of hydrocarbons as a
by-product of the production of geothermal steam or associated geothermal
resources as defined in the Geothermal Steam Act of 1970;
or
|
D.
|
The
extraction of hydrocarbons from shale, tar sands or
coal.
|
i)
|
Reservoirs
are considered proved if economic productibility is supported by either
actual production or conclusive formation test. The area of a reservoir
considered proved includes:
|
A.
|
that
portion delineated by drilling and defined by gas-oil and/or oil-water
contacts, if any; and
|
B.
|
the
immediately adjoining portions not yet drilled, but which can be
reasonably judged as economically productive on the basis of available
geological and engineering data. In the absence of information on fluid
contacts, the lowest known structural occurrence of hydrocarbons controls
the lower proved limit of the
reservoir.
|
ii)
|
Reserves
that can be produced economically through application of improved recovery
techniques (such as fluid injection) are included in the “proved”
classification when successful testing by a pilot project, or the
operation of an installed program in the reservoir, provides support for
the engineering analysis on which the project or program was
based.
|
A.
|
oil
that may become available from known reservoirs but is classified
separately as “indicated additional
reserves”;
|
B.
|
crude
oil, natural gas, and natural gas liquids, the recovery of which is
subject to reasonable doubt because of uncertainty as to geology,
reservoir characteristics, or economic
factors;
|
C.
|
crude
oil, natural gas, and natural gas liquids, that may occur in undrilled
prospects; and
|
D.
|
crude
oil, natural gas, and natural gas liquids, that may be recovered from oil
sales, coal, gilsonite and other such
sources.
|
|
inquiry;
|
|
analytical
procedures;
|
|
analysis;
|
|
review
of historical reserves performance;
and
|
|
discussions
with reserves management staff.
|
|
“bbl”
|
Barrels
|
|
“Bcf”
|
Billion
cubic feet ≡ 109 cubic feet
|
|
“Bcm”
|
Billion
cubic meters ≡ 109 cubic meters
|
|
“boe”
|
Barrels
of oil equivalent
|
|
“boe/d”
|
Barrels
of oil equivalent per day
|
|
“Condensate”
|
Mixture
of hydrocarbons that exist in the gaseous phase at original temperature
and pressure of the reservoir, but when produced condense into liquid
phase at temperature and pressure associated with surface production
equipment
|
|
“Gas”
|
Natural
gas
|
|
“GWh”
|
Gigawatt
hours
|
|
“HP”
|
Horse
Power
|
|
“km”
|
Kilometers
|
|
“km2”
|
Square
kilometers
|
|
“m”
|
Thousand
|
|
“m3”
|
Cubic
meter
|
|
“mbbl/d”
|
Thousand
barrels per day
|
|
“mboe/d”
|
Thousand
barrels of oil equivalent per day
|
|
“mcf”
|
Thousand
cubic feet
|
|
“mcm”
|
Thousand
cubic meters
|
|
“mm”
|
Million
|
|
“mmbbl”
|
Million
barrels
|
|
“mmboe”
|
Million
barrels of oil equivalent
|
|
“mmboe/d”
|
Million
barrels of oil equivalent per day
|
|
“mmBtu”
|
Million
British thermal units
|
|
“mmcf”
|
Million
cubic feet
|
|
“mmcf/d”
|
Million
cubic feet per day
|
|
“mmcm”
|
Million
cubic meters
|
|
“mmcm/d”
|
Million
cubic meters per day
|
|
“mtn”
|
Thousand
tons
|
|
“MW”
|
Megawatts
|
|
“Oil”
|
Crude
oil, condensate and natural gas
liquids
|
|
“WTI”
|
West
Texas Intermediate
|
|
“USA”
|
United
States
|
Page
|
|
-
Cover
|
1
|
- Consolidated
balance sheets
|
2
|
- Consolidated
statements of income
|
3
|
- Consolidated
statements of cash flows
|
4
|
- Notes to
consolidated financial statements
|
5
|
- Exhibits to
consolidated financial statements
|
22
|
- Balance
sheets
|
24
|
- Statements of
income
|
25
|
- Statements of
changes in shareholders' equity
|
26
|
- Statements of
cash flows
|
27
|
- Notes to
financial statements
|
28
|
- Exhibits to
financial statements
|
52
|
Subscribed, paid-in and
authorized for stock exchange listing
(Note 4 to
individual
financial
statements)
|
|
- Shares
of Common Stock, Argentine pesos 10 par value,
1 vote per
share
|
3,933,127,930
|
2007
|
2006
|
|||||||
Current
Assets
|
||||||||
Cash
|
106
|
118
|
||||||
Investments
(Note 2.a)
|
310
|
971
|
||||||
Trade
receivables (Note 2.b)
|
2,893
|
2,242
|
||||||
Other
receivables (Note 2.c)
|
4,302
|
5,033
|
||||||
Inventories
(Note 2.d)
|
2,494
|
1,697
|
||||||
Other
assets
|
-
|
1,128
|
||||||
Total current
assets
|
10,105
|
11,189
|
||||||
Noncurrent
Assets
|
||||||||
Trade
receivables (Note 2.b)
|
37
|
44
|
||||||
Other
receivables (Note 2.c)
|
792
|
852
|
||||||
Investments
(Note 2.a)
|
769
|
788
|
||||||
Fixed assets
(Note 2.e)
|
24,435
|
22,513
|
||||||
Intangible
assets
|
8
|
8
|
||||||
Total
noncurrent assets
|
26,041
|
24,205
|
||||||
Total
assets
|
36,146
|
35,394
|
||||||
Current
Liabilities
|
||||||||
Accounts
payable (Note 2.f)
|
3,455
|
3,495
|
||||||
Loans (Note
2.g)
|
551
|
915
|
||||||
Salaries and
social security
|
196
|
207
|
||||||
Taxes
payable
|
1,370
|
1,298
|
||||||
Net advances
from crude oil purchasers
|
32
|
96
|
||||||
Reserves
|
354
|
273
|
||||||
Total current
liabilities
|
5,958
|
6,284
|
||||||
Noncurrent
Liabilities
|
||||||||
Accounts
payable (Note 2.f)
|
2,852
|
2,448
|
||||||
Loans (Note
2.g)
|
523
|
510
|
||||||
Salaries and
social security
|
164
|
202
|
||||||
Taxes
payable
|
23
|
20
|
||||||
Net advances
from crude oil purchasers
|
-
|
7
|
||||||
Reserves
|
1,671
|
1,578
|
||||||
Total
noncurrent liabilities
|
5,233
|
4,765
|
||||||
Total
liabilities
|
11,191
|
11,049
|
||||||
Shareholders'
Equity
|
24,955
|
24,345
|
||||||
Total
liabilities and shareholders' equity
|
36,146
|
35,394
|
2007
|
2006
|
|||||||
Net sales
(Note 4)
|
20,869
|
19,172
|
||||||
Cost of
sales
|
(13,917 | ) | (11,528 | ) | ||||
Gross
profit
|
6,952
|
7,644
|
||||||
Administrative
expenses (Exhibit H)
|
(561 | ) | (490 | ) | ||||
Selling
expenses (Exhibit H)
|
(1,541 | ) | (1,356 | ) | ||||
Exploration
expenses (Exhibit H)
|
(356 | ) | (318 | ) | ||||
Operating
income
|
4,494
|
5,480
|
||||||
Income on
long-term investments (Note 4)
|
38
|
27
|
||||||
Other expense,
net (Note 2.h)
|
(171 | ) | (33 | ) | ||||
Financial
income (expense), net and holding gains:
|
||||||||
Gains on
assets
|
||||||||
Interests
|
259
|
250
|
||||||
Exchange
differences
|
100
|
80
|
||||||
Holding gains
on inventories
|
313
|
442
|
||||||
Losses on
liabilities
|
||||||||
Interests
|
(216 | ) | (151 | ) | ||||
Exchange
differences
|
(57 | ) | (96 | ) | ||||
Reversal of
impairment of other current assets
|
69
|
-
|
||||||
Net income before income
tax
|
4,829
|
5,999
|
||||||
Income
tax
|
(1,849 | ) | (2,264 | ) | ||||
Net
income
|
2,980
|
3,735
|
||||||
Earnings per
share
|
7.58
|
9.50
|
2007
|
2006
|
|||||||
Cash Flows from Operating
Activities
|
||||||||
Net
income
|
2,980
|
3,735
|
||||||
Adjustments to
reconcile net income to net cash flows provided by operating
activities:
|
||||||||
Income on
long-term investments
|
(38 | ) | (27 | ) | ||||
Dividends from
long-term investments
|
52
|
34
|
||||||
Reversal of
impairment of other current assets
|
(69 | ) |
-
|
|||||
Depreciation
of fixed assets
|
3,105
|
2,628
|
||||||
Consumption of
materials and fixed assets retired, net of allowances
|
158
|
224
|
||||||
Increase in
allowances for fixed assets
|
99
|
126
|
||||||
Income
tax
|
1,849
|
2,264
|
||||||
Income tax
payments
|
(1,654 | ) | (2,311 | ) | ||||
Increase in
reserves
|
570
|
609
|
||||||
Changes in
assets and liabilities:
|
||||||||
Trade
receivables
|
(644 | ) | (101 | ) | ||||
Other
receivables
|
904
|
(484 | ) | |||||
Inventories
|
(797 | ) | (589 | ) | ||||
Accounts
payable
|
200
|
230
|
||||||
Salaries and
social security
|
(42 | ) | (50 | ) | ||||
Taxes
payable
|
(101 | ) | (336 | ) | ||||
Net advances
from crude oil purchasers
|
(69 | ) | (71 | ) | ||||
Decrease in
reserves
|
(396 | ) | (158 | ) | ||||
Interests,
exchange differences and others
|
35
|
186
|
||||||
Net cash flows
provided by operating activities
|
6,142 | (1) | 5,909 | (1) | ||||
Cash Flows from Investing
Activities
|
||||||||
Acquisitions
of fixed assets
|
(4,076 | ) | (3,460 | ) | ||||
Investments
(non cash and equivalents)
|
(13 | ) | (111 | ) | ||||
Net cash flows
used in investing activities
|
(4,089 | ) | (3,571 | ) | ||||
Cash Flows from Financing
Activities
|
||||||||
Payment of
loans
|
(1,413 | ) | (666 | ) | ||||
Proceeds from
loans
|
1,026
|
687
|
||||||
Dividends
paid
|
(2,360 | ) | (2,360 | ) | ||||
Net cash flows
used in financing activities
|
(2,747 | ) | (2,339 | ) | ||||
Net decrease in Cash and
Equivalents
|
(694 | ) | (1 | ) | ||||
Cash and
equivalents at the beginning of year
|
1,087
|
515
|
||||||
Cash and
equivalents at the end of period
|
393
|
514
|
(1)
|
Includes (98)
and (90) corresponding to interest payments for the nine-month periods
ended September 30, 2007 and 2006,
respectively.
|
1.
|
CONSOLIDATED FINANCIAL
STATEMENTS
|
a)
|
Consolidation
policies:
|
-
|
Investments
and income (loss) related to controlled companies in which YPF has the
number of votes necessary to control corporate decisions are substituted
for such companies' assets, liabilities, net revenues, cost and expenses,
which are aggregated to the Company's balances after the elimination of
intercompany profits, transactions, balances and other consolidation
adjustments.
|
-
|
Investments
and income (loss) related to companies in which YPF holds joint control
are consolidated line by line on the basis of the Company's proportionate
share in their assets, liabilities, net revenues, cost and expenses,
considering intercompany profits, transactions, balances and other
consolidation adjustments.
|
b)
|
Financial statements used for
consolidation:
|
c)
|
Valuation
criteria:
|
2.
|
ANALYSIS OF THE MAIN ACCOUNTS
OF THE CONSOLIDATED FINANCIAL
STATEMENTS
|
a)
Investments:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Short-term
investments and government securities
|
310 | (1) | 148 | (3) | 971 | (1) | 156 | (3) | ||||||||
Long-term
investments
|
-
|
834 | (2) |
-
|
843 | (2) | ||||||||||
Allowance for
reduction in value of holdings in long-term investments
|
-
|
|
(213 | )(2) |
-
|
(211 | )(2) | |||||||||
310
|
769
|
971
|
788
|
(1)
|
Includes 287
and 969 as of September 30, 2007 and December 31, 2006, respectively, with
an original maturity of less than three
months.
|
(2)
|
In addition to
the amounts detailed in Exhibit C to the individual financial statements,
includes interest in Gas Argentino S.A. (“GASA”). As of September 30,
2007, the shareholders and creditors of GASA have signed a debt
reestructuring agreement whose approval is pending by the National
Antitrust Protection Board.
|
(3)
|
Restricted
cash.
|
b) Trade
receivables:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Accounts
receivable
|
2,936
|
37
|
2,280
|
44
|
||||||||||||
Related
parties
|
428
|
-
|
391
|
-
|
||||||||||||
3,364
|
37
|
2,671
|
44
|
|||||||||||||
Allowance for
doubtful trade receivables
|
(471 | ) |
-
|
(429 | ) |
-
|
||||||||||
2,893
|
37
|
2,242
|
44
|
c)
Other receivables
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Deferred
income tax
|
-
|
491
|
-
|
510
|
||||||||||||
Tax credits
and export rebates
|
876
|
16
|
692
|
18
|
||||||||||||
Trade
|
97
|
-
|
71
|
-
|
||||||||||||
Prepaid
expenses
|
146
|
63
|
130
|
73
|
||||||||||||
Concessions
charges
|
17
|
77
|
17
|
88
|
||||||||||||
Related
parties
|
2,606 | (1) |
-
|
3,883 | (1) |
-
|
||||||||||
Loans to
clients
|
11
|
91
|
12
|
69
|
||||||||||||
Advances to
suppliers
|
108
|
-
|
65
|
-
|
||||||||||||
From joint
ventures and other agreements
|
90
|
-
|
46
|
-
|
||||||||||||
Miscellaneous
|
466
|
105
|
254
|
146
|
||||||||||||
4,417
|
843
|
5,170
|
904
|
|||||||||||||
Allowance for
other doubtful accounts
|
(115 | ) |
-
|
(137 | ) |
-
|
||||||||||
Allowance for
valuation of other receivables to their estimated realizable
value
|
-
|
(51 | ) |
-
|
(52 | ) | ||||||||||
4,302
|
792
|
5,033
|
852
|
(1)
|
In addition to
the amounts detailed in Note 3.c to the individual financial statements,
mainly includes 198 with Repsol Netherlands Finance B.V. as of September
30, 2007, which accrue interest at 5.36 %, and 48 and 218 with Repsol
Netherlands Finance B.V. and Repsol International Finance B.V.,
respectively, as of December 31,
2006.
|
d)
Inventories:
|
2007
|
2006
|
||||||
Refined
products
|
1,580
|
1,047
|
||||||
Crude oil and
natural gas
|
623
|
441
|
||||||
Products in
process
|
33
|
47
|
||||||
Raw materials,
packaging materials and others
|
258
|
162
|
||||||
2,494
|
1,697
|
e) Fixed
assets:
|
2007
|
2006
|
||||||
Net book value
of fixed assets (Exhibit A)
|
24,484
|
22,562
|
||||||
Allowance for
unproductive exploratory drilling
|
(3 | ) | (3 | ) | ||||
Allowance for
obsolescence of material and equipment
|
(46 | ) | (46 | ) | ||||
24,435
|
22,513
|
f)
Accounts payable:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Trade
|
2,825
|
26
|
2,617
|
27
|
||||||||||||
Hydrocarbon
wells abandonment obligations
|
-
|
2,607
|
233
|
2,210
|
||||||||||||
Related
parties
|
164
|
-
|
238
|
-
|
||||||||||||
From joint
ventures and other agreements
|
331
|
-
|
256
|
-
|
||||||||||||
Environmental
liabilities
|
93
|
164
|
93
|
164
|
||||||||||||
Miscellaneous
|
42
|
55
|
58
|
47
|
||||||||||||
3,455
|
2,852
|
3,495
|
2,448
|
g)
Loans:
|
2007
|
2006
|
||||||||||||||||||||||
Interest
rates (1)
|
Principal
maturity
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
Negotiable
Obligations – YPF
|
9.13–10.00 | % |
2009 -
2028
|
11
|
523
|
559
|
509
|
|||||||||||||||||
Other bank
loans and other creditors
|
1.25–18.25 | % |
2007 -
2008
|
540
|
-
|
356
|
1
|
|||||||||||||||||
551
|
523
|
915
|
510
|
(1)
|
Annual fixed
interest rates as of September 30,
2007.
|
h)
Other expense, net:
|
Income
(Expense)
|
|||||||
2007
|
2006
|
|||||||
Reserve for
pending lawsuits and other claims
|
(140 | ) | (54 | ) | ||||
Environmental
remediation - YPF Holdings Inc.
|
(113 | ) | (61 | ) | ||||
Defined-benefits
pension plans and other postretirement benefits
|
(12 | ) | (17 | ) | ||||
Miscellaneous
|
94
|
99
|
||||||
(171 | ) | (33 | ) |
3.
|
COMMITMENTS AND CONTINGENCIES
IN CONTROLLED COMPANIES
|
-
|
The EPA and
other agencies are addressing the lower Passaic River in a joint federal,
state, local and private sector cooperative effort designated as the Lower
Passaic River Restoration Project (“PRRP”). Tierra, along with
approximately seventy two other entities, participated in an initial
remedial investigation and feasibility study (“RIFS”) in connection with
the PRRP. The parties are discussing the possibility of further work with
the EPA. The entities that have agreed to fund the RIFS have negotiated
allocations of responsibility among themselves based on a number of
considerations.
|
-
|
In 2003, the
DEP issued Directive No. 1 to approximately 66 entities, including
Occidental and Maxus and certain of their respective related entities.
Directive No. 1 seeks to address natural resource damages allegedly
resulting from almost 200 years of historic industrial and commercial
development of the lower 17 miles of the Passaic River and a part of its
watershed. Directive No. 1 asserts that the named entities are jointly and
severally liable for the alleged natural resource damages without regard
to fault. The DEP has asserted jurisdiction in this matter even though all
or part of the lower Passaic River has been designated as a Superfund site
and is a subject of the PRRP. Directive No. 1 calls for the following
actions: interim compensatory restoration, injury identification, injury
quantification and value determination. Maxus and Tierra responded to
Directive No. 1 setting forth good faith defenses. Settlement discussions
between the DEP and the named entities have been held; however, no
agreement has been reached or is
assured.
|
-
|
In 2004, the
EPA and Occidental entered into an administrative order on consent (the
“AOC”) pursuant to which Tierra (on behalf of Occidental) has agreed to
conduct testing and studies to characterize contaminated sediment and
biota in the Newark Bay. The initial field work on this study, which
includes testing in the Newark Bay, has been substantially completed.
Discussions with the EPA regarding additional work that might be required
are underway.
|
-
|
In December
2005, the DEP issued a directive to Tierra, Maxus and Occidental directing
said parties to pay the State of New Jersey’s costs of developing a Source
Control Dredge Plan focused on allegedly dioxin-contaminated sediment in
the lower six-mile portion of the Passaic River. The development of this
plan is estimated by the DEP to cost approximately US$ 2 million.
This directive was issued even though this portion of the lower Passaic
River is a subject of the PRRP. The DEP has advised the recipients that
(a) it is engaged in discussions with the EPA regarding the subject matter
of the directive, and (b) they are not required to respond to the
directive until otherwise notified.
|
-
|
In December
2005, the DEP sued YPF, YPF Holdings Inc., Tierra, Maxus and several
affiliated entities, in addition to Occidental, in connection with dioxin
contamination allegedly emanating from Chemicals’ former Newark plant and
contaminating the lower portion of the Passaic River, Newark Bay, other
nearby waterways and surrounding areas. The DEP seeks unspecified and
punitive damages and other matters. The defendants have made responsive
pleadings and filings.
|
-
|
In June 2007,
EPA released a draft Focused Feasibility Study (“FFS”) that outlines
several alternatives for remedial action in the lower eight miles of
the Passaic River. These alternatives range from no action (which would
result in comparatively little cost) to extensive dredging and
capping (which according to the draft FFS, EPA estimated could cost
from U.S.$0.9 billion to U.S.$2.3 billion), and are all described by EPA
as involving proven technologies that could be carried out in the near
term, without extensive research. Tierra, in conjunction with the
other parties of the PRRP group, submitted comments on the draft FFS to
EPA, as did other interested parties. In September 2007, EPA announced its
intention to spend further time considering these comments, to
issue a proposed plan for public comment by the middle of 2008 and to
select a clean-up plan in the last quarter of 2008. Tierra will respond to
any further EPA proposal as may be appropriate at that
time.
|
-
|
In August
2007, the National Oceanic Atmospheric Administration (“NOAA”) sent a
letter to the parties of the PRRP group, including Tierra and Occidental,
requesting that the group enters into an agreement to conduct a
cooperative assessment of natural resources damages in the Passaic River
and Newark Bay. The PRRP group has responded through its common counsel
requesting that discussions relating to such agreement to be postponed
until 2008, due in part to the pending FFS proposal by EPA. Tierra will
continue to participate in the PRRP group with regard to this
matter.
|
4.
|
CONSOLIDATED BUSINESS SEGMENT
INFORMATION
|
Exploration
and
Production
|
Refining
and
Marketing
|
Chemical
|
Corporate
and
Other
|
Consolidation
Adjustments
|
Total
|
|||||||||||||||||||
Nine-month period ended
September 30, 2007
|
||||||||||||||||||||||||
Net sales to
unrelated parties
|
2,310
|
14,599
|
1,855
|
99
|
-
|
18,863
|
||||||||||||||||||
Net sales to
related parties
|
495
|
1,511
|
-
|
-
|
-
|
2,006
|
||||||||||||||||||
Net
intersegment sales
|
9,770
|
1,405
|
599
|
262
|
(12,036 | ) |
-
|
|||||||||||||||||
Net
sales
|
12,575
|
17,515
|
2,454
|
361
|
(12,036 | ) |
20,869
|
|||||||||||||||||
Operating
income (loss)
|
3,550
|
1,008
|
379
|
(480 | ) |
37
|
4,494
|
|||||||||||||||||
Income on
long-term investments
|
25
|
13
|
-
|
-
|
-
|
38
|
||||||||||||||||||
Depreciation
|
2,714
|
281
|
67
|
43
|
-
|
3,105
|
||||||||||||||||||
Acquisitions
of fixed assets
|
3,299
|
528
|
79
|
170
|
-
|
4,076
|
||||||||||||||||||
Assets
|
19,374
|
11,077
|
1,996
|
4,795
|
(1,096 | ) |
36,146
|
|||||||||||||||||
Nine-month period ended
September 30, 2006
|
||||||||||||||||||||||||
Net sales to
unrelated parties
|
2,311
|
13,248
|
1,704
|
85
|
-
|
17,348
|
||||||||||||||||||
Net sales to
related parties
|
584
|
1,240
|
-
|
-
|
-
|
1,824
|
||||||||||||||||||
Net
intersegment sales
|
10,812
|
1,177
|
494
|
201
|
(12,684 | ) |
-
|
|||||||||||||||||
Net
sales
|
13,707
|
15,665
|
2,198
|
286
|
(12,684 | ) |
19,172
|
|||||||||||||||||
Operating
income (loss)
|
5,449
|
53
|
340
|
(391 | ) |
29
|
5,480
|
|||||||||||||||||
Income on
long-term investments
|
18
|
9
|
-
|
-
|
-
|
27
|
||||||||||||||||||
Depreciation
|
2,298
|
238
|
62
|
30
|
-
|
2,628
|
||||||||||||||||||
Acquisitions
of fixed assets
|
2,800
|
471
|
84
|
112
|
-
|
3,467
|
||||||||||||||||||
Year ended December 31,
2006
|
||||||||||||||||||||||||
Assets
|
18,987
|
9,349
|
1,876
|
6,049
|
(867 | ) |
35,394
|
5.
|
SUMMARY OF SIGNIFICANT
DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANY AND
UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
|
a)
|
Functional and reporting
currency
|
b)
|
Proportional
consolidation
|
c)
|
Valuation of
inventories
|
d)
|
Impairment of long-lived
assets
|
e)
|
Start-up and organization
costs
|
f)
|
Reorganization of entities
under common control
|
g)
|
Pension
Plans
|
h)
|
Accounting for asset retirement
obligations
|
i)
|
Consolidation of variable
interest entities - Interpretation of ARB No.
51
|
j)
|
Capitalization of financial
expenses
|
k)
|
SFAS Interpretation No. 48,
Accounting for uncertainty in income taxes – an interpretation of FASB
Statement No. 109 (“FIN 48”)
|
l)
|
SFAS No. 157, Fair Value
Measurements
|
m)
|
SFAS No. 159, The Fair Value
Option for Financial Assets and Financial
Liabilities
|
n)
|
SFAS No.141(R), “Business
Combinations” and SFAS No. 160, “Noncontrolling Interests in Consolidated
Financial Statements — an amendment of ARB No.
51”
|
6.
|
RECONCILIATION OF NET INCOME
AND SHAREHOLDERS' EQUITY TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
|
For the nine-month periods
ended
|
||||||||
2007
|
2006
|
|||||||
Net income
according to Argentine GAAP
|
2,980
|
3,735
|
||||||
Increase
(decrease) due to:
|
||||||||
Elimination of
the inflation adjustment into Argentine constant pesos
(Note 1 to the
individual financial statements and 5.a)
|
612
|
751
|
||||||
Remeasurement
into functional currency and translation
into reporting
currency (Note 5.a)
|
(1,181 | ) | (1,300 | ) | ||||
Reorganization
of entities under common control - Interest
from accounts
receivable (Note 5.f)
|
(15 | ) | (50 | ) | ||||
Start-up and
organization costs amortization (Note 5.e)
|
-
|
8
|
||||||
Impairment of
long-lived assets (Note 5.d)
|
(69 | ) |
96
|
|||||
Consolidation
of VIEs (Note 5.i)
|
20
|
39
|
||||||
Capitalization
of financial expenses (Note 5.j)
|
28
|
36
|
||||||
Asset
retirement obligations (Note 5.h)
|
7
|
-
|
||||||
Pension plans
(Note 5.g)
|
(7 | ) | (19 | ) | ||||
Deferred
income tax (1)
|
(19 | ) | (43 | ) | ||||
Net income in
accordance with U.S. GAAP
|
2,356
|
3,253
|
||||||
Earnings per
share, basic and diluted
|
5.99
|
8.27
|
||||||
As of
|
||||||||
September
30, 2007
|
December
31, 2006
|
|||||||
Shareholders'
equity according to Argentine GAAP
|
24,955
|
24,345
|
||||||
Increase
(decrease) due to:
|
||||||||
Elimination of
the inflation adjustment into Argentine constant pesos
(Note 1 to the
individual financial statements and 5.a)
|
(4,396 | ) | (5,008 | ) | ||||
Remeasurement
into functional currency and translation
into reporting
currency (Note 5.a)
|
7,971
|
8,333
|
||||||
Reorganization
of entities under common control - Accounts receivable (Note
5.f)
|
-
|
(954 | ) | |||||
Impairment of
long-lived assets (Note 5.d)
|
(574 | ) | (491 | ) | ||||
Consolidation
of VIEs (Note 5.i)
|
(47 | ) | (65 | ) | ||||
Capitalization
of financial expenses (Note 5.j)
|
245
|
211
|
||||||
Asset
retirement obligations (Note 5.h)
|
(29 | ) | (35 | ) | ||||
Pension plans
(Note 5.g)
|
(65 | ) | (56 | ) | ||||
Deferred
income tax (1)
|
(60 | ) | (39 | ) | ||||
Shareholders'
equity in accordance with U.S. GAAP
|
28,000
|
26,241
|
(1)
|
Corresponds to
the effect of Deferred Income Tax, if applicable, to U.S. GAAP
adjustments.
|
7.
|
ADDITIONAL U.S. GAAP
DISCLOSURES
|
a)
|
Consolidated operating income
(loss)
|
b)
|
Comprehensive
income
|
As of
|
||||||||
September
30,
2007
|
December
31,
2006
|
|||||||
Effect arising
from the translation into reporting currency
|
15,401 | (1) | 14,582 | (1) | ||||
Pension
plans
|
(223 | )(2) | (217 | )(2) | ||||
Comprehensive
income at the end of periods
|
15,178
|
14,365
|
(1)
|
Has no tax
effect.
|
(2)
|
Valuation
allowance has been recorded to offset the recognized income tax
effect.
|
c)
|
Hydrocarbon well abandonment
obligations
|
As of
|
||||||||
September
30,
2007
|
December
31,
2006
|
|||||||
Aggregate
hydrocarbon well abandonment obligation, beginning of year
|
2,441
|
1,457
|
||||||
Translation
effect
|
82
|
12
|
||||||
Revision in
estimated cash flows
|
-
|
840
|
||||||
Obligations
incurred
|
-
|
55
|
||||||
Accretion
expense
|
146
|
117
|
||||||
Obligations
settled
|
(49 | ) | (40 | ) | ||||
Aggregate
hydrocarbon well abandonment obligation, end of periods
|
2,620
|
2,441
|
d)
|
Cash and
equivalents
|
As of
|
||||||||
September 30,
2007
|
December
31,
2006
|
|||||||
Cash
|
100
|
111
|
||||||
Cash and
equivalents (1)
|
203
|
710
|
||||||
Cash and
equivalents at the end of the periods (2)
|
303
|
821
|
(1)
|
Included in
short-term investments in the consolidated balance
sheets.
|
(2)
|
Cash and
equivalents from jointly controlled companies which are proportionally
consolidated for Argentine GAAP purposes are not
included.
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Main
account
|
Amounts at
beginning
of
year
|
Translation
net effect (5)
|
Increases
|
Net
decreases,
transfers
and
reclassifications
|
Amounts at
end of
period
|
|||||||||||||||
Land and
buildings
|
2,326
|
-
|
-
|
63
|
2,389
|
|||||||||||||||
Mineral
property, wells and related equipment
|
42,534
|
10
|
-
|
7,791
|
50,335
|
|||||||||||||||
Refinery
equipment and petrochemical plants
|
8,650
|
-
|
8
|
373
|
9,031
|
|||||||||||||||
Transportation
equipment
|
1,850
|
-
|
-
|
14
|
1,864
|
|||||||||||||||
Materials and
equipment in warehouse
|
611
|
-
|
791
|
(656 | ) |
746
|
||||||||||||||
Drilling and
work in progress
|
3,569
|
(2 | ) |
3,164
|
(2,591 | ) |
4,140
|
|||||||||||||
Exploratory
drilling in progress
|
135
|
2
|
88
|
(92 | ) |
133
|
||||||||||||||
Furniture,
fixtures and installations
|
556
|
-
|
4
|
59
|
619
|
|||||||||||||||
Selling
equipment
|
1,341
|
-
|
-
|
66
|
1,407
|
|||||||||||||||
Other
property
|
367
|
1
|
21
|
(16 | ) |
373
|
||||||||||||||
Total
2007
|
61,939
|
11
|
4,076
|
5,011 | (1)(6) |
71,037
|
||||||||||||||
Total
2006
|
61,812
|
4
|
3,467 | (2) | (396 | )(1) |
64,887
|
2007
|
2006
|
|||||||||||||||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||||||||||
Main
account
|
Accumulated
at beginning
of year
|
Net
decreases,
transfers
and
reclassifications
|
Depreciation
rate
|
Increases
|
Accumulated
at end of
period
|
Net book
value as of
09-30-07
|
Net book
value as of
09-30-06
|
Net book
value as of
12-31-06
|
||||||||||||||||||||||||
Land and
buildings
|
1,053
|
(1 | ) | 2 | % |
44
|
1,096
|
1,293
|
1,264
|
1,273
|
||||||||||||||||||||||
Mineral
property, wells and related equipment
|
29,496
|
4,075
|
(4) |
2,676
|
36,247
|
14,088 | (3) | 12,760 | (3) | 13,038 | (3) | |||||||||||||||||||||
Refinery
equipment and petrochemical plants
|
5,793
|
(1 | ) | 4-10 | % |
256
|
6,048
|
2,983
|
2,836
|
2,857
|
||||||||||||||||||||||
Transportation
equipment
|
1,273
|
(3 | ) | 4-5 | % |
41
|
1,311
|
553
|
564
|
577
|
||||||||||||||||||||||
Materials and
equipment in warehouse
|
-
|
-
|
-
|
-
|
-
|
746
|
549
|
611
|
||||||||||||||||||||||||
Drilling and
work in progress
|
-
|
-
|
-
|
-
|
-
|
4,140
|
3,883
|
3,569
|
||||||||||||||||||||||||
Exploratory
drilling in progress
|
-
|
-
|
-
|
-
|
-
|
133
|
156
|
135
|
||||||||||||||||||||||||
Furniture,
fixtures and installations
|
479
|
1
|
10 | % |
33
|
513
|
106
|
83
|
77
|
|||||||||||||||||||||||
Selling
equipment
|
1,001
|
-
|
10 | % |
43
|
1,044
|
363
|
323
|
340
|
|||||||||||||||||||||||
Other
property
|
282
|
-
|
10 | % |
12
|
294
|
79
|
82
|
85
|
|||||||||||||||||||||||
Total
2007
|
39,377
|
4,071 | (1)(6) |
3,105
|
46,553
|
24,484
|
||||||||||||||||||||||||||
Total
2006
|
39,803
|
(44 | )(1) |
2,628
|
42,387
|
22,500
|
22,562
|
(1)
|
Includes 99
and 128 of net book value charged to fixed assets allowances for the
nine-month periods ended September 30, 2007 and 2006,
respectively.
|
(2)
|
Includes 7
corresponding to the cost of hydrocarbon wells abandonment obligations for
the nine-month period ended September 30,
2006.
|
(3)
|
Includes 901,
1,097 and 1,014 of mineral property as of September 30, 2007 and 2006 and
December 31, 2006, respectively.
|
(4)
|
Depreciation
has been calculated according to the unit of production
method.
|
(5)
|
Includes the
net effect of the exchange differences arising from the translation of net
book values at beginning of the year of fixed assets in foreign
companies.
|
(6)
|
Includes 5,291
of acquisition cost and 4,094 of accumulated depreciation corresponding to
oil and gas exploration and producing areas, which were disposed by sale
as of December 31, 2006 (Note 2.d to the individual financial
statements).
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||||||||||||||||||
Production
costs
|
Administrative
expenses
|
Selling
expenses
|
Exploration
expenses
|
Total
|
Total
|
|||||||||||||||||||
Salaries and
social security taxes
|
617
|
137
|
128
|
35
|
917
|
718
|
||||||||||||||||||
Fees and
compensation for services
|
117
|
199
|
28
|
3
|
347
|
270
|
||||||||||||||||||
Other
personnel expenses
|
199
|
55
|
18
|
15
|
287
|
235
|
||||||||||||||||||
Taxes, charges
and contributions
|
165
|
13
|
216
|
-
|
394
|
325
|
||||||||||||||||||
Royalties and
easements
|
1,465
|
-
|
4
|
5
|
1,474
|
1,607
|
||||||||||||||||||
Insurance
|
78
|
2
|
10
|
3
|
93
|
76
|
||||||||||||||||||
Rental of real
estate and equipment
|
243
|
3
|
43
|
1
|
290
|
234
|
||||||||||||||||||
Survey
expenses
|
-
|
-
|
-
|
136
|
136
|
86
|
||||||||||||||||||
Depreciation
of fixed assets
|
2,992
|
36
|
77
|
-
|
3,105
|
2,628
|
||||||||||||||||||
Industrial
inputs, consumable materials and supplies
|
408
|
6
|
29
|
5
|
448
|
411
|
||||||||||||||||||
Operation
services and other service contracts
|
428
|
11
|
57
|
38
|
534
|
436
|
||||||||||||||||||
Preservation,
repair and maintenance
|
1,201
|
14
|
41
|
2
|
1,258
|
950
|
||||||||||||||||||
Contractual
commitments
|
478
|
-
|
-
|
-
|
478
|
433
|
||||||||||||||||||
Unproductive
exploratory drillings
|
-
|
-
|
-
|
100
|
100
|
133
|
||||||||||||||||||
Transportation,
products and charges
|
579
|
-
|
748
|
-
|
1,327
|
1,116
|
||||||||||||||||||
Allowance for
doubtful trade receivables
|
-
|
-
|
42
|
-
|
42
|
79
|
||||||||||||||||||
Publicity and
advertising expenses
|
-
|
38
|
58
|
-
|
96
|
109
|
||||||||||||||||||
Fuel, gas,
energy and miscellaneous
|
529
|
47
|
42
|
13
|
631
|
623
|
||||||||||||||||||
Total
2007
|
9,499
|
561
|
1,541
|
356
|
11,957
|
|||||||||||||||||||
Total
2006
|
8,305
|
490
|
1,356
|
318
|
10,469
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||
Current
Assets
|
||||||||
Cash
|
59
|
88
|
||||||
Investments
(Note 3.a)
|
59
|
552
|
||||||
Trade
receivables (Note 3.b)
|
2,738
|
2,138
|
||||||
Other
receivables (Note 3.c)
|
4,726
|
5,116
|
||||||
Inventories
(Note 3.d)
|
2,272
|
1,522
|
||||||
Other assets
(Note 2.d)
|
-
|
1,128
|
||||||
Total current
assets
|
9,854
|
10,544
|
||||||
Noncurrent
Assets
|
||||||||
Trade
receivables (Note 3.b)
|
36
|
44
|
||||||
Other
receivables (Note 3.c)
|
769
|
826
|
||||||
Investments
(Note 3.a)
|
2,613
|
2,634
|
||||||
Fixed assets
(Note 3.e)
|
22,608
|
20,893
|
||||||
Total
noncurrent assets
|
26,026
|
24,397
|
||||||
Total
assets
|
35,880
|
34,941
|
||||||
Current
Liabilities
|
||||||||
Accounts
payable (Note 3.f)
|
4,136
|
3,968
|
||||||
Loans (Note
3.g)
|
355
|
813
|
||||||
Salaries and
social security
|
145
|
162
|
||||||
Taxes
payable
|
1,257
|
1,173
|
||||||
Net advances
from crude oil purchasers (Note 3.h)
|
32
|
96
|
||||||
Reserves
(Exhibit E)
|
228
|
206
|
||||||
Total current
liabilities
|
6,153
|
6,418
|
||||||
Noncurrent
Liabilities
|
||||||||
Accounts
payable (Note 3.f)
|
2,829
|
2,425
|
||||||
Loans (Note
3.g)
|
523
|
510
|
||||||
Taxes
payable
|
8
|
10
|
||||||
Net advances
from crude oil purchasers (Note 3.h)
|
-
|
7
|
||||||
Reserves
(Exhibit E)
|
1,412
|
1,226
|
||||||
Total
noncurrent liabilities
|
4,772
|
4,178
|
||||||
Total
liabilities
|
10,925
|
10,596
|
||||||
Shareholders’ Equity
(per corresponding statements)
|
24,955
|
24,345
|
||||||
Total
liabilities and shareholders’ equity
|
35,880
|
34,941
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||
Net sales
(Note 3.i)
|
19,448
|
17,770
|
||||||
Cost of sales
(Exhibit F)
|
(13,215 | ) | (10,857 | ) | ||||
Gross
profit
|
6,233
|
6,913
|
||||||
Administrative
expenses (Exhibit H)
|
(487 | ) | (426 | ) | ||||
Selling
expenses (Exhibit H)
|
(1,458 | ) | (1,286 | ) | ||||
Exploration
expenses (Exhibit H)
|
(332 | ) | (262 | ) | ||||
Operating
income
|
3,956
|
4,939
|
||||||
Income on
long-term investments
|
273
|
307
|
||||||
Other
(expense) income, net (Note 3.j)
|
(76 | ) |
43
|
|||||
Financial
income, net and holding gains:
|
||||||||
Gains on
assets
|
||||||||
Interests
|
257
|
219
|
||||||
Exchange
differences
|
90
|
63
|
||||||
Holding gains
on inventories
|
302
|
428
|
||||||
Losses on
liabilities
|
||||||||
Interests
|
(205 | ) | (146 | ) | ||||
Exchange
differences
|
(56 | ) | (87 | ) | ||||
Reversal of
impairment of other current assets (Note 2.d)
|
69
|
-
|
||||||
Net income before income
tax
|
4,610
|
5,766
|
||||||
Income tax
(Note 3.k)
|
(1,630 | ) | (2,031 | ) | ||||
Net
income
|
2,980
|
3,735
|
||||||
Earnings per share (Note
1)
|
7.58
|
9.50
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
||||||||||||||||
Shareholders’
Contributions
|
||||||||||||||||
Subscribed
Capital
|
Adjustment
to
Contributions
|
Issuance
Premiums
|
Total
|
|||||||||||||
Balances at the beginning of
year
|
3,933
|
7,281
|
640
|
11,854
|
||||||||||||
As
decided by the Ordinary Shareholders’ meeting of April 28,
2006:
|
||||||||||||||||
-
Cash dividends (6 per share)
|
-
|
-
|
-
|
-
|
||||||||||||
As
decided by the Board of Directors’ meeting of March 6,
2007:
|
||||||||||||||||
-
Cash dividends (6 per share)
|
-
|
-
|
-
|
-
|
||||||||||||
As
decided by the Ordinary Shareholders’ meeting of April 13,
2007:
|
||||||||||||||||
-
Appropriation to Legal Reserve
|
-
|
-
|
-
|
-
|
||||||||||||
-
Appropriation to Reserve for
Future
Dividends
|
-
|
-
|
-
|
-
|
||||||||||||
Net
(decrease) increase in deferred earnings (Note 2.k)
|
-
|
-
|
-
|
-
|
||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
||||||||||||
Balances at the end of
period
|
3,933
|
7,281
|
640
|
11,854
|
2007
|
2006
|
|||||||||||||||||||||||
Legal
Reserve
|
Deferred
Earnings
|
Reserve for
Future
Dividends
|
Unappropriated
Retained
Earnings
|
Total
Shareholders’
Equity
|
Total
Shareholders’
Equity
|
|||||||||||||||||||
Balances at the beginning of
year
|
1,797
|
(124 | ) |
2,710
|
8,108
|
24,345
|
22,249
|
|||||||||||||||||
As
decided by the Ordinary Shareholders’ meeting of April 28,
2006:
|
||||||||||||||||||||||||
-
Cash dividends (6 per share)
|
-
|
-
|
-
|
-
|
-
|
(2,360 | ) | |||||||||||||||||
As
decided by the Board of Directors’ meeting of March 6,
2007:
|
||||||||||||||||||||||||
-
Cash dividends (6 per share)
|
-
|
-
|
(2,360 | ) |
-
|
(2,360 | ) |
-
|
||||||||||||||||
As
decided by the Ordinary Shareholders’ meeting of April 13,
2007:
|
||||||||||||||||||||||||
-
Appropriation to Legal Reserve
|
223
|
-
|
-
|
(223 | ) |
-
|
-
|
|||||||||||||||||
-
Appropriation to Reserve for
Future
Dividends
|
-
|
-
|
4,234
|
(4,234 | ) |
-
|
-
|
|||||||||||||||||
Net
(decrease) increase in deferred earnings (Note 2.k)
|
-
|
(10 | ) |
-
|
-
|
(10 | ) |
1
|
||||||||||||||||
Net
income
|
-
|
-
|
-
|
2,980
|
2,980
|
3,735
|
||||||||||||||||||
Balances at the end of
period
|
2,020
|
(134 | ) |
4,584
|
6,631
|
24,955
|
23,625
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||
Cash Flows from Operating
Activities
|
||||||||
Net
income
|
2,980
|
3,735
|
||||||
Adjustments
to reconcile net income to net cash flows provided by operating
activities:
|
||||||||
Income
on long-term investments
|
(273 | ) | (307 | ) | ||||
Dividends
from long-term investments
|
424
|
340
|
||||||
Reversal
of impairment of other current assets
|
(69 | ) |
-
|
|||||
Depreciation
of fixed assets
|
3,024
|
2,550
|
||||||
Consumption
of materials and fixed assets retired, net of allowances
|
146
|
212
|
||||||
Increase
in allowances for fixed assets
|
99
|
126
|
||||||
Income
tax
|
1,630
|
2,031
|
||||||
Income
tax payments
|
(1,435 | ) | (2,170 | ) | ||||
Increase
in reserves
|
567
|
560
|
||||||
Changes
in assets and liabilities:
|
||||||||
Trade
receivables
|
(592 | ) | (83 | ) | ||||
Other
receivables
|
566
|
(680 | ) | |||||
Inventories
|
(750 | ) | (529 | ) | ||||
Accounts
payable
|
270
|
306
|
||||||
Salaries
and social security
|
(17 | ) | (11 | ) | ||||
Taxes
payable
|
(96 | ) | (231 | ) | ||||
Net
advances from crude oil purchasers
|
(69 | ) | (71 | ) | ||||
Decrease
in reserves
|
(359 | ) | (148 | ) | ||||
Interests,
exchange differences and others
|
96
|
8
|
||||||
Net
cash flows provided by operating activities
|
6,142 | (1) | 5,638 | (1) | ||||
Cash Flows from Investing
Activities
|
||||||||
Acquisitions
of fixed assets
|
(3,787 | ) | (3,281 | ) | ||||
Capital
contributions on long-term investments
|
(45 | ) | (1 | ) | ||||
Investments
(non cash and equivalents)
|
(3 | ) | (1 | ) | ||||
Net
cash flows used in investing activities
|
(3,835 | ) | (3,283 | ) | ||||
Cash Flows from Financing
Activities
|
||||||||
Payment
of loans
|
(1,340 | ) | (634 | ) | ||||
Proceeds
from loans
|
868
|
605
|
||||||
Dividends
paid
|
(2,360 | ) | (2,360 | ) | ||||
Net
cash flows used in financing activities
|
(2,832 | ) | (2,389 | ) | ||||
Net decrease in Cash and
Equivalents
|
(525 | ) | (34 | ) | ||||
Cash
and equivalents at the beginning of year
|
638
|
214
|
||||||
Cash
and equivalents at the end of period
|
113
|
180
|
(1)
|
Includes (93)
and (88) corresponding to interest payments for the nine-month periods
ended September 30, 2007 and 2006,
respectively.
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
1.
|
SIGNIFICANT ACCOUNTING
POLICIES
|
2.
|
VALUATION
CRITERIA
|
a)
|
Cash:
|
|
-
|
Amounts in
Argentine pesos have been stated at face
value.
|
|
-
|
Amounts in
foreign currencies have been valued at the relevant exchange rates as of
the end of each period or year, as applicable. Exchange differences have
been credited (charged) to current income. Additional information on
assets denominated in foreign currency is disclosed in Exhibit
G.
|
b)
|
Current investments, trade and
other receivables and
payables:
|
|
-
|
Amounts in
Argentine pesos have been stated at face value, which includes accrued
interest through the end of each period or year, if applicable. Mutual
funds have been valued at fair value as of the end of each period or year.
When required by generally accepted accounting principles, discounted
value does not differ significantly from their face value as of the end of
each period or year.
|
|
-
|
Amounts in
foreign currency have been valued at face value at the relevant exchange
rates in effect as of the end of each period or year, including accrued
interest, if applicable. Exchange differences have been credited (charged)
to current income. Mutual funds have been valued at fair valued at the
relevant exchange rate in effect as of the end of each period or year.
Investments in government securities have been valued at its fair value as
of the end of each period or year. Additional information on assets and
liabilities denominated in foreign currency is disclosed in Exhibit
G.
|
c)
|
Inventories:
|
|
-
|
Refined
products, products in process, crude oil and natural gas have been valued
at replacement cost as of the end of each period or
year.
|
|
-
|
Raw materials
and packaging materials have been valued at cost, which does not differ
significantly from its replacement cost as of the end of each period or
year.
|
d)
|
Other
assets:
|
e)
|
Noncurrent
investments:
|
f)
|
Fixed
assets:
|
|
-
|
The Company
follows the “successful effort” method of accounting for its oil and gas
exploration and production operations. Accordingly, exploratory costs,
excluding the costs of exploratory wells, have been charged to expense as
incurred. Costs of drilling exploratory wells, including stratigraphic
test wells, have been capitalized pending determination as to whether the
wells have found proved reserves that justify commercial development. If
such reserves were not found, the mentioned costs are charged to expense.
Occasionally, an exploratory well may be determined to have found oil and
gas reserves, but classification of those reserves as proved cannot be
made when drilling is completed. In those cases, the cost of drilling the
exploratory well shall continue to be capitalized if the well has found a
sufficient quantity of reserves to justify its completion as a producing
well and the enterprise is making sufficient progress assessing the
reserves and the economic and operating viability of the project. If any
of the mentioned conditions is not met, cost of drilling exploratory wells
is charged to expense.
|
|
-
|
Intangible
drilling costs applicable to productive wells and to developmental dry
holes, as well as tangible equipment costs related to the development of
oil and gas reserves, have been
capitalized.
|
|
-
|
The
capitalized costs related to producing activities have been depreciated by
field on the unit-of-production basis by applying the ratio of produced
oil and gas to estimate recoverable proved and developed oil and gas
reserves.
|
|
-
|
The
capitalized costs related to acquisitions of properties with proved
reserves have been depreciated by field on the unit-of-production basis by
applying the ratio of produced oil and gas to proved oil and gas
reserves.
|
|
-
|
Revisions of
crude oil and natural gas proved reserves are considered prospectively in
the calculation of depreciation. Revisions in estimates of reserves are
performed at least once a year. During the nine-month period ended
September 30, 2007, there have been no significant extensions, discoveries
or revisions of previous estimates. Additionally, estimates of reserves
are audited by independent petroleum engineers on a three-year rotation
plan.
|
|
-
|
Costs related
to hydrocarbon wells abandonment obligations are capitalized along with
the related assets, and are depreciated using the unit-of-production
method. As compensation, a liability is recognized for this concept at the
estimated value of the discounted payable amounts. Revisions of the
payable amounts are performed at the end of each fiscal year upon
consideration of the current costs incurred in abandonment obligations on
a field-by-field basis or other external available information if
abandonment obligations were not performed. Due to the number of the wells
in operation and/or not abandoned and likewise the complexity with respect
to different geographic areas where the wells are located, the current
costs incurred in plugging are extrapolated to the wells pending
abandonment. Current costs incurred are the best source of information at
the end of each fiscal year in order to make the best estimate of asset
retirement obligations.
|
|
-
|
The Company's
other fixed assets are depreciated using the straight-line method, with
depreciation rates based on the estimated useful life of each class of
property.
|
g)
|
Taxes, withholdings and
royalties:
|
h)
|
Allowances and
reserves:
|
|
-
|
Allowances:
amounts have been provided in order to reduce the valuation of trade
receivables, other receivables, noncurrent investments and fixed assets
based on analysis of doubtful accounts and on the estimated recoverable
value of these assets.
|
|
-
|
Reserves for
losses: amounts have been provided for various contingencies which are
probable and can be reasonably estimated, based on Management's
expectations and in consultation with legal counsels. Reserves for losses
are required to be accounted for at the discounted value as of the end of
each period or year by Argentine GAAP, however, as their face value does
not differ significantly from discounted values, they are recorded at face
value.
|
i)
|
Environmental
liabilities:
|
j)
|
Derivative
instruments:
|
k)
|
Shareholders' equity
accounts:
|
l)
|
Statements of income
accounts:
|
|
-
|
Accounts which
accumulate monetary transactions at their face
value.
|
|
-
|
Cost of sales
has been calculated by computing units sold in each month at the
replacement cost of that month.
|
|
-
|
Depreciation
of nonmonetary assets, valued at acquisition cost, has been recorded based
on the restated cost of such assets as detailed in Note
1.
|
|
-
|
Holding gains
(losses) on inventories valued at replacement cost have been included in
the “Holding gains on inventories”
account.
|
|
-
|
Income (Loss)
on long-term investments in which control, joint control or significant
influence is held, has been calculated on the basis of the income (loss)
of those companies and was included in the “Income on long-term
investments” account.
|
3.
|
ANALYSIS OF THE MAIN ACCOUNTS
OF THE FINANCIAL STATEMENTS
|
a)
Investments:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Short-term
investments and government securities
|
59 | (1)(2) |
-
|
552 | (1) |
-
|
||||||||||
Long-term
investments (Exhibit C)
|
-
|
2,638
|
-
|
2,659
|
||||||||||||
Allowance for
reduction in value of holdings in long-term
investments
(Exhibit E)
|
-
|
(25 | ) |
-
|
(25 | ) | ||||||||||
59
|
2,613
|
552
|
2,634
|
(1)
|
Includes 54
and 550 as of September 30, 2007 and December 31, 2006, respectively, with
an original maturity of less than three
months.
|
(2)
|
Accrues
interest at annual fixed rates between 2.73 % and 5.34
%.
|
b) Trade
receivables:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Accounts
receivable
|
2,610
|
36
|
2,061
|
44
|
||||||||||||
Related
parties (Note 7)
|
591
|
-
|
496
|
-
|
||||||||||||
3,201 | (1) |
36
|
2,557
|
44
|
||||||||||||
Allowance for
doubtful trade receivables (Exhibit E)
|
(463 | ) |
-
|
(419 | ) |
-
|
||||||||||
2,738
|
36
|
2,138
|
44
|
(1)
|
Includes 306
in litigation, 12 of less than three months past due, 187 in excess of
three months past due, 2,671 due within three months and 25 due after
three months.
|
c) Other
receivables:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Deferred
income tax (Note 3.k)
|
-
|
483
|
-
|
500
|
||||||||||||
Tax credits
and export rebates
|
759
|
15
|
588
|
16
|
||||||||||||
Trade
|
96
|
-
|
70
|
-
|
||||||||||||
Prepaid
expenses
|
129
|
56
|
76
|
64
|
||||||||||||
Concessions
charges
|
17
|
77
|
17
|
88
|
||||||||||||
Related
parties (Note 7)
|
3,224 | (3) |
-
|
4,199
|
-
|
|||||||||||
Loans to
clients
|
11
|
91
|
12
|
69
|
||||||||||||
Advances to
suppliers
|
98
|
-
|
62
|
-
|
||||||||||||
From joint
ventures and other agreements
|
90
|
-
|
46
|
-
|
||||||||||||
Miscellaneous
|
411
|
97
|
162
|
140
|
||||||||||||
4,835 | (1) | 819 | (2) |
5,232
|
877
|
|||||||||||
Allowance for
other doubtful accounts (Exhibit E)
|
(109 | ) |
-
|
(116 | ) |
-
|
||||||||||
Allowance for
valuation of other receivables to their
estimated
realizable value (Exhibit E)
|
-
|
(50 | ) |
-
|
(51 | ) | ||||||||||
4,726
|
769
|
5,116
|
826
|
(1)
|
Includes 60 of
less than three months past due, 189 in excess of three months past due
and 4,586 due as follows: 3,905 from one to three months, 495 from three
to six months, 45 from six to nine months and 141 from nine to twelve
months.
|
(2)
|
Includes 720
due from one to two years, 4 due from two to three years and 95 due after
three years.
|
(3)
|
Includes 1,232
with Repsol International Finance B.V. that accrues variable interest at
LIBOR plus 0.2%, 1,107 with Repsol YPF Brasil S.A., which accrues variable
interest at LIBOR plus 1.5% and 854 with YPF Holdings Inc. that accrues
variable interest at LIBOR plus
0.4%.
|
d)
Inventories:
|
2007
|
2006
|
||||||
Refined
products
|
1,466
|
946
|
||||||
Crude oil and
natural gas
|
611
|
430
|
||||||
Products in
process
|
33
|
47
|
||||||
Raw materials
and packaging materials
|
162
|
99
|
||||||
2,272
|
1,522
|
e) Fixed
assets:
|
2007
|
2006
|
||||||
Net book value
of fixed assets (Exhibit A)
|
22,657
|
20,942
|
||||||
Allowance for
unproductive exploratory drilling (Exhibit E)
|
(3 | ) | (3 | ) | ||||
Allowance for
obsolescence of materials and equipment (Exhibit E)
|
(46 | ) | (46 | ) | ||||
22,608
|
20,893
|
f)
Accounts payable:
|
2007
|
2006
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Trade
|
2,590
|
16
|
2,425
|
17
|
||||||||||||
Hydrocarbon
wells abandonment obligations
|
-
|
2,595
|
233 | (3) |
2,198
|
|||||||||||
Related
parties (Note 7)
|
275
|
-
|
247
|
-
|
||||||||||||
Investment in
controlled company – YPF Holdings Inc.
|
844
|
-
|
705
|
-
|
||||||||||||
From joint
ventures and other agreements
|
331
|
-
|
256
|
-
|
||||||||||||
Environmental
liabilities (Note 9.b)
|
93
|
164
|
93
|
164
|
||||||||||||
Miscellaneous
|
3
|
54
|
9
|
46
|
||||||||||||
4,136 | (1) | 2,829 | (2) |
3,968
|
2,425
|
(1)
|
Includes 4,071
due within three months, 19 due from three to six months and 46 due after
six months.
|
(2)
|
Includes 681
due from one to two years and 2,148 due after two
years.
|
(3)
|
Corresponds to
the hydrocarbon wells abandonment obligations associated with other
current assets (Note 2.d).
|
g) Loans:
|
2007
|
2006
|
||||||||||||||||||||||
Interest
Rates(1)
|
Principal
Maturity
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
Negotiable
Obligations(2)
|
9.13–10.00%
|
2009 -
2028
|
11
|
523
|
559
|
509
|
||||||||||||||||||
Other bank
loans and other creditors
|
1.25–6.00%
|
2007 -
2008
|
344
|
-
|
254
|
1
|
||||||||||||||||||
355
|
523
|
813
|
510
|
(1)
|
Annual fixed
interest rates as of September 30,
2007.
|
(2)
|
Disclosed net
of 500 and 873, corresponding to YPF outstanding negotiable obligations
repurchased through open market transactions as of September 30, 2007 and
December 31, 2006, respectively.
|
From
1
to 3
months
|
From
3
to 6
months
|
From
6
to 9
months
|
Total
|
|||||
Current
loans
|
162
|
138
|
55
|
355
|
From
1
to 2
years
|
Over
5
years
|
Total
|
|||
Noncurrent
loans
|
318
|
205
|
523
|
M.T.N.
Program
|
Issuance
|
Fixed
Interest
Rates
|
Principal
Maturity
|
Book
Value
|
|||||||||||||||||||||||
(in
millions)
|
2007
|
2006
|
|||||||||||||||||||||||||
Year
|
Principal
Value
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||||||||||||||||
US$1,000
|
1997
|
US$
300
|
-
|
-
|
-
|
-
|
546
|
-
|
|||||||||||||||||||
US$1,000
|
1998
|
US$
100
|
10.00%
|
2028
|
8
|
205
|
3
|
199
|
|||||||||||||||||||
US$1,000
|
1999
|
US$
225
|
9.13%
|
2009
|
3
|
318
|
10
|
310
|
|||||||||||||||||||
11
|
523
|
559
|
509
|
h) Net
advances from crude oil purchasers:
|
2007
|
2006
|
||||||||||
Current
|
Current
|
Noncurrent
|
||||||||||
Advances from
crude oil purchasers
|
322
|
412
|
152
|
|||||||||
Derivative
instrument - Crude oil price swap
|
(290 | ) | (316 | ) | (145 | ) | ||||||
32
|
96
|
7
|
Income
(Expense)
|
||||||||
i) Net
sales:
|
2007
|
2006
|
||||||
Sales
|
20,291
|
18,596
|
||||||
Turnover
tax
|
(373 | ) | (323 | ) | ||||
Hydrocarbon
export withholdings
|
(470 | ) | (503 | ) | ||||
19,448
|
17,770
|
j)
Other (expense) income, net:
|
||||||||
Reserve for
pending lawsuits and other claims
|
(140 | ) | (39 | ) | ||||
Miscellaneous
|
64
|
82
|
||||||
|
(76 | ) |
43
|
|||||
k)
Income tax:
|
||||||||
Current income
tax
|
(1,613 | ) | (2,054 | ) | ||||
Deferred
income tax
|
(17 | ) |
23
|
|||||
(1,630 | ) | (2,031 | ) |
2007
|
2006
|
|||||||
Net income
before income tax
|
4,610
|
5,766
|
||||||
Statutory tax
rate
|
35 | % | 35 | % | ||||
Statutory tax
rate applied to net income before income tax
|
(1,614 | ) | (2,018 | ) | ||||
Effect of the
restatement into constant Argentine pesos
|
(200 | ) | (260 | ) | ||||
Income on
long-term investments
|
96
|
107
|
||||||
Tax free
income – Law No. 19,640 (Tierra del Fuego)
|
64
|
42
|
||||||
Non-taxable
foreign source income
|
33
|
24
|
||||||
Miscellaneous
|
(9 | ) |
74
|
|||||
(1,630 | ) | (2,031 | ) |
2007
|
2006
|
|||||||
Deferred tax
assets
|
||||||||
Non deductible
allowances and reserves
|
741
|
707
|
||||||
Tax return
credit
|
42
|
42
|
||||||
Miscellaneous
|
8
|
5
|
||||||
Total deferred
tax assets
|
791
|
754
|
||||||
Deferred tax
liabilities
|
||||||||
Fixed
assets
|
(294 | ) | (238 | ) | ||||
Miscellaneous
|
(14 | ) | (16 | ) | ||||
Total deferred
tax liabilities
|
(308 | ) | (254 | ) | ||||
Net deferred
tax asset
|
483
|
500
|
2007
|
2008 -
2009
|
2010
Thereafter
|
Total
|
||||
Deferred
income tax
|
85
|
476
|
842
|
1,403
|
4.
|
CAPITAL
STOCK
|
5.
|
RESTRICTED ASSETS AND
GUARANTEES GIVEN
|
6.
|
PARTICIPATION IN JOINT VENTURES
AND OTHER AGREEMENTS
|
Name and
Location
|
Ownership
Interest
|
Operator
|
Activity
|
|||
Acambuco
Salta
|
22.50%
|
Pan American
Energy LLC
|
Exploration
and production
|
|||
Aguada
Pichana
Neuquén
|
27.27%
|
Total Austral
S.A.
|
Exploration
and production
|
|||
Aguaragüe
Salta
|
30.00%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
Bandurria
Neuquén
|
27.27%
|
YPF
S.A.
|
Exploration
|
|||
CAM-2/A
SUR
Tierra del
Fuego
|
50.00%
|
Sipetrol
S.A.
|
Exploration
and production
|
|||
CAM-3
National Continental
Shelf
|
50.00%
|
Sipetrol
S.A.
|
Exploration
|
|||
Campamento
Central / Cañadón Perdido
Chubut
|
50.00%
|
YPF
S.A.
|
Exploration
and production
|
|||
CCA-1 GAN
GAN
Chubut
|
50.00%
|
Wintershall
Energía S.A.
|
Exploration
|
|||
CGSJ -
V/A
Chubut
|
50.00%
|
Wintershall
Energía S.A.
|
Exploration
|
|||
El
Tordillo
Chubut
|
12.20%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
La Tapera y
Puesto Quiroga
Chubut
|
12.20%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
Llancanelo
Mendoza
|
51.00%
|
YPF
S.A.
|
Exploration
and production
|
|||
Magallanes
Santa Cruz,
Tierra del Fuego and National Continental
Shelf
|
50.00%
|
Sipetrol
S.A.
|
Exploration
and production
|
|||
Palmar
Largo
Formosa
|
30.00%
|
Pluspetrol
S.A.
|
Exploration
and production
|
|||
Puesto
Hernández
Neuquén and
Mendoza
|
61.55%
|
Petrobras
Energía S.A.
|
Exploration
and production
|
|||
Ramos
Salta
|
15.00%(1)
|
Pluspetrol
Energy S.A.
|
Production
|
|||
San
Roque
Neuquén
|
34.11%
|
Total Austral
S.A.
|
Exploration
and production
|
|||
Tierra del
Fuego
Tierra del
Fuego
|
30.00%
|
Petrolera L.F.
Company S.R.L.
|
Production
|
|||
Yacimiento La
Ventana – Río Tunuyán
Mendoza
|
60.00%
|
YPF
S.A.
|
Exploration
and production
|
|||
Zampal
Oeste
Mendoza
|
70.00%
|
YPF
S.A.
|
Exploration
and production
|
(1)
|
Additionally,
YPF has a 27% indirect ownership interest through Pluspetrol Energy
S.A.
|
2007
|
2006
|
|||||||
Current
assets
|
199
|
537
|
||||||
Noncurrent
assets
|
2,917
|
2,199
|
||||||
Total
assets
|
3,116
|
2,736
|
||||||
Current
liabilities
|
416
|
404
|
||||||
Noncurrent
liabilities
|
414
|
343
|
||||||
Total
liabilities
|
830
|
747
|
||||||
Production
costs
|
1,034
|
822
|
7.
|
BALANCES AND TRANSACTIONS WITH
RELATED PARTIES
|
2007
|
2006
|
|||||||||||||||||||||||
Trade
receivables
|
Other
receivables
|
Accounts
payable
|
Trade
receivables
|
Other
receivables
|
Accounts
payable
|
|||||||||||||||||||
Current
|
Current
|
Current
|
Current
|
Current
|
Current
|
|||||||||||||||||||
Controlled
companies:
|
||||||||||||||||||||||||
Operadora de
Estaciones de
Servicios
S.A.
|
22
|
11
|
13
|
18
|
8
|
17
|
||||||||||||||||||
A -
Evangelista S.A.
|
-
|
-
|
72
|
-
|
-
|
42
|
||||||||||||||||||
YPF Holdings
Inc.
|
-
|
854
|
2
|
-
|
577
|
6
|
||||||||||||||||||
Argentina
Private Development
Company
Limited
|
-
|
-
|
-
|
-
|
-
|
44
|
||||||||||||||||||
22
|
865
|
87
|
18
|
585
|
109
|
|||||||||||||||||||
Jointly controlled
companies:
|
||||||||||||||||||||||||
Profertil
S.A.
|
11
|
-
|
23
|
10
|
-
|
4
|
||||||||||||||||||
Compañía Mega
S.A. ("Mega")
|
231
|
1
|
-
|
170
|
1
|
-
|
||||||||||||||||||
Refinería del
Norte S.A. (“Refinor”)
|
75
|
-
|
27
|
94
|
18
|
13
|
||||||||||||||||||
317
|
1
|
50
|
274
|
19
|
17
|
|||||||||||||||||||
Companies under
significant
influence:
|
28
|
4
|
30
|
43
|
-
|
33
|
||||||||||||||||||
Parent company and other
related parties under common control:
|
||||||||||||||||||||||||
Repsol
YPF
|
-
|
6
|
27
|
-
|
979
|
22
|
||||||||||||||||||
Repsol YPF
Transporte y Trading S.A.
|
96
|
-
|
47
|
72
|
-
|
34
|
||||||||||||||||||
Repsol YPF Gas
S.A.
|
45
|
2
|
1
|
34
|
5
|
2
|
||||||||||||||||||
Repsol YPF
Brasil S.A.
|
29
|
1,107
|
-
|
12
|
1,305
|
-
|
||||||||||||||||||
Repsol
International Finance B.V.
|
-
|
1,232
|
-
|
-
|
1,302
|
-
|
||||||||||||||||||
Others
|
54
|
7
|
33
|
43
|
4
|
30
|
||||||||||||||||||
224
|
2,354
|
108
|
161
|
3,595
|
88
|
|||||||||||||||||||
591
|
3,224
|
275
|
496
|
4,199
|
247
|
2007
|
2006
|
|||||||||||||||||||||||||||||||
Sales
|
Purchases
and
services
|
Loans
(granted)
collected
|
Interest
gains
(losses)
|
Sales
|
Purchases
and
services
|
Loans
(granted)
collected
|
Interest
gains
(losses)
|
|||||||||||||||||||||||||
Controlled
companies:
|
||||||||||||||||||||||||||||||||
Operadora de
Estaciones de Servicios S.A.
|
18
|
131
|
-
|
-
|
17
|
112
|
-
|
-
|
||||||||||||||||||||||||
A -
Evangelista S.A.
|
4
|
262
|
-
|
-
|
3
|
201
|
-
|
-
|
||||||||||||||||||||||||
YPF Holdings
Inc.
|
-
|
-
|
(244 | ) |
26
|
-
|
-
|
(403 | ) |
14
|
||||||||||||||||||||||
22
|
393
|
(244 | ) |
26
|
20
|
313
|
(403 | ) |
14
|
|||||||||||||||||||||||
Jointly controlled
companies:
|
||||||||||||||||||||||||||||||||
Profertil
S.A.
|
53
|
57
|
-
|
-
|
46
|
71
|
-
|
-
|
||||||||||||||||||||||||
Mega
|
724
|
-
|
-
|
-
|
792
|
1
|
-
|
-
|
||||||||||||||||||||||||
Refinor
|
278
|
97
|
-
|
-
|
289
|
127
|
-
|
-
|
||||||||||||||||||||||||
1,055
|
154
|
-
|
-
|
1,127
|
199
|
-
|
-
|
Companies under
significant
influence:
|
73
|
112
|
-
|
-
|
122
|
158
|
-
|
-
|
||||||||||||||||||||||||
Parent company and other
related parties under common control:
|
||||||||||||||||||||||||||||||||
Repsol
YPF
|
-
|
5
|
926
|
15
|
-
|
5
|
350
|
50
|
||||||||||||||||||||||||
Repsol YPF
Transporte
y Trading
S.A.
|
939
|
631
|
-
|
-
|
713
|
563
|
-
|
-
|
||||||||||||||||||||||||
Repsol YPF
Brasil S.A.
|
93
|
-
|
225
|
69
|
69
|
-
|
(996 | ) |
46
|
|||||||||||||||||||||||
Repsol YPF Gas
S.A.
|
183
|
4
|
-
|
-
|
166
|
3
|
-
|
-
|
||||||||||||||||||||||||
Repsol
International Finance B.V.
|
-
|
-
|
142
|
74
|
-
|
-
|
489
|
33
|
||||||||||||||||||||||||
Repsol YPF
E&P de Bolivia S.A.
|
-
|
-
|
-
|
-
|
-
|
424
|
-
|
-
|
||||||||||||||||||||||||
Others
|
104
|
3
|
-
|
-
|
96
|
6
|
-
|
-
|
||||||||||||||||||||||||
1,319
|
643
|
1,293
|
158
|
1,044
|
1,001
|
(157 | ) |
129
|
||||||||||||||||||||||||
2,469
|
1,302
|
1,049
|
184
|
2,313
|
1,671
|
(560 | ) |
143
|
8.
|
SOCIAL AND OTHER EMPLOYEE
BENEFITS
|
a)
|
Performance Bonus
Programs:
|
b)
|
Retirement
Plan:
|
9.
|
COMMITMENTS AND
CONTINGENCIES
|
a)
|
Pending lawsuits and
contingencies:
|
-
|
Pending lawsuits: In
the normal course of its business, the Company has been demanded in
numerous labor, civil and commercial actions and lawsuits. Management, in
consultation with the external counsels, has reserved an allowance
considering its best estimation, based on the information available as of
the date of the issuance of these financial statements, including counsel
fees and judicial expenses.
|
-
|
Liquefied petroleum gas
market: On March 22, 1999,
YPF was notified of Resolution No. 189/1999 from the former
Department of Industry, Commerce and Mining of Argentina, which imposed a
fine on the Company of 109, stated in Argentine pesos as of that date,
based on the interpretation that YPF had purportly abused of its dominant
position in the bulk liquefied petroleum gas (“LPG”) market due to the
existence of different prices between the exports of LPG and the sales to
the domestic market from 1993 through 1997. In July 2002, the Argentine
Supreme Court confirmed the fine and YPF carried out the claimed
payment.
|
-
|
Tax claims: On January
31, 2003, the Company received a claim from the Federal Administration of
Public Revenue (“AFIP”), stating that the sales corresponding to forward
oil sale agreements entered into by the Company, should have been subject
to an income tax withholding. On March 8, 2004, the AFIP formally
communicated to YPF the claim for approximately 45 plus interests and
fines. Additionally, on June 24, 2004, YPF received a new formal claim
from the AFIP, considering that the services related to these contracts
should have been taxed with the value added tax. Consequently, during
2004, YPF presented its defense to the AFIP rejecting the claims and
arguing its position. However, on December 28, 2004, the Company was
formally communicated of a resolution from the AFIP confirming its
original position in both claims for the period 1997 to 2001. The Company
has appealed such resolution in the National Fiscal Court. YPF
conditionally paid the amounts corresponding to periods that followed
those included in the claim by the AFIP (2002 and subsequent periods) and
filed reimbursement summary proceedings so as to avoid facing interest
payment or a fine.
|
-
|
Liabilities and contingencies
assumed by the Argentine Government: YPF Privatization Law provided
for the assumption by the Argentine Government of certain liabilities of
the predecessor as of December 31, 1990. In certain lawsuits related to
events or acts that took place before December 31, 1990, YPF has been
required to advance the payment established in certain judicial decisions.
YPF has the right to be reimbursed for these payments by the Argentine
Government pursuant to the above-mentioned
indemnity.
|
-
|
Natural gas
market:
|
-
|
La Plata environmental
claims: There are certain claims that require a compensation for
individual damages purportedly caused by the operation of the La Plata
Refinery and the environmental remediation of the channels adjacent to the
mentioned refinery. During 2006, the Company submitted a presentation
before the Environmental Ministry of the Province of Buenos Aires which
put forward for consideration the performance of a study for the
characterization of environmental associated risks. As mentioned
previously, YPF has the right of indemnity for events and claims previous
to January 1, 1991, according to Law No. 22,145 and Decree
No. 546/1993. Besides, there associated risks. As mentioned
previously, YPF has the right of indemnity for events and claims previous
to January 1, 1991, according to Law No. 22,145 and Decree
No. 546/1993. Besides, there are certain claims that could result in
the requirement to make additional investments connected with the
operations of La Plata Refinery and claims for the compensation to the
neighbours of La Plata Refinery.
|
-
|
EDF International S.A.
(“EDF”): EDF has initiated an international arbitration proceeding
under the Arbitration Regulations of the International Chamber of Commerce
against Endesa Internacional S.A. and YPF. EDF claimed from YPF the
payment of US$ 69 million, which were subsequently increased to US$ 103
million plus interests without existing real arguments, in connection with
the sale of Electricidad Argentina S.A., parent company of Edenor S.A. EDF
claims an adjustment in the purchase price it paid arguing that under the
stock purchase agreement, the price it paid would be reviewed if changes
in the exchange rate of Argentine peso occurred prior to December 31,
2001. EDF considers that this had happened. On October 22, 2007, the
Arbitral Court issued an arbitral final award in which EDF’s claim and the
defendants’ counterclaim are partially accepted. Consequently, the
arbitral final award imposed on YPF the payment of US$ 28.9 million plus
interests. The Company and EDF are both currently challenging the arbitral
decision.
|
-
|
Availability of foreign
currency deriving from exports: Decree Nº 1,589/1989 of the
Federal Executive provides that, producers enjoying free availability of
crude oil, natural gas and/or liquefied gas under Law No. 17,319 and its
supplemented Decrees and producers that may agree so in the future will
have free availability of the percentage of foreign currency coming from
the exports of crude oil, petroleum derivatives, natural gas and/or
liquefied gas of free availability established in biddings and/or
renegotiations, or agreed-upon in the respective contracts. In no cases
will the maximum freely available percentage be allowed to exceed 70% of
each transaction.
|
-
|
Asociación Superficiarios de
la Patagonia (“ASSUPA”): In August 2003, ASSUPA sued 18 companies
operating exploitation concessions and exploration permits in the Neuquina
Basin, YPF being one of them, claiming the remediation of the general
environmental damage purportedly caused in the execution of such
activities, and subsidiary constitution of an environmental restoration
fund and the implementation of measures to prevent environmental damages
in the future. The plaintiff requested that the National Government, the
Federal Environmental Council (“Consejo Federal de Medio Ambiente”), the
provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and
the Ombudsman of the Nation be summoned. It requested, as a preliminary
injunction, that the defendants refrain from carrying out activities
affecting the environment. Both the Ombudsman’s summon as well as the
requested preliminary injunction were rejected by the Supreme Court of
Justice of Argentina. YPF has answered the demand and has required the
summon of the National Government, due to it’s obligation to indemnify YPF
for events and claims previous to January 1, 1991, according to Law No.
22,145 and Decree No. 546/1993.
|
-
|
Dock Sud environmental claims:
A group of neighbours of Dock Sud, Province of Buenos Aires, have
sued 44 companies, among which YPF is included, the National Government,
the Province of Buenos Aires, the City of Buenos Aires and 14
municipalities, before the Supreme Court of Justice of Argentina, seeking
the remediation and the indemnification of the environmental collective
damage produced in the basin of the Matanza and Riachuelo rivers.
Additionally, another group of neighbours of the Dock Sud area, have filed
two other environmental lawsuits, one of them has not been notified to
YPF, claiming several companies located in that area, among which YPF is
included, the Province of Buenos Aires and several municipalities, for the
remediation and the indemnification of the environmental collective damage
of the Dock Sud area and for the individual damage they claim to have
suffered. YPF has the right of indemnity by the Argentine Government for
events and claims previous to January 1, 1991, according to Law No. 22,145
and Decree No. 546/1993.
|
-
|
Quilmes environmental claims: Citizens which allege that are residents living
near Quilmes, province of Buenos Aires, have filed a lawsuit in which they
have requested remediation of environmental damages and also the payment
of US$ 14.5 million as a compensation for supposedly personal damages.
They base their claim mainly on a fuel leak in an own
operated poliduct running from La Plata to Dock Sud, currently
operated by YPF, which occurred in 1988 as a result of an illicit detected
by then, being YPF at that moment a state-owned company. Fuel would have
emerged and became perceptible on November 2002, which resulted in
remediations which are being performed by us in the affected area,
supervised by the environmental authority of the province of Buenos Aires.
YPF has requested suspension of the term to answer the lawsuit, until we
obtain the document filed by the plaintiffs. We have also notified the
Argentine government that it will receive a citation, due to its
obligation to indemnify us against any liability and hold us harmless
according to Law No. 24,145, prior to asking this citation before the
court, when we file the answer to the complaint. In this case, we believe
that the Argentine government will contest this citation by sustaining
that the problem was not caused by the 1988
leakage.
|
-
|
National Antitrust Protection
Board: On November
17, 2003, Antitrust Board requested explanations, within the framework of
an official investigation pursuant to Art. 29 of the Antitrust Act, from a
group of almost thirty natural gas production companies, among them YPF,
with respect to the following items: (i) the inclusion of clauses
purportedly restraining trade in natural gas purchase/sale contracts and
(ii) gas imports from Bolivia, in particular (a) old expired contracts
signed by YPF, when it was state-owned, and YPFB (the Bolivian state-owned
oil company), under which YPF allegedly sold Bolivian gas in Argentina at
prices below the purchase price; and (b) the unsuccessful attempts in 2001
by Duke and Distribuidora de Gas del Centro to import gas into Argentina
from Bolivia. On January 12, 2004, YPF submitted explanations in
accordance with Art. 29 of the Antitrust Act, contending that no antitrust
violations had been committed and that there had been no price
discrimination between natural gas sales in the Argentine market and the
export market. On January 20, 2006, YPF received a notification of
resolution dated December 2, 2005, whereby the Antitrust Board (i)
rejected the “non bis in idem” petition filed by YPF, on the grounds that
ENARGAS was not
|
-
|
Other environmental claims in
La Plata: On June 6, 2007, YPF was served with a new complaint in
which 9 residents of the vicinity of Refinería La Plata request i) the
cease of contamination and other harms they claim are attributable to the
refinery; ii) the clean-up of the adjacent channels, Río Santiago and Río
de la Plata (soil, water and acquiferous) or, if clean-up is impossible,
indemnification for environmental and personal damages. The plaintiff has
quantified damages as 51, or an amount to be determined from evidence
produced during the proceeding. YPF believes that most damages that are
alleged by the plaintiff, might be attributable to events that occurred
prior to YPF's privatization and would therefore be covered to that extent
by the indemnity granted by the Argentine Government in accordance with
the Privatization Law of YPF. Notwithstanding the foresaid, the
possibility of YPF being asked to afford these liabilities is not
discarded, in which case the Argentine State must be asked to reimburse
the remediation expenses for liabilities existing prior to January 1,
1991. In addition, the claim partially overlaps with the request made by a
group of neighbours of the La Plata Refinery on June 29, 1999, mentioned
in ”La Plata environmental claims”. Accordingly, YPF considers that the
cases should be partially consolidated to the extent that the claims
overlap. Regarding claims not consolidated, for the time being information
and documents in order to answer the claim are being collected, and it is
not possible to reasonably estimate the outcome, as long as, if
applicable, estimate the corresponding legal fees and expenses that might
result. The contamination that may exist could derive from countless
sources, including from disposal of waste over many years by other
industrial facilities and ships.
|
-
|
Other claims into natural gas
market: Compañía Mega has claimed YPF for cutbacks in natural gas
supply pursuant to their respective sales contract. YPF affirmed that the
deliveries of natural gas to Mega were affected by the interference of the
Government. Besides, YPF wouldn’t have any responsibility based on the
events of force majeure, fortuitous case and frustration of the
contractual purpose. Despite the Company has material arguments of
defense, taking into account the characteristics of the claims, they have
been considered as possible
contingences.
|
-
|
Additionally,
the Company has received labor, civil and commercial claims and several
claims from the AFIP and from provincial and municipal fiscal authorities,
which have not been reserved since Management, based on the evidence
available to date and upon the opinion of its external counsels, has
considered them to be possible
contingencies.
|
b)
|
Environmental
liabilities:
|
c)
|
Other
matters:
|
-
|
Regulatory
requirements: YPF is subject to certain regulations requiring the
domestic hydrocarbon market demand supply. On October 11, 2006,
Secretariat of Domestic Commerce issued Resolution No. 25/2006 which
requires refiners and/or wholesale and/or retail sellers to meet domestic
market diesel demand. The resolution requires, at least, to supply volumes
equivalent to those of previous year corresponding month, plus the
positive correlation between the rise in diesel demand and the rise of the
Gross Domestic Product, accrued from the reference month. The mentioned
commercialization should be performed with no distortion nor damage to the
diesel market normal operation.
|
-
|
Operating leases: As of
September 30, 2007, the main lease contracts correspond to the rental of
oil and gas production equipment, ships, natural gas compression equipment
and real estate for service stations. Charges recognized under these
contracts for the nine-month periods ended September 30, 2007 and 2006,
amounted to 266 and 210,
respectively.
|
Within
1
year
|
From 1 to
2
years
|
From 2 to
3
years
|
From 3 to
4
years
|
From 4 to
5
years
|
More than
5
years
|
||||||
Estimated
future payments
|
253
|
195
|
174
|
153
|
111
|
171
|
-
|
Agreement with the Federal
Government and the Province of Neuquén: On December 28, 2000,
through Decree No. 1,252/2000, the Argentine Federal Executive Branch (the
“Federal Executive”) extended for an additional term of 10 years, until
November 2027, the concession for the exploitation of Loma La Lata -
Sierra Barrosa area granted to YPF. The extension was granted under the
terms and conditions of the Extension Agreement executed between the
Federal Government, the Province of Neuquén and YPF on December 5, 2000.
Under this agreement, YPF paid US$ 300 million to the Federal
Government for the extension of the concession mentioned above, which were
recorded in “Fixed Assets” on the balance sheet and committed among other
things to define an investment program of US$ 8,000 million in the
Province of Neuquén from 2000 to 2017 and to pay to the Province of
Neuquén 5% of the net cash flows arising out of the concession during each
year of the extension term. The previously mentioned commitments have been
affected by the changes in economic rules established by Public Emergency
and Exchange System Reform Law
No. 25,561.
|
d)
|
Changes in Argentine economic
rules:
|
10.
|
MAIN CHANGES IN COMPANIES
COMPRISING THE YPF GROUP
|
11.
|
RESTRICTIONS ON UNAPPROPRIATED
RETAINED EARNINGS
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
||||||||||||||||
Cost
|
||||||||||||||||
Main
account
|
Amounts at
beginning
of
year
|
Increases
|
Net
decreases,
transfers
and
reclassifications
|
Amounts at
end
of
period
|
||||||||||||
Land and
buildings
|
1,977
|
-
|
53
|
2,030
|
||||||||||||
Mineral
property, wells and related equipment
|
42,156
|
-
|
7,581
|
49,737
|
||||||||||||
Refinery
equipment and petrochemical plants
|
7,325
|
-
|
316
|
7,641
|
||||||||||||
Transportation
equipment
|
1,766
|
-
|
13
|
1,779
|
||||||||||||
Materials and
equipment in warehouse
|
609
|
776
|
(639 | ) |
746
|
|||||||||||
Drilling and
work in progress
|
3,517
|
2,920
|
(2,323 | ) |
4,114
|
|||||||||||
Exploratory
drilling in progress(5)
|
108
|
88
|
(91 | ) |
105
|
|||||||||||
Furniture,
fixtures and installations
|
473
|
2
|
59
|
534
|
||||||||||||
Selling
equipment
|
1,341
|
-
|
66
|
1,407
|
||||||||||||
Other
property
|
295
|
1
|
9
|
305
|
||||||||||||
Total
2007
|
59,567
|
3,787
|
5,044 | (1)(6) |
68,398
|
|||||||||||
Total
2006
|
59,695
|
3,288 | (3) | (380 | )(1) |
62,603
|
2007
|
2006
|
|||||||||||||||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||||||||||
Main
account
|
Accumulated
at
beginning of
year
|
Net
decreases,
transfers
and
reclassifications
|
Depreciation
rate
|
Increases
|
Accumulated
at
end of
period
|
Net book
value as of
09-30-07
|
Net book
value as of
09-30-06
|
Net book
value as of
12-31-06
|
||||||||||||||||||||||||
Land and
buildings
|
876
|
(1 | ) | 2 | % |
34
|
909
|
1,121
|
1,090
|
1,101
|
||||||||||||||||||||||
Mineral
property, wells and related equipment
|
29,455
|
4,088
|
(2) |
2,665
|
36,208
|
13,529 | (4) | 12,480 | (4) | 12,701 | (4) | |||||||||||||||||||||
Refinery
equipment and petrochemical plants
|
5,408
|
-
|
4-5 | % |
207
|
5,615
|
2,026
|
1,883
|
1,917
|
|||||||||||||||||||||||
Transportation
equipment
|
1,235
|
(1 | ) | 4-5 | % |
36
|
1,270
|
509
|
519
|
531
|
||||||||||||||||||||||
Materials and
equipment in warehouse
|
-
|
-
|
-
|
-
|
-
|
746
|
550
|
609
|
||||||||||||||||||||||||
Drilling and
work in progress
|
-
|
-
|
-
|
-
|
-
|
4,114
|
3,848
|
3,517
|
||||||||||||||||||||||||
Exploratory
drilling in progress(5)
|
-
|
-
|
-
|
-
|
-
|
105
|
128
|
108
|
||||||||||||||||||||||||
Furniture,
fixtures and installations
|
400
|
1
|
10 | % |
31
|
432
|
102
|
79
|
73
|
|||||||||||||||||||||||
Selling
equipment
|
1,002
|
-
|
10 | % |
43
|
1,045
|
362
|
322
|
339
|
|||||||||||||||||||||||
Other
property
|
249
|
5
|
10 | % |
8
|
262
|
43
|
45
|
46
|
|||||||||||||||||||||||
Total
2007
|
38,625
|
4,092 | (6) |
3,024
|
45,741
|
22,657
|
||||||||||||||||||||||||||
Total
2006
|
39,149
|
(40 | )(1) |
2,550
|
41,659
|
20,944
|
20,942
|
(1)
|
Includes 99
and 128 of net book value charged to fixed assets allowances for the
nine-month periods ended September 30, 2007 and 2006,
respectively.
|
(2)
|
Depreciation
has been calculated according to the unit of production method (Note
2.f).
|
(3)
|
Includes 7
corresponding to the costs of hydrocarbon wells abandonment obligations
for the nine-month periods ended September 30,
2006.
|
(4)
|
Includes 847,
1,043 and 961 of mineral property as of September 30, 2007 and 2006 and
December 31, 2006, respectively.
|
(5)
|
At the end of
the nine-month period ended September 30, 2007, there are 11 exploratory
wells in progress. During that period 20 wells were drilled, 19 wells were
charged to exploratory expenses and 1 well was transferred to proved
properties which are included in the account mineral property, wells and
related equipment.
|
(6)
|
Includes 5,291
of acquisition cost and 4,094 of accumulated depreciation corresponding to
oil and gas exploration and producing areas, which were disposed by sale
as of December 31, 2006 (Note 2.d).
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||||||||||||||||||||||
Information of the
Issuer
|
||||||||||||||||||||||||||||
Description of the
Securities
|
Last Financial Statements
Issued
|
|||||||||||||||||||||||||||
Name and
Issuer
|
Class
|
Face
Value
|
Amount
|
Book
Value
|
Cost (2)
|
Main
Business
|
Registered
Address
|
Date
|
Capital
Stock
|
Income
(Loss)
|
Equity
|
Holding
in Capital
Stock
|
Book
Value
|
|||||||||||||||
Controlled
companies:
|
||||||||||||||||||||||||||||
YPF
International S.A.
|
Common
|
Bs.
|
100
|
147,693
|
395
|
1,392
|
Investment
|
Av. José
Estenssoro 100, Santa Cruz de la Sierra, República de
Bolivia
|
09/30/07
|
6
|
16
|
395
|
99.99%
|
369
|
||||||||||||||
YPF Holdings
Inc.
|
Common
|
US$
|
0.01
|
100
|
|
-
|
(7)
|
466
|
Investment and
finance
|
717 North
Harwood Street, Dallas, Texas, U.S.A.
|
12/31/06
|
1,659
|
(258)
|
|
(752)
|
100.00%
|
-
|
(7)
|
||||||||||
Operadora de
Estaciones de Servicios S.A.
|
Common
|
$
|
1
|
243,700,940
|
296
|
185
|
Commercial
management of YPF's gas stations
|
Av. Roque
Sáenz Peña 777, Buenos Aires, Argentina
|
09/30/07
|
244
|
47
|
296
|
99.99%
|
287
|
||||||||||||||
A-Evangelista
S.A.
|
Common
|
$
|
1
|
8,683,498
|
90
|
31
|
Engineering
and construction services
|
Av. Roque
Sáenz Peña 777, P. 7º, Buenos Aires, Argentina
|
09/30/07
|
9
|
2
|
90
|
99.91%
|
88
|
||||||||||||||
Argentina
Private Development Company Limited (liquidated)
|
-
|
-
|
-
|
-
|
-
|
-
|
Investment and
finance
|
P.O. Box 1109,
Gran Caimán, British West Indies
|
-
|
-
|
-
|
-
|
-
|
44
|
||||||||||||||
781
|
2,074
|
788
|
||||||||||||||||||||||||||
Jointly controlled
companies:
|
||||||||||||||||||||||||||||
Compañía Mega
S.A.(6)
|
Common
|
$
|
1
|
77,292,000
|
466
|
-
|
Separation,
fractionation and transportation of natural gas liquids
|
San Martín
344, P. 10º, Buenos Aires, Argentina
|
06/30/07
|
203
|
299
|
1,075
|
38.00%
|
530
|
||||||||||||||
Profertil
S.A.
|
Common
|
$
|
1
|
391,291,320
|
506
|
-
|
Production and
marketing of fertilizers
|
Alicia Moreau
de Justo 740, P. 3°, Buenos Aires, Argentina
|
06/30/07
|
783
|
124
|
1,012
|
50.00%
|
473
|
||||||||||||||
Refinería del
Norte S.A.
|
Common
|
$
|
1
|
45,803,655
|
240
|
-
|
Refining
|
Maipú 1, P.
2º, Buenos Aires, Argentina
|
03/31/07
|
92
|
23
|
437
|
50.00%
|
213
|
||||||||||||||
1,212
|
-
|
1,216
|
||||||||||||||||||||||||||
Companies under significant
influence:
|
||||||||||||||||||||||||||||
Oleoductos del
Valle S.A.
|
Common
|
$
|
10
|
4,072,749
|
97
|
(1)
|
-
|
Oil
transportation by pipeline
|
Florida 1, P.
10°, Buenos Aires, Argentina
|
06/30/07
|
110
|
5
|
308
|
37.00%
|
101
|
(1)
|
||||||||||||
Terminales
Marítimas Patagónicas S.A.
|
Common
|
$
|
10
|
476,034
|
42
|
-
|
Oil storage
and shipment
|
Av. Leandro N.
Alem 1180, P.11°, Buenos Aires, Argentina
|
06/30/07
|
14
|
9
|
127
|
33.15%
|
44
|
||||||||||||||
Oiltanking
Ebytem S.A.
|
Common
|
$
|
10
|
351,167
|
44
|
(3)
|
3
|
Hydrocarbon
transportation and storage
|
Terminal
Marítima Puerto Rosales – Provincia de Buenos Aires,
Argentina
|
06/30/07
|
12
|
7
|
92
|
30.00%
|
43
|
(3)
|
||||||||||||
Gasoducto del
Pacífico (Argentina) S.A.
|
Preferred
|
$
|
1
|
737,361
|
18
|
1
|
Gas
transportation by pipeline
|
Av. Leandro N.
Alem 928, P. 7º, Buenos Aires, Argentina
|
06/30/07
|
156
|
19
|
179
|
10.00%
|
19
|
||||||||||||||
Central Dock
Sud S.A.
|
Common
|
$
|
0.01
|
3,719,290,957
|
11
|
(3)
|
46
|
Electric power
generation and bulk marketing
|
Reconquista
360, P. 6°, Buenos Aires, Argentina
|
06/30/07
|
468
|
(8)
|
226
|
9.98%
|
(5)
|
11
|
(3)
|
|||||||||||
Inversora Dock
Sud S.A.
|
Common
|
$
|
1
|
103,497,738
|
127
|
(3)
|
193
|
Investment and
finance
|
Reconquista
360, P. 6°, Buenos Aires, Argentina
|
06/30/07
|
241
|
(13)
|
209
|
42.86%
|
129
|
(3)
|
||||||||||||
Pluspetrol
Energy S.A.
|
Common
|
$
|
1
|
30,006,540
|
279
|
71
|
Exploration
and exploitation of hydrocarbons and electric power generation, production
and marketing
|
Lima 339,
Buenos Aires, Argentina
|
06/30/07
|
67
|
37
|
618
|
45.00%
|
281
|
||||||||||||||
Oleoducto
Trasandino (Argentina) S.A.
|
Preferred
|
$
|
1
|
8,099,280
|
14
|
-
|
Oil
transportation by pipeline
|
Esmeralda 255,
P. 5°, Buenos Aires, Argentina
|
06/30/07
|
45
|
-
|
76
|
18.00%
|
14
|
||||||||||||||
Other
companies:
|
||||||||||||||||||||||||||||
Others (4)
|
-
|
-
|
-
|
-
|
13
|
13
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
13
|
||||||||||||||
645
|
327
|
655
|
||||||||||||||||||||||||||
2,638
|
2,401
|
2,659
|
(1)
|
Holding in
shareholders' equity, net of intercompany
profits.
|
(2)
|
Cost net of
cash dividends and capital distributions from long-term investements
restated in accordance with Note 1.
|
(3)
|
Holding in
shareholders' equity plus adjustments to conform to YPF accounting
methods.
|
(4)
|
Includes YPF
Inversora Energética S.A., A-Evangelista Construções e Serviços Ltda.,
Gasoducto del Pacífico (Cayman) Ltd., A&C Pipeline Holding Company,
Poligás Luján S.A.C.I., Petróleos Transandinos YPF and Mercobank
S.A.
|
(5)
|
Additionally,
the Company has a 29.93% indirect holding in capital stock through
Inversora Dock Sud S.A.
|
(6)
|
As stipulated
by shareholders’ agreement, joint control is held in this company by
shareholders.
|
(7)
|
As of
September 30, 2007 and December 31, 2006, holding in negative
shareholders’ equity is disclosed in “Accounts payable” after adjustments
in shareholders’ equity to conform to YPF to accounting
methods.
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||||||||||||||
Account
|
Amounts at
beginning of
year
|
Increases
|
Decreases
|
Amounts at
end of
period
|
Amounts at
end of
period
|
|||||||||||||||
Deducted from current
assets:
|
||||||||||||||||||||
For doubtful
trade receivables
|
419
|
84
|
40
|
463
|
418
|
|||||||||||||||
For other
doubtful accounts
|
116
|
-
|
7
|
109
|
115
|
|||||||||||||||
535
|
84
|
47
|
572
|
533
|
||||||||||||||||
Deducted from noncurrent
assets:
|
||||||||||||||||||||
For valuation
of other receivables to their
estimated
realizable value
|
51
|
-
|
1
|
50
|
51
|
|||||||||||||||
For reduction
in value of holdings in
long-term
investments
|
25
|
-
|
-
|
25
|
167
|
|||||||||||||||
For
unproductive exploratory drilling
|
3
|
99
|
99
|
3
|
3
|
|||||||||||||||
For
obsolescence of materials and equipment
|
46
|
-
|
-
|
46
|
46
|
|||||||||||||||
125
|
99
|
100
|
124
|
267
|
||||||||||||||||
Total deducted
from assets, 2007
|
660
|
183
|
147
|
696
|
||||||||||||||||
Total deducted
from assets, 2006
|
779
|
234
|
213
|
800
|
||||||||||||||||
Reserves for losses -
current:
|
||||||||||||||||||||
For various
specific contingencies (Note 9.a)
|
206
|
157
|
135
|
228
|
119
|
|||||||||||||||
206
|
157
|
135
|
228
|
119
|
||||||||||||||||
Reserves for losses -
noncurrent:
|
||||||||||||||||||||
For pending
lawsuits and various
|
||||||||||||||||||||
specific
contingencies (Note 9.a)
|
1,226
|
410
|
224
|
1,412
|
1,223
|
|||||||||||||||
1,226
|
410
|
224
|
1,412
|
1,223
|
||||||||||||||||
Total included
in liabilities, 2007
|
1,432
|
567
|
359
|
1,640
|
||||||||||||||||
Total included
in liabilities, 2006
|
930
|
560
|
148
|
1,342
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||
Inventories at
beginning of year
|
1,522
|
1,164
|
||||||
Purchases for
the period
|
4,581
|
2,998
|
||||||
Production
costs (Exhibit H)
|
9,082
|
7,960
|
||||||
Holding gains
on inventories
|
302
|
428
|
||||||
Inventories at
end of period
|
(2,272 | ) | (1,693 | ) | ||||
Cost of
sales
|
13,215
|
10,857
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
Foreign currency and
amount
|
||||||||||||||||||||||
Account
|
2006
|
2007
|
Exchange rate
in
pesos as of
09-30-07
|
Book value
as
of
09-30-07
|
||||||||||||||||||
Current
Assets
|
||||||||||||||||||||||
Investments
|
US$
|
51
|
US$
|
14
|
3.11
|
(1)
|
43
|
|||||||||||||||
Trade
receivables
|
US$
|
535
|
US$
|
370
|
3.11
|
(1)
|
1,151
|
|||||||||||||||
€ |
15
|
€ |
11
|
4.44
|
(1)
|
49
|
||||||||||||||||
Other
receivables
|
US$
|
1,329
|
US$
|
1,302
|
3.11
|
(1)
|
4,050
|
|||||||||||||||
$CH
|
34,743
|
-
|
-
|
-
|
||||||||||||||||||
€ |
5
|
€ |
4
|
4.44
|
(1)
|
16
|
||||||||||||||||
Total current
assets
|
5,309
|
|||||||||||||||||||||
Noncurrent
Assets
|
|
|||||||||||||||||||||
Other
receivables
|
US$
|
6
|
US$
|
6
|
3.11
|
(1)
|
19
|
|||||||||||||||
Total
noncurrent assets
|
19
|
|||||||||||||||||||||
Total
assets
|
5,328
|
|||||||||||||||||||||
Current
Liabilities
|
||||||||||||||||||||||
Accounts
payable
|
US$
|
492
|
US$
|
507
|
3.15
|
(2)
|
1,597
|
|||||||||||||||
€ |
12
|
€ |
17
|
4.49
|
(2)
|
76
|
||||||||||||||||
Loans
|
US$
|
264
|
US$
|
74
|
3.15
|
(2)
|
233
|
|||||||||||||||
Net advances
from crude oil purchasers
|
US$
|
31
|
US$
|
10
|
3.15
|
(2)
|
32
|
|||||||||||||||
Reserves
|
-
|
-
|
US$
|
34
|
3.15
|
(2)
|
107
|
|||||||||||||||
Total current
liabilities
|
2,045
|
|||||||||||||||||||||
Noncurrent
Liabilities
|
||||||||||||||||||||||
Accounts
payable
|
US$
|
728
|
US$
|
834
|
3.15
|
(2)
|
2,627
|
|||||||||||||||
Loans
|
US$
|
166
|
US$
|
166
|
3.15
|
(2)
|
523
|
|||||||||||||||
Net advances
from crude oil purchasers
|
US$
|
2
|
|
-
|
-
|
-
|
||||||||||||||||
Reserves
|
US$
|
194
|
US$
|
242
|
3.15
|
(2)
|
762
|
|||||||||||||||
Total
noncurrent liabilities
|
3,912
|
|||||||||||||||||||||
Total
liabilities
|
5,957
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
2007
|
2006
|
|||||||||||||||||||||||
Production
costs
|
Administrative
expenses
|
Selling
expenses
|
Exploration
expenses
|
Total
|
Total
|
|||||||||||||||||||
Salaries and
social security taxes
|
406
|
115
|
118
|
30
|
669
|
517
|
||||||||||||||||||
Fees and
compensation for services
|
115
|
186 | (1) |
28
|
1
|
330
|
242
|
|||||||||||||||||
Other
personnel expenses
|
150
|
47
|
15
|
10
|
222
|
180
|
||||||||||||||||||
Taxes, charges
and contributions
|
153
|
3
|
198
|
-
|
354
|
294
|
||||||||||||||||||
Royalties and
easements
|
1,465
|
-
|
4
|
5
|
1,474
|
1,607
|
||||||||||||||||||
Insurance
|
68
|
1
|
9
|
-
|
78
|
62
|
||||||||||||||||||
Rental of real
estate and equipment
|
222
|
1
|
42
|
1
|
266
|
210
|
||||||||||||||||||
Survey
expenses
|
-
|
-
|
-
|
136
|
136
|
85
|
||||||||||||||||||
Depreciation
of fixed assets
|
2,921
|
32
|
71
|
-
|
3,024
|
2,550
|
||||||||||||||||||
Industrial
inputs, consumable materials and supplies
|
405
|
5
|
27
|
3
|
440
|
401
|
||||||||||||||||||
Operation
services and other service contracts
|
674
|
5
|
51
|
38
|
768
|
596
|
||||||||||||||||||
Preservation,
repair and maintenance
|
1,081
|
12
|
36
|
1
|
1,130
|
873
|
||||||||||||||||||
Contractual
commitments
|
478
|
-
|
-
|
-
|
478
|
433
|
||||||||||||||||||
Unproductive
exploratory drillings
|
-
|
-
|
-
|
99
|
99
|
126
|
||||||||||||||||||
Transportation,
products and charges
|
574
|
-
|
732
|
-
|
1,306
|
1,098
|
||||||||||||||||||
Allowance for
doubtful trade receivables
|
-
|
-
|
42
|
-
|
42
|
79
|
||||||||||||||||||
Publicity and
advertising expenses
|
-
|
37
|
47
|
-
|
84
|
97
|
||||||||||||||||||
Fuel, gas,
energy and miscellaneous
|
370
|
43
|
38
|
8
|
459
|
484
|
||||||||||||||||||
Total
2007
|
9,082
|
487
|
1,458
|
332
|
11,359
|
|||||||||||||||||||
Total
2006
|
7,960
|
426
|
1,286
|
262
|
9,934
|
ANTONIO GOMIS
SÁEZ
|
|
Director
|
|
(a)
|
The
following documents are filed as part of this Registration
Statement:
|
|
3.1
|
Amended
and Restated Bylaws of the Registrant, together with an English
translation.*
|
|
4.1
|
Form
of Deposit Agreement among the Registrant, The Bank of New York, as
depositary, and the Holders from time to time of American depositary
shares issued thereunder, including the form of American depositary
receipts.
|
|
5.1
|
Opinion
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h),
Argentine legal counsel of the Registrant, as to the validity of the Class
D shares.
|
|
8.1
|
Opinion
of Davis Polk & Wardwell, as to U.S. tax matters (included under
“Material Tax Considerations—United States Federal Income Tax
Considerations” in the Prospectus included as part of this Registration
Statement).
|
|
8.2
|
Opinion
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h), as
to Argentine tax matters (included in Exhibit
5.1).
|
|
11.1
|
Earnings
per share calculation.**
|
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.
|
|
23.2
|
Consent
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h),
Argentine legal counsel of the Registrant (included in Exhibit
5.1).
|
|
23.3
|
Consent
of Davis Polk & Wardwell, U.S. legal counsel of the
Registrant.
|
|
24.1
|
Powers
of Attorney (included on signature page to the Registration Statement or
previously filed).
|
*
|
Included
in Item 2 of the Periodic Report on Form 6-K furnished to the SEC on July
30, 2007 and incorporated by reference in this registration
statement.
|
**
|
Included
in the prospectus filed with this registration statement. See “Selected
Financial and Operating Data.”
|
YPF
S.A.
|
||
By:
|
/s/ Sebastian Eskenazi
|
|
Name:
Sebastian Eskenazi
|
||
Title:
Chief Executive Officer
|
||
By:
|
/s/ Walter Cristian Forwood
|
|
Name:
Walter Cristian Forwood
|
||
Title: Chief Financial Officer (and principal accounting officer) |
Name
|
Title
|
|
*
|
Chairman
and Director
|
|
Antonio
Brufau Niubo
|
||
*
|
Chief
Operating Officer and Director
|
|
Antonio
Gomis Sáez
|
||
*
|
Director
|
|
Carlos
Bruno
|
||
*
|
Director
|
|
Santiago
Carnero
|
||
*
|
Director
|
|
Carlos
de la Vega
|
||
*
|
Director
|
|
Federico
Mañero
|
||
*
|
Director
|
|
Javier
Monzón
|
||
/s/
Walter Cristian Forwood
|
Chief
Financial Officer (and principal accounting officer)
|
|
Walter
Cristian Forwood
|
||
*
|
Authorized
Representative in the United States
|
|
Donald
J. Puglisi
Authorized
Signatory
|
*By:
|
/s/
Walter Cristian Forwood
|
|
Walter
Cristian Forwood
Attorney-in-fact
for the persons indicated
|
Name
|
Title
|
|
/s/
Sebastian Eskenazi
|
Chief
Executive Officer and Director
|
|
Sebastian
Eskenazi
|
||
/s/
Enrique Eskenazi
|
Director
|
|
Enrique
Eskenazi
|
||
/s/
Fernando Ramírez Mazzaredo
|
Director
|
|
Fernando
Ramírez Mazzaredo
|
||
/s/
Luis Suárez de
Lezo
|
Director
|
|
Luis
Suárez
de Lezo
|
||
/s/
Matías Eskenazi Storey
|
Director | |
Matías
Eskenazi Storey
|
||
|
(a)
|
The
following documents are filed as part of this Registration
Statement:
|
|
3.1
|
Amendment
to Bylaws of the Registrant, together with an English
translation.*
|
|
4.1
|
Deposit
Agreement among the Registrant, The Bank of New York, as depositary, and
the Holders from time to time of American depositary shares issued
thereunder, including the form of American depositary
receipts.
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|
5.1
|
Opinion
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h),
Argentine legal counsel of the Registrant, as to the validity of the Class
D shares.
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|
8.1
|
Opinion
of Davis Polk & Wardwell, as to U.S. tax matters (included under
“Material Tax Considerations—United States Federal Income Tax
Considerations” in the Prospectus included as part of this Registration
Statement).
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8.2
|
Opinion
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h), as
to Argentine tax matters (included in Exhibit
5.1).
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|
11.1
|
Earnings
Per Share Calculation.**
|
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.
|
|
23.2
|
Consent
of Pérez Alati, Grondona, Benites, Arntsen & Martínez de Hoz (h),
Argentine legal counsel of the Registrant (included in Exhibit
5.1).
|
|
23.3
|
Consent
of Davis Polk & Wardwell, U.S. legal counsel of the
Registrant.
|
|
24.1
|
Powers
of Attorney (included on signature page to the Registration Statement or
previously filed).
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*
|
Included
in Item 2 of the Periodic Report on Form 6-K furnished to the SEC on July
30, 2007 and incorporated by reference in this registration
statement.
|
**
|
Included
in the prospectus filed with this registration statement. See “Selected
Financial and Operating Data.”
|