FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For
the month of May, 2011
Commission File Number: 001-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A
This Form 6-K is incorporated
by reference into the registration statements on Form F-3 filed by YPF Sociedad
Anónima with the Securities and Exchange Commission (File Nos. 333-149313,
333-170848 and 333-172317)
YPF Sociedad Anónima
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Financial
Statements as of March 31, 2011 and Comparative Information.
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SOCIEDAD
ANONIMA
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Financial
Statements as of March 31, 2011
and Comparative Information
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YPF
SOCIEDAD ANONIMA
FINANCIAL STATEMENTS AS OF MARCH 31, 2011 AND COMPARATIVE INFORMATION
INDEX |
Back to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
Macacha Güemes 515
Ciudad Autónoma de Buenos Aires, Argentina
FISCAL
YEAR NUMBER 35
BEGINNING ON JANUARY 1, 2011 |
FINANCIAL
STATEMENTS AS OF MARCH 31, 2011 AND COMPARATIVE INFORMATION |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
Principal business of the
Company: exploration, development and production of oil and natural gas and
other minerals and refining, transportation, marketing and distribution of oil
and petroleum products and petroleum derivatives, including petrochemicals,
chemicals and non-fossil fuels, biofuels and their components, generation of
electric power from hydrocarbons, rendering telecommunications services, as
well as the production, industrialization, processing, marketing, preparation
services, transportation and storage of grains and its derivatives.
Date of registration with
the Public Commerce Register: June 2, 1977.
Duration of the Company:
through June 15, 2093.
Last amendment to the bylaws:
April 14, 2010.
Optional Statutory Regime
related to Compulsory Tender Offer provided by Decree No. 677/2001 art. 24:
not incorporated.
Capital
structure as of March 31, 2011 |
(expressed in Argentine
pesos)
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Subscribed,
paid-in and authorized for stock exchange listing
(Note 4 to primary
financial statements)
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Shares
of Common Stock, Argentine pesos 10 par value, 1 vote per share
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3,933,127,930 |
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ANTONIO
GOMIS SÁEZ
Director
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Schedule
I
1 of 3
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
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YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
CONSOLIDATED
BALANCE SHEETS AS OF MARCH 31, 2011 AND DECEMBER 31, 2010 |
(amounts
expressed in million of Argentine pesos Note 1.a to the primary financial
statements) |
(The
financial statements as of March 31, 2011 are unaudited) |
|
2011 |
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2010 |
|
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Current
Assets |
|
|
Cash |
545 |
|
570 |
|
Investments
(Note 2.a) |
2,472 |
|
1,957 |
|
Trade
receivables (Note 2.b) |
3,522 |
|
3,322 |
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Other
receivables (Note 2.c) |
3,505 |
|
3,089 |
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Inventories
(Note 2.d) |
4,772 |
|
3,865 |
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Total
current assets |
14,816 |
|
12,803 |
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Noncurrent
Assets |
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Trade
receivables (Note 2.b) |
28 |
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28 |
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Other
receivables (Note 2.c) |
1,351 |
|
1,587 |
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Investments
(Note 2.a) |
608 |
|
594 |
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Fixed
assets (Note 2.e) |
31,942 |
|
31,567 |
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Intangible
assets |
10 |
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10 |
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Total
noncurrent assets |
33,939 |
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33,786 |
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Total
assets |
48,755 |
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46,589 |
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Current
Liabilities |
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Accounts
payable (Note 2.f) |
7,089 |
|
7,639 |
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Loans
(Note 2.g) |
6,188 |
|
6,176 |
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Salaries
and social security |
287 |
|
421 |
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Taxes
payable |
3,016 |
|
2,571 |
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Contingencies |
323 |
|
295 |
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Total
current liabilities |
16,903 |
|
17,102 |
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Noncurrent
Liabilities |
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Accounts
payable (Note 2.f) |
5,931 |
|
5,616 |
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Loans
(Note 2.g) |
1,888 |
|
1,613 |
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Salaries
and social security |
168 |
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168 |
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Taxes
payable |
515 |
|
523 |
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Contingencies |
2,539 |
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2,527 |
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Total
noncurrent liabilities |
11,041 |
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10,447 |
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Total
liabilities |
27,944 |
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27,549 |
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Shareholders
Equity |
20,811 |
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19,040 |
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Total
liabilities and shareholders equity |
48,755 |
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46,589 |
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Notes
1 to 4 and the accompanying exhibits A and H to Schedule I and the primary
financial statements of
YPF, are an integral part of and should be read in conjunction with these
statements. |
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ANTONIO
GOMIS SÁEZ
Director
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2
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Schedule
I
2 of 3
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
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YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
CONSOLIDATED
STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts
expressed in million of Argentine pesos, except for per share amounts in
Argentine pesos Note 1.a to the primary financial statements) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
|
2011 |
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2010 |
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Net sales |
12,537 |
|
9,914 |
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Cost of
sales |
(8,553 |
) |
(6,190 |
) |
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Gross
profit |
3,984 |
|
3,724 |
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Selling
expenses (Exhibit H) |
(814 |
) |
(660 |
) |
Administrative
expenses (Exhibit H) |
(403 |
) |
(296 |
) |
Exploration
expenses (Exhibit H) |
(57 |
) |
(55 |
) |
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Operating
income |
2,710 |
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2,713 |
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Income
on long-term investments |
20 |
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19 |
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Other
expense, net |
(20 |
) |
(5 |
) |
Financial
income (expense), net and holding gains: |
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Gains
on assets |
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Interests |
41 |
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34 |
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Exchange
differences |
126 |
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72 |
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Holdings
gains on inventories |
232 |
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7 |
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Losses
on liabilities |
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Interests |
(205 |
) |
(211 |
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Exchange
differences |
(193 |
) |
(181 |
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Net
income before income tax |
2,711 |
|
2,448 |
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Income
tax |
(937 |
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(865 |
) |
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Net
income |
1,774 |
|
1,583 |
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Earnings
per share |
4.51 |
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4.02 |
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Notes
1 to 4 and the accompanying exhibits A and H to Schedule I and the primary
financial statements of
YPF, are an integral part of and should be read in conjunction with these
statements. |
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ANTONIO
GOMIS SÁEZ
Director
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3
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to Contents
Schedule
I
3 of 3
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
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YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts
expressed in million of Argentine pesos Note 1.a to the primary financial
statements) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
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2011 |
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2010 |
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Cash
Flows from Operating Activities |
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Net income |
1,774 |
|
1,583 |
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Adjustments
to reconcile net income to net cash flows provided by operating activities: |
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Income
on long-term investments |
(20 |
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(19 |
) |
Depreciation
of fixed assets |
1,384 |
|
1,303 |
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Consumption
of materials and fixed assets retired net of allowances |
137 |
|
72 |
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Income
tax |
937 |
|
865 |
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Increase
in accruals |
166 |
|
259 |
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Changes
in assets and liabilities: |
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Trade
receivables |
(144 |
) |
81 |
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Other
receivables |
(123 |
) |
(357 |
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Inventories |
(907 |
) |
(166 |
) |
Accounts
payable |
(386 |
) |
(93 |
) |
Salaries
and social security |
(134 |
) |
(62 |
) |
Taxes
payable |
(9 |
) |
98 |
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Decrease
in accruals |
(126 |
) |
(69 |
) |
Interests,
exchange differences and others |
192 |
|
95 |
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Dividends
of long-term investments |
6 |
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Income
tax payments |
(491 |
) |
(307 |
) |
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Net
cash flows provided by operating activities |
2,256 |
(1) |
3,283 |
(1) |
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Cash
Flows used in Investing Activities |
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Acquisitions
of fixed assets |
(1,895 |
) |
(1,446) |
(2) |
Investments
(non cash and equivalents) |
(1 |
) |
92 |
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Net
cash flows used in investing activities |
(1,896 |
) |
(1,354 |
) |
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Cash
Flows from Financing Activities |
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Payment
of loans |
(3,968 |
) |
(2,580 |
) |
Proceeds
from loans |
4,098 |
|
1,983 |
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Net
cash flows from financing activities |
130 |
|
(597 |
) |
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Increase
in Cash and Equivalents |
490 |
|
1,332 |
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Cash and
equivalents at the beginning of year |
2,527 |
|
2,145 |
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Cash and
equivalents at the end of period |
3,017 |
|
3,477 |
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Increase
in Cash and Equivalents |
490 |
|
1,332 |
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For
supplemental information on cash and equivalents, see Note 2.a. |
(1) |
Includes (92) and (64)
corresponding to interest payments for the three-month periods ended March
31, 2011 and 2010, respectively. |
(2) |
Includes 37 corresponding
to payments related with the extension of certain exploitation concessions
in the Province of Neuquén (Note 9.c to the primary financial statements),
for the three-month period ended March 31, 2010. |
Notes
1 to 4 and the accompanying exhibits A and H to Schedule I and the primary
financial statements
of YPF, are an integral part of and should be read in conjunction with these
statements. |
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ANTONIO
GOMIS SÁEZ
Director
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4
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),except for the inclusion
of Note 12 to the primary financial statements in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
|
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS |
FOR
THE THREE-MONTH PERIOD ENDED MARCH 31, 2011 AND COMPARATIVE INFORMATION |
(amounts
expressed in million of Argentine pesos Note 1.a to the primary financial
statements, except where otherwise indicated) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
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1. |
CONSOLIDATED FINANCIAL
STATEMENTS |
Pursuant to General Resolution
No. 368 from the Argentine Securities Commission (CNV), YPF Sociedad
Anónima (the Company or YPF) discloses its consolidated
financial statements, included in Schedule I, preceding its primary financial
statements. Consolidated financial statements are supplemental and should be
read in conjunction with the primary financial statements.
a) |
Consolidation policies: |
Following the methodology
established by Technical Resolution No. 21 of the Argentine Federation of Professional
Councils in Economic Sciences (FACPCE), YPF has consolidated its
balance sheets and the related statements of income and cash flows as follows:
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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, costs and expenses, which are aggregated
to the Companys balances after the elimination of intercompany profits,
transactions, balances and other consolidation adjustments and minority
interest if applicable. |
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Investments and income
(loss) related to companies in which YPF holds joint control are consolidated
line by line on the basis of the Companys proportionate share in their
assets, liabilities, net revenues, costs and expenses, considering the elimination
of intercompany profits, transactions, balances and other consolidation
adjustments. |
Investments in companies
under control and joint control are detailed in Exhibit C to the primary financial
statements.
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b) |
Financial statements
used for consolidation: |
The consolidated financial
statements are based upon the latest available financial statements of those
companies in which YPF holds control or joint control, taking into consideration,
if applicable, significant subsequent events and transactions, available management
information and transactions between YPF and the related companies, which could
have produced changes to their shareholders equity.
In addition to the valuation
criteria disclosed in the notes to YPFs primary financial statements,
the following additional valuation criteria have been applied in the preparation
of the consolidated financial statements:
Salaries
and Social Security Benefit Plans |
YPF Holdings Inc., which
has operations in the United States of America, has certain defined-benefit
plans and postretirement and postemployment benefits.
The funding policy related
to the defined-benefit plans as of March 31, 2011, is to contribute amounts
to the plan sufficient to meet the minimum funding requirements under governmental
regulations, plus such additional amounts as Management may determine to be
appropriate.
In addition, YPF Holdings
Inc. provides certain health care and life insurance benefits for eligible retired
employees, and also certain insurance, and other postemployment benefits for
eligible individuals in case employment is terminated by YPF Holdings Inc. before
their normal retirement. Employees become eligible for these benefits if they
meet minimum age and years of service requirements. YPF Holdings Inc. accounts
for benefits provided when payment of the benefit is probable and the amount
of the benefit can be reasonably estimated. No assets were specifically reserved
for the postretirement and postemployment benefits, and consequently, payments
related to them are funded as claims are notified.
The plans mentioned above
are valued at net present value, are accrued on the years of active service
of employees and are disclosed as non-current liabilities in the Salaries
and social security account. Actuarial losses and gains related to changes
in actuarial assumptions are disclosed in Other expense, net account
of the statement of income.
Recognition
of revenues and costs of construction activities |
Revenues and costs related
to construction activities performed by controlled companies, are accounted
by the percentage of completion method. When adjustments in contract values
or estimated costs are determined, any change from prior estimates is reflected
in earnings in the current period. Anticipated losses on contracts in progress
are expensed as soon as they become evident.
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2. |
ANALYSIS OF THE
MAIN ACCOUNTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
Details regarding the significant
accounts included in the accompanying consolidated financial statements are
as follows:
Consolidated
Balance Sheets as of March 31, 2011 and December 31, 2010 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
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Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
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Short-term
investments |
2,472 |
(1) |
46 |
(3) |
1,957 |
(1) |
45 |
(3) |
Long-term
investments |
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|
632 |
(2) |
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|
628 |
(2) |
Allowance
for reduction in value of holdings in long-term investments |
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|
(70 |
)(2) |
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|
(79 |
)(2) |
|
|
|
|
|
|
|
|
|
|
2,472 |
|
608 |
|
1,957 |
|
594 |
|
|
|
|
|
|
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(1) |
Corresponds to investments
with an original maturity of less than three months. |
(2) |
In addition to those
companies under significant influence and other companies detailed in Exhibit
C to the primary financial statements, includes the interest in Gas Argentino
S.A. (GASA). On May 19, 2009, GASA filed a voluntary reorganization
petition (concurso preventivo), which was opened on June 8,
2009. Book value in this investment has been fully reserved. |
(3) |
Corresponds to restricted
cash as of March 31, 2011, and December 31, 2010, which represents bank
deposits used as guarantees given to government agencies. |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Accounts
receivable |
3,621 |
|
28 |
|
3,450 |
|
28 |
|
Related
parties |
397 |
|
|
|
339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,018 |
|
28 |
|
3,789 |
|
28 |
|
Allowance
for doubtful trade receivables |
(496 |
) |
|
|
(467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
3,522 |
|
28 |
|
3,322 |
|
28 |
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Tax credits,
export rebates and production incentives |
2,151 |
|
447 |
|
1,882 |
|
814 |
|
Trade |
172 |
|
|
|
178 |
|
|
|
Prepaid
expenses |
208 |
|
74 |
|
174 |
|
78 |
|
Concessions
charges |
17 |
|
25 |
|
17 |
|
27 |
|
Related
parties |
242 |
(1) |
264 |
(1) |
151 |
(1) |
256 |
(1) |
Loans
to clients |
26 |
|
65 |
|
26 |
|
70 |
|
Trust
contributions Obra Sur |
17 |
|
125 |
|
13 |
|
115 |
|
Advances
to suppliers |
205 |
|
|
|
250 |
|
|
|
Collateral
deposits |
153 |
|
51 |
|
165 |
|
56 |
|
Advances
and loans to employees |
77 |
|
|
|
51 |
|
|
|
Receivables
with partners in joint ventures |
49 |
|
242 |
|
|
|
94 |
|
Miscellaneous |
281 |
|
74 |
|
275 |
|
93 |
|
|
|
|
|
|
|
|
|
|
|
3,598 |
|
1,367 |
|
3,182 |
|
1,603 |
|
Allowance
for other doubtful accounts |
(93 |
) |
|
|
(93 |
) |
|
|
Allowance
for valuation of other receivables to their estimated realizable value |
|
|
(16 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
3,505 |
|
1,351 |
|
3,089 |
|
1,587 |
|
|
|
|
|
|
|
|
|
|
(1) |
In addition to the
balances with non-consolidated related parties detailed in Note 7 to the
primary financial statements, mainly include 265 and 257 with Central Dock
Sud S.A., as of March 31, 2011 and December 31, 2010, respectively, for
loans granted that accrue in average an annual fixed interest rate of 5.11%. |
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|
2011 |
|
2010 |
|
|
|
|
|
|
Finished
products |
3,003 |
|
2,377 |
|
Crude
oil and natural gas |
1,284 |
|
1,061 |
|
Products
in process |
66 |
|
67 |
|
Raw materials,
packaging materials and others |
419 |
|
360 |
|
|
|
|
|
|
|
4,772 |
|
3,865 |
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
Net book
value of fixed assets (Exhibit A) |
32,040 |
|
31,669 |
|
Allowance
for unproductive exploratory drilling |
|
|
(3 |
) |
Allowance
for obsolescence of material and equipment |
(98 |
) |
(99 |
) |
|
|
|
|
|
|
31,942 |
|
31,567 |
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Trade |
5,756 |
|
33 |
|
6,170 |
|
34 |
|
Hydrocarbon
wells abandonment obligations |
173 |
|
5,410 |
|
243 |
|
5,228 |
|
Related
parties |
124 |
|
|
|
309 |
|
|
|
Investments
in companies with negative shareholders equity |
3 |
|
|
|
5 |
|
|
|
From joint
ventures and other agreements |
410 |
|
|
|
409 |
|
|
|
Environmental
liabilities |
272 |
|
209 |
|
302 |
|
205 |
|
Miscellaneous |
351 |
|
279 |
|
201 |
|
149 |
|
|
|
|
|
|
|
|
|
|
|
7,089 |
|
5,931 |
|
7,639 |
|
5,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
Interest
rates |
(1) |
Principal
maturity |
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negotiable
Obligations(2) |
4.00
13.08 |
% |
2011
2028 |
|
162 |
|
638 |
|
361 |
|
626 |
|
Related
parties |
2.35
14.00 |
% |
2011
2012 |
|
332 |
|
29 |
|
458 |
|
97 |
|
Other
financial debts |
0.60
15.05 |
% |
2011
2016 |
|
5,694 |
(3) |
1,221 |
(3) |
5,357 |
|
890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,188 |
(4) |
1,888 |
(4) |
6,176 |
|
1,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Annual interest rate
as of March 31, 2011. |
(2) |
Disclosed net of 55
and 52, corresponding to YPF outstanding Negotiable Obligations, repurchased
through open market transactions as of March 31, 2011 and December 31, 2010,
respectively. |
(3) |
Includes approximately
6,518 corresponding to loans agreed in U.S. dollars, 6,460 accrue fixed
interest at rates between 0.60% and 10.50%, and 58 accrue variable interest
of LIBO plus 5.25%. |
(4) |
As of March 31, 2011,
6,652 accrue fixed interest, 145 accrue variable interest of BADLAR plus
2.00%, 204 accrue variable interest of LIBO plus 2.00%, 763 accrue variable
interest of LIBO plus 4.00%, 254 accrue variable interest of LIBO plus 4.50%
and 58 accrue variable interest of LIBO plus 5.25%. |
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3. |
COMMITMENTS AND
CONTINGENCIES IN RELATED COMPANIES |
Laws and regulations relating
to health and environmental quality in the United States of America affect nearly
all the operations of YPF Holdings Inc. These laws and regulations set various
standards regulating certain aspects of health and environmental quality, provide
for penalties and other liabilities for the violation of such standards and
establish in certain circumstances remedial obligations.
YPF Holdings Inc. believes
that its policies and procedures in the area of pollution control, product safety
and occupational health are adequate to prevent unreasonable risk of environmental
and other damage, and of resulting financial liability, in connection with its
business. Some risk of environmental and other damage is, however, inherent
in particular operations of YPF Holdings Inc. and, as discussed below, Maxus
Energy Corporation (Maxus) and Tierra Solutions Inc. (Tierra),
both controlled by YPF Holdings Inc., could have certain potential liabilities
associated with operations of Maxus former chemical subsidiary.
YPF Holdings Inc. cannot
predict what environmental legislation or regulations will be enacted in the
future or how existing or future laws or regulations will be administered or
enforced. Compliance with more stringent law regulations, as well as more vigorous
enforcement policies of the regulatory agencies, could in the future require
material expenditures by YPF Holdings Inc. for the installation and operation
of systems and equipment for remedial measures, possible dredging requirements,
among other things. Also, certain laws allow for recovery of natural resource
damages from responsible parties and ordering the implementation of interim
remedies to abate an imminent and substantial endangerment to the environment.
Potential expenditures for any such actions cannot be reasonably estimated.
In the following discussion,
references to YPF Holdings Inc. include, as appropriate and solely for the purpose
of this information, references to Maxus and Tierra.
In connection with the sale
of Maxus former chemical subsidiary, Diamond Shamrock Chemicals Company
(Chemicals) to Occidental Petroleum Corporation (Occidental)
in 1986, Maxus agreed to indemnify Chemicals and Occidental from and against
certain liabilities relating to the business or activities of Chemicals prior
to the selling date, September 4, 1986 (the selling date), including
environmental liabilities relating to chemical plants and waste disposal sites
used by Chemicals prior to the selling date.
As of March 31, 2011, accruals
for the environmental contingencies and other claims totaled approximately 544.
YPF Holdings Inc.s Management believes it has adequately accrued for all
environmental contingencies, which are probable and can be reasonably estimated;
however, changes in circumstances, including new information or new requirements
of governmental entities, could result in changes, including additions, to such
accruals in the future. The most significant contingencies are described in
the following paragraphs:
Newark, New Jersey.
A consent decree, previously agreed upon by the U.S. Environmental Protection
Agency (EPA), the New Jersey Department of Environmental Protection
and Energy (DEP) and Occidental, as successor to Chemicals, was
entered in 1990 by the United States District Court of New Jersey and requires
implementation of a remedial action plan at Chemicals former Newark, New
Jersey agricultural chemicals plant. The interim remedy has been completed and
paid for by Tierra. This project is in the operation and maintenance phase.
YPF Holdings Inc. has accrued approximately 59 as of March 31, 2011, in connection
with such activities.
Passaic River, New Jersey.
Maxus, complying with its contractual obligation to act on behalf of Occidental,
negotiated an agreement with the EPA (the 1994 AOC) under which
Tierra has conducted testing and studies near the Newark plant site, adjacent
to the Passaic River. While some work remains, the work under the 1994 AOC was
substantially subsumed by the remedial investigation and feasibility study (RIFS)
being performed and funded by Tierra and a number of other entities of the lower
portion of the Passaic River pursuant to a 2007 administrative settlement agreement
(the 2007 AOC). The parties to the 2007 AOC are
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discussing the possibility
of further work with the EPA. The entities that have agreed to fund the RIFS
have negotiated an interim allocation of RIFS costs among themselves based on
a number of considerations. The 2007 AOC is being coordinated with a joint federal,
state, local and private sector cooperative effort designated as the Lower Passaic
River Restoration Project (PRRP). As of March 31, 2011, 71 entities,
including Tierra, have agreed to participate in the RIFS in connection with
the PRRP.
In 2003, the DEP issued
Directive No. 1 to Occidental and Maxus and certain of their respective related
entities as well as other third parties. Directive No. 1 seeks to address natural
resource damages allegedly resulting from almost 200 years of historic industrial
and commercial development along a portion 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 is subject to 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 2004 AOC) pursuant
to which Tierra (on behalf of Occidental) has agreed to conduct testing and
studies to characterize contaminated sediment and biota and evaluate remedial
alternatives in the Newark Bay and portions of the Hackensack, the Arthur Kill
and Kill van Kull rivers. The initial field work on this study, which includes
testing in the Newark Bay, has been substantially completed. Discussions with
the EPA regarding additional work that might be required are underway. EPA has
issued General Notice Letters to a series of additional parties concerning the
contamination of Newark Bay and the work being performed by Tierra under the
2004 AOC. Tierra proposed to the other parties that, for the third stage of
the RIFS undertaken in Newark Bay, the costs be allocated on a per capita basis.
As of the date of issuance of these financial statements, the parties are analyzing
the proposal. However, YPF Holdings lacks sufficient information to determine
additional costs, if any, it might have with respect to this matter once the
final scope of the third stage is approved, as well as the proposed distribution
mentioned above.
In December 2005, the DEP
issued a directive to Tierra, Maxus and Occidental directing said parties to
pay the State of New Jerseys cost 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 was estimated by
the DEP to cost approximately US$ 2 million. 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 June 2007, EPA released
a draft Focused Feasibility Study (the FFS) that outlines several
alternatives for remedial action in the lower eight miles of the Passaic River.
These alternatives range from no action, which would result in comparatively
little cost, to extensive dredging and capping, which according to the draft
FFS, EPA estimated could cost from US$ 0.9 billion to US$ 2.3 billion and are
all described by EPA as involving proven technologies that could be carried
out in the near term, without extensive research. Tierra, in conjunction with
the other parties working under the 2007 AOC, submitted comments on the legal
and technical defects of the draft FFS to EPA. In light of these comments, EPA
decided to initiate its review and informed that a revised remedy proposal will
be forthcoming during the first semester of 2012. 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 a number
of entities it alleged have a liability for natural resources damages, 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. In November 2008, Tierra and Occidental entered into an
agreement with the NOAA to fund a portion of the costs it has incurred and to
conduct certain assessment activities
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during 2009. Approximately
20 other PRRP members have also entered into similar agreements. In November
2009, Tierra declined to extend this agreement.
In June 2008, the EPA, Occidental,
and Tierra entered into an AOC (Removal AOC), pursuant to which
Tierra (on behalf of Occidental) will undertake a removal action of sediment
from the Passaic River in the vicinity of the former Diamond Alkali facility.
This action will result in the removal of approximately 200,000 cubic yards
(153,000 cubic meters) of sediment, which will be carried out in two different
phases. The first phase, which is scheduled to begin in 2011, encompasses the
removal of 40,000 cubic yards (30,600 cubic meters) of sediments and is expected
to be completed by the end of 2012. The second phase involves the removal of
approximately 160,000 cubic yards (122,400 cubic meters) of sediment. This second
phase will start after according with EPA certain developments aspects
related to it. Pursuant to the Removal AOC, the EPA has required the provision
of financial assurance in the amount of US$ 80 million for the performance of
the removal work. The Removal AOC provides that the initial form of financial
assurance is to be provided through a trust fund. YPF Holdings Inc. originally
accrued US$ 80 million with respect to this matter. As of March 31, 2011, US$
32 million has been funded (thereby reducing the accrual in a similar amount)
and additional US$ 10 million must be contributed every six months, until the
completion of the US$ 80 million. The total amount of required financial assurance
may be increased or decreased over time if the anticipated cost of completing
the removal work contemplated by the Removal AOC changes. Tierra may request
modification of the form and timing of financial assurance for the Removal AOC.
During 2010, with EPA approval, letters of credit to provide financial assurance
have been issued, in order to avoid the restriction of additional funds. During
the removal action, contaminants, such as dioxin, PCBs and mercury, which may
have come from sources other than the former Diamond Alkali plant, will necessarily
be removed. YPF Holdings Inc. and its subsidiaries may seek cost recovery from
the parties responsible for such contamination, provided contaminants
origins were not from the Diamond Alkali plant. However, as of the date of issuance
of these financial statements, it is not possible to make any predictions regarding
the likelihood of success or the funds potentially recoverable in a cost-recovery
action.
Additionally, in December
2005, the DEP sued YPF Holdings Inc., Tierra, Maxus and other several companies,
besides to Occidental, alleging a contamination supposedly related to dioxin
and other hazardous substances discharged from Chemicals former
Newark plant and the contamination of the lower portion of the Passaic River,
Newark Bay, other nearby waterways and surrounding areas. The DEP seeks remediation
of natural resources damaged and punitive damages and other matters. The defendants
have made responsive pleadings and filings. In March 2008, the Court denied
motions to dismiss by Occidental Chemical Corporation, Tierra and Maxus. The
DEP filed its Second Amended Complaint in April 2008. YPF filed a motion to
dismiss for lack of personal jurisdiction. The motion mentioned previously was
denied in August 2008, and the denial was confirmed by the Court of Appeal.
Notwithstanding, the Court denied to plaintiffs motion to bar third party
practice and allowed defendants to file third-party complaints. Third-party
claims against approximately 300 companies and governmental entities (including
certain municipalities) which could have responsibility in connection with the
claim were filed in February 2009. DEP filed its Third Amended Complaint in
August 2010, adding Maxus International Energy Company and YPF International
S.A. as additional named defendants. In September 2010, Governmental entities
of the State of New Jersey and a number of third-party defendants filed their
dismissal motions and Maxus and Tierra filed their responses. Resolution on
these motions is still pending. DEP has not placed dollar amounts on all its
claims, but it has (a) contended that a US$ 50 million cap on damages under
one of the New Jersey statutes should not be applicable, (b) alleged that it
has incurred approximately US$ 118 million in past cleanup and removal
costs, (c) is seeking an additional award between US$ 10 and US$ 20 million
to fund a study to assess natural resource damages, (d) notified Maxus and Tierras
legal defense team that DEP is preparing financial models of costs and of other
economic impacts and, (e) is seeking reimbursement for external legal fees paid.
In October 2010, a number of public third-party defendants filed a motion to
sever and stay and the DEP joined their motion, which would allow the DEP to
proceed against the direct defendants. However, the judge has ruled against
this motion in November 2010. Third-party defendants have also brought motions
to dismiss, which have been rejected by the assistant judge in January 2011.
Some of the mentioned
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third-parties appealed the
decision, but the judge denied such appeal in March 2011. The next step in the
case will be the preparation of a Trial Plan, which will set a schedule to follow,
since the production of evidence until the trial. As of the date of issuance
of these financial statements, it is not possible to determine when the first
of the trials will take place. Simultaneously, a mediator prepared a work plan
for an alternative dispute resolution process to be presented to the parties,
but this process failed when the parties could not reach a consensus.
As of March 31, 2011, there
are approximately 241 accrued, comprising the estimated costs for studies, the
YPF Holdings Inc.s best estimate of the cash flows it could incur in connection
with remediation activities considering the studies performed by Tierra, and
the estimated costs related to the agreement, as well as certain other matters
related to Passaic River and the Newark Bay. However, it is possible that other
works, including interim remedial measures, may be ordered. In addition, the
development of new information on the imposition of natural resource damages,
or remedial actions differing from the scenarios that YPF Holdings Inc. has
evaluated could result in additional costs to the amount currently accrued.
Hudson County, New Jersey.
Until 1972, Chemicals operated a chromite ore processing plant at Kearny, New
Jersey (Kearny Plant). According to the DEP, wastes from these ore
processing operations were used as fill material at a number of sites in and
near Hudson County. DEP has identified over 200 sites in Hudson and Essex Counties
alleged to contain chromite ore processing residue either from the Kearny Plant
or from plants operated by two other chromium manufacturers.
The DEP, Tierra and Occidental,
as successor to Chemicals, signed an administrative consent order with the DEP
in 1990 for investigation and remediation work at 40 chromite ore sites in Hudson
and Essex Counties alleged to be impacted by the Kearny Plant operations.
Tierra, on behalf of Occidental,
is presently performing the work and funding Occidentals share of the
cost of investigation and remediation of these sites. In addition, financial
assurance has been provided in the amount of US$ 20 million for performance
of the work. The ultimate cost of remediation is uncertain. Tierra submitted
its remedial investigation reports to the DEP in 2001, and the DEP continues
to review the report.
Additionally, in May 2005,
the DEP took two actions in connection with the chrome sites in Hudson and Essex
Counties. First, the DEP issued a directive to Maxus, Occidental and two other
chromium manufacturers directing them to arrange for the cleanup of chromite
ore residue at three sites in New Jersey City and the conduct of a study by
paying the DEP a total of US$ 20 million. While YPF Holdings Inc. believes that
Maxus is improperly named and there is little or no evidence that Chemicals
chromite ore residue was sent to any of these sites, the DEP claims these companies
are jointly and severally liable without regard to fault. Second, the State
of New Jersey filed a lawsuit against Occidental and two other entities seeking,
among other things, cleanup of various sites where chromite ore processing residue
is allegedly located, recovery of past costs incurred by the state at such sites
(including in excess of US$ 2 million allegedly spent for investigations and
studies) and, with respect to certain costs at 18 sites, treble damages. The
DEP claims that the defendants are jointly and severally liable, without regard
to fault, for much of the damages alleged. In February 2008, the parties reached
an agreement for which Tierra will pay US$ 5 million and will perform remediation
works in three sites, with a total cost of approximately US$ 2 million subject
to the terms which are under negotiation.
In November 2005, several
environmental groups sent a notice of intent to sue the owners of the properties
adjacent to the former Kearny Plant (the Adjacent Property), including
among others Tierra, under the Resource Conservation and Recovery Act. The stated
purpose of the lawsuit, if filed, would be to require the noticed parties to
carry out measures to abate alleged endangerments to health and the environment
emanating from the Adjacent Property. The parties have entered into an agreement
that addresses the concerns of the environmental groups, and these groups have
agreed, at least for now, not to file suit.
Pursuant to a request of
the DEP, in the second half of 2006, Tierra and other parties tested the sediments
in a portion of the Hackensack River near the former Kearny Plant. Tierra has
submitted work plans for additional sampling requested by the DEP and is presently
awaiting DEP comments.
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In March 2008, the DEP approved
an interim response action plan for work to be performed at the Kearny Plant
by Tierra and the Adjacent Property by Tierra in conjunction with other parties.
As of the date of issuance of these financial statements, work on the interim
response action has begun. This Adjacent Property was listed by EPA on the National
Priority List in 2007. In July 2010, EPA notified Tierra, along with three other
parties, which are considered potentially responsible for this adjacent property
and requested to conduct a RIFS for the site. The parties have responded and
are awaiting discussion with the EPA as to the scope of activities. At this
time, it is unknown if work beyond what was agreed to with the DEP will be required.
As of March 31, 2011, there
are approximately 96 accrued in connection with the foregoing chrome-related
matters. The study of the levels of chromium has not been finalized, and the
DEP is still reviewing the proposed actions. The cost of addressing these chrome-related
matters could increase depending upon the final soil actions, the DEPs
response to Tierras reports and other developments.
Painesville, Ohio.
In connection with the operation until 1976 of one chromite ore processing plant
(Chrome Plant), from Chemicals, the Ohio Environmental Protection
Agency (OEPA) ordered to conduct a RIFS at the former Painesvilles
Plant area. OEPA has divided the Painesville Work Site into 20 operable units,
including operable units related to groundwater. Tierra has agreed to participate
in the RIFS as required by the OEPA. Tierra submitted the remedial investigation
report to the OEPA, which report was finalized in 2003. Tierra will submit required
feasibility reports separately. In addition, the OEPA has approved certain work,
including the remediation of specific operable units within the former Painesville
Works area and work associated with the development plans discussed below (the
Remediation Work). The Remediation Work has begun. As the OEPA approves
additional projects related to investigation, remediation, or operation and
maintenance activities for each operable unit within the Site, additional amounts
will need to be accrued.
Over ten years ago, the
former Painesville Works site was proposed for listing on the national Priority
List under the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (CERCLA); however, the EPA has stated that
the site will not be listed so long as it is satisfactorily addressed pursuant
to the Directors Order and OEPAs programs. As of the date of issuance
of these financial statements, the site has not been listed. YPF Holdings Inc.
has accrued a total of 59 as of March 31, 2011 for its estimated share of the
cost to perform the RIFS, the remediation work and other operation and maintenance
activities at this site. The scope and nature of any further investigation or
remediation that may be required cannot be determined at this time; however,
as the RIFS progresses, YPF Holdings Inc. will continuously assess the condition
of the Painesvilles plants works site and make any required changes, including
additions, to its accrual as may be necessary.
Other Sites. Pursuant
to settlement agreements with the Port of Houston Authority and other parties,
Tierra and Maxus are participating (on behalf of Chemicals) in the remediation
of property required Chemicals former Greens Bayou facility where DDT
and certain other chemicals were manufactured. Additionally, in 2007 the parties
have reached an agreement with the Federal and State Natural Resources Trustees
concerning natural resources damages. In 2008, the Final Damage Assessment and
Restoration Plan/Environmental Assessment was approved, specifying the restoration
projects to be implemented. The last restoration project is expected to begin
in 2011. As of March 31, 2011, YPF Holdings Inc. has accrued 17 for its estimated
share of remediation activities associated with the Greens Bayou facility. Although
the primary work was largely finished in 2009, some follow-up activities and
operation and maintenance remain pending.
In June 2005, the EPA designated
Maxus as a PRP at the Milwaukee Solvay Coke & Gas site in Milwaukee, Wisconsin.
The basis for this designation is Maxus alleged status as the successor to Pickands
Mather & Co. and Milwaukee Solvay Coke Co., companies that the EPA has asserted
are former owners or operators of such site. Preliminary works in connection
with the RIFS of this site commenced in the second half of 2006.
YPF Holdings Inc. has accrued
6 as of March 31, 2011 for its estimated share of the costs of the RIFS. YPF
Holdings Inc. lacks sufficient information to determine additional costs, if
any, it might have in respect of this site.
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Maxus has agreed to defend
Occidental, as successor to Chemicals, in respect of the Malone Services Company
Superfund site in Galveston County, Texas. This site is a former waste disposal
site where Chemicals is alleged to have sent waste products prior to September
1986. It is subject of enforcement activities by the EPA. Although Occidental
is one of many PRPs that have been identified and have agreed to an AOC, Tierra
(which is handling this matter on behalf of Maxus) presently believes the degree
of Occidentals alleged involvement as successor to Chemicals is relatively
small.
Chemicals has also been
designated as a PRP with respect to a number of third party sites where hazardous
substances from Chemicals plant operations allegedly were disposed or
have come to be located. At several of these, Chemicals has no known relationship.
Although PRPs are typically jointly and severally liable for the cost of investigations,
cleanups and other response costs, each has the right of contribution from other
PRPs and, as a practical matter, cost sharing by PRPs is usually effected by
agreement among them. As of March 31, 2011, YPF Holdings Inc. has accrued approximately
2 in connection with its estimated share of costs related to certain sites and
the ultimate cost of other sites cannot be estimated at the present time.
Black Lung Benefits Act
Liabilities. The Black Lung Benefits Act provides monetary and medical benefits
to miners disabled with a lung disease, and also provides benefits to the dependents
of deceased miners if black lung disease caused or contributed to the miners
death. As a result of the operations of its coal-mining subsidiaries, YPF Holdings
Inc. is required to provide insurance of this benefit to former employees and
their dependents. As of March 31, 2011, YPF Holdings Inc. has accrued 12 in
connection with its estimate of these obligations.
Legal Proceedings.
In 2001, the Texas State Controller assessed Maxus approximately US$ 1 million
in Texas state sales taxes for the period of September 1, 1995 through December
31, 1998, plus penalty and interest. In August 2004, the administrative law
judge issued a decision affirming approximately US$ 1 million of such assessment,
plus penalty and interest. YPF Holdings Inc. believes the decision is erroneous,
but has paid the revised tax assessment, penalty and interest (a total of approximately
US$ 2 million) under protest. Maxus filed a suit in Texas state court in December
2004 challenging the administrative decision. The matter will be reviewed by
a trial de novo in the court action.
In 2002, Occidental sued
Maxus and Tierra in state court in Dallas, Texas seeking a declaration that
Maxus and Tierra have the obligation under the agreement pursuant to which Maxus
sold Chemicals to Occidental to defend and indemnify Occidental from and against
certain historical obligations of Chemicals, notwithstanding the fact that said
agreement contains a twelve-year cut-off for defense and indemnity obligations
with respect to most litigation. Tierra was dismissed as a party, and the matter
was tried in May 2006. The trial court decided that the twelve-year cut-off
period did not apply and entered judgment against Maxus. This decision was affirmed
by the Court of Appeals in February 2008. Maxus has petitioned the Supreme Court
of Texas for review. This lawsuit was denied. This decision will require Maxus
to accept responsibility of various matters which it has refused indemnification
since 1998 which could result in the incurrence of costs in addition to YPF
Holdings Inc.s current accruals for this matter. Maxus has paid approximately
US$ 17 million to Occidental, and remains in discussions with Occidental regarding
additional costs for US$ 0.3 million. Most of the claims that had been rejected
by Maxus based on the twelve-year cut-off period, were related to Agent
Orange. All pending Agent Orange litigation was dismissed in December
2009, and although it is possible that further claims may be filed by unknown
parties in the future, no further significant liability is anticipated. Additionally,
the remaining claims received and refused consist primarily of claims of potential
personal injury from exposure to vinyl chloride monomer (VCM), and
other chemicals, although they are not expected to result in significant liability.
However, the declaratory judgement includes liability for claims arising in
the future, if any, related to this matters, which are currently unknown as
of the date of issuance of these financial statements, and if such claims arise,
they could result in additional liabilities for Maxus. As of March 31, 2011
YPF Holdings Inc. has accrued approximately 1 in respect to these matters.
In March 2005, Maxus agreed
to defend Occidental, as successor to Chemicals, in respect of an action seeking
the contribution of costs incurred in connection with the remediation of the
Turtle Bayou waste
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disposal site in Liberty
County, Texas. The plaintiffs alleged that certain wastes attributable to Chemicals
found their way to the Turtle Bayou site. Trial for this matter was bifurcated,
and in the liability phase Occidental and other parties were found severally,
and not jointly, liable for waste products disposed of at this site. Trial in
the allocation phase of this matter was completed in the second quarter of 2007,
and following post judgment motions, the court entered a decision setting Occidentals
liability at 15.96% of those costs incurred by one of the plaintiffs. Maxus
appealed this matter. In June 2010, the Court of Appeals ruled that the District
Court had committed errors in the admission of certain documents, and remanded
the case to the District Court for further proceedings. Maxus took the position
that the exclusion of the evidence should reduce Occidentaĺs allocation
by as much as 50%. The District Court issued its Amended Findings of Fact and
Conclusions of Law in January 2011, requiring Maxus to pay, on behalf of Occidental,
15.86% of the past and future costs to be incurred by one of the plaintiffs.
Maxus filed its intention to appeal this decision. As of March 31, 2011, YPF
Holdings Inc. has accrued 15 in respect of this matter.
YPF Holdings Inc., including
its subsidiaries, is a party to various other lawsuits and environmental situations,
the outcomes of which are not expected to have a material adverse effect on
YPFs financial condition or its future results of operations. YPF Holdings
Inc. accruals legal contingences and environmental situations that are probable
and can be reasonably estimated.
4. |
CONSOLIDATED BUSINESS
SEGMENT INFORMATION |
The Company organizes its
reporting structure into four segments which comprise: the exploration and production,
including contractual purchases of natural gas and crude oil purchases arising
from service contracts and concession obligations, as well as crude oil intersegment
sales, natural gas and its derivatives sales and electric power generation (Exploration
and Production); the refining, transport, purchase and marketing of crude
oil and refined products (Refining and Marketing); the petrochemical
operations (Chemical); and other activities, not falling into these
categories, are classified under Corporate and Other, which principally
includes corporate administration costs and construction activities.
Operating income (loss)
and assets for each segment have been determined after intersegment adjustments.
15
Back
to Contents
|
Exploration
and Production |
|
Refining
and Marketing |
|
Chemical |
|
Corporate
and Other |
|
Consolidation
Adjustments |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-month
period ended March 31, 2011 |
|
|
|
|
|
|
|
|
|
|
Net sales
to unrelated parties |
1,281 |
|
9,905 |
|
459 |
|
402 |
|
|
|
12,047 |
|
Net sales
to related parties |
276 |
|
214 |
|
|
|
|
|
|
|
490 |
|
Net intersegment
sales |
4,723 |
|
431 |
|
607 |
|
85 |
|
(5,846 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales |
6,280 |
|
10,550 |
|
1,066 |
|
487 |
|
(5,846 |
) |
12,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
1,982 |
|
851 |
|
280 |
|
(272 |
) |
(131 |
) |
2,710 |
|
Income
on long-term investments |
15 |
|
5 |
|
|
|
|
|
|
|
20 |
|
Depreciation |
1,180 |
|
147 |
|
26 |
|
31 |
|
|
|
1,384 |
|
Acquisitions
of fixed assets |
1,498 |
|
283 |
|
95 |
|
19 |
|
|
|
1,895 |
|
Assets |
26,001 |
|
17,241 |
|
2,918 |
|
3,729 |
|
(1,134 |
) |
48,755 |
|
Three-month
period ended March 31, 2010 |
|
|
Net sales
to unrelated parties |
1,221 |
|
7,646 |
|
429 |
|
141 |
|
|
|
9,437 |
|
Net sales
to related parties |
263 |
|
214 |
|
|
|
|
|
|
|
477 |
|
Net intersegment
sales |
4,154 |
|
417 |
|
494 |
|
62 |
|
(5,127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales |
5,638 |
|
8,277 |
|
923 |
|
203 |
|
(5,127 |
) |
9,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income (loss) |
1,866 |
|
938 |
|
194 |
|
(233 |
) |
(52 |
) |
2,713 |
|
Income
on long-term investments |
13 |
|
6 |
|
|
|
|
|
|
|
19 |
|
Depreciation |
1,117 |
|
131 |
|
27 |
|
28 |
|
|
|
1,303 |
|
Acquisitions
of fixed assets |
1,156 |
|
176 |
|
62 |
|
25 |
|
|
|
1,419 |
|
Year
ended December 31, 2010 |
|
|
|
|
|
|
|
|
|
|
Assets |
26,245 |
|
14,043 |
|
2,779 |
|
4,624 |
|
(1,102 |
) |
46,589 |
|
Export
sales, net of withholdings taxes for the three-month periods ended March
31, 2011 and 2010 were 1,745 and 1,640, respectively. Export sales were
mainly to the United States of America and Brazil. |
|
ANTONIO
GOMIS SÁEZ
Director
|
|
16
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
|
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
CONSOLIDATED
BALANCE SHEET AS OF MARCH 31, 2011 AND COMPARATIVE INFORMATION |
(amounts expressed in million
of Argentine pesos Note 1.a to the primary financial statements)
(The financial statements
as of March 31, 2011 and March 31, 2010 are unaudited)
|
2011 |
|
|
|
|
|
Cost |
|
|
|
|
Main
account |
Amounts
at beginning of year |
|
Net
translation effect (4) |
|
Increases |
|
Net
decreases, reclassifications and transfers |
|
Amounts
at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings |
3,385 |
|
|
|
3 |
|
15 |
|
3,403 |
|
Mineral
property, wells and related equipment |
66,530 |
|
1 |
|
|
|
1,086 |
|
67,617 |
|
Refinery
equipment and petrochemical plants |
11,442 |
|
|
|
|
|
125 |
|
11,567 |
|
Transportation
equipment |
1,997 |
|
|
|
1 |
|
21 |
|
2,019 |
|
Materials
and equipment in warehouse |
1,317 |
|
|
|
426 |
|
(279 |
) |
1,464 |
|
Drilling
and work in progress |
5,574 |
|
|
|
1,345 |
|
(1,077 |
) |
5,842 |
|
Exploratory
drilling in progress |
248 |
|
|
|
106 |
|
(53 |
) |
301 |
|
Furniture,
fixtures and installations |
941 |
|
|
|
3 |
|
70 |
|
1,014 |
|
Selling
equipment |
1,532 |
|
|
|
|
|
17 |
|
1,549 |
|
Other
property |
1,022 |
|
|
|
11 |
|
(71 |
) |
962 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
2011 |
93,988 |
|
1 |
|
1,895 |
|
(146)(5) |
|
95,738 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
2010 |
85,121 |
|
6 |
|
1,419 |
(1) |
(76 |
) |
86,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
Main
account |
Accumulated at beginning
of year |
|
Net
decreases, reclassifications and transfers |
|
Depreciation rate |
|
Increases |
|
Accumulated at end of
period |
|
Net
book
value as of
03-31-11 |
|
Net
book
value as of
03-31-10 |
|
Net
book
value as of
12-31-10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings |
1,282 |
|
|
|
2 |
% |
18 |
|
1,300 |
|
2,103 |
|
2,018 |
|
2,103 |
|
Mineral
property, wells and related equipment |
49,599 |
|
(2 |
) |
(3) |
|
1,166 |
|
50,763 |
|
16,854 |
(2) |
15,769 |
(2) |
16,931 |
(2) |
Refinery
equipment and petrochemical plants |
7,614 |
|
|
|
4
-10 |
% |
139 |
|
7,753 |
|
3,814 |
|
3,688 |
|
3,828 |
|
Transportation
equipment |
1,488 |
|
1 |
|
4
5 |
% |
17 |
|
1,506 |
|
513 |
|
529 |
|
509 |
|
Materials
and equipment in warehouse |
|
|
|
|
|
|
|
|
|
|
1,464 |
|
834 |
|
1,317 |
|
Drilling
and work in progress |
|
|
|
|
|
|
|
|
|
|
5,842 |
|
4,213 |
|
5,574 |
|
Exploratory
drilling in progress |
|
|
|
|
|
|
|
|
|
|
301 |
|
160 |
|
248 |
|
Furniture,
fixtures and installations |
761 |
|
1 |
|
10 |
% |
22 |
|
784 |
|
230 |
|
193 |
|
180 |
|
Selling
equipment |
1,236 |
|
|
|
10 |
% |
15 |
|
1,251 |
|
298 |
|
301 |
|
296 |
|
Other
property |
339 |
|
(5 |
) |
10 |
% |
7 |
|
341 |
|
621 |
|
378 |
|
683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2011 |
62,319 |
|
(5 |
)(5) |
|
|
1,384 |
|
63,698 |
|
32,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2010 |
57,088 |
|
(4 |
) |
|
|
1,303 |
|
58,387 |
|
|
|
28,083 |
|
31,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 10 corresponding
to hydrocarbon wells abandonment costs for the three-month period ended
March 31, 2010. |
(2) |
Includes 1,041, 1,157
and 1,072 of mineral property as of March 31, 2011 and 2010 and December
31, 2010, respectively. |
(3) |
Depreciation has been
calculated according to the unit of production method. |
(4) |
Includes the net effect
of the exchange differences arising from the translation of foreign companies
fixed assets net book values at beginning of the year. |
(5) |
Includes 4 of net book
value charged to fixed assets allowances for the period ended March 31,
2011. |
|
ANTONIO
GOMIS SÁEZ
Director
|
|
17
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
|
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES |
CONSOLIDATED
STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010
EXPENSES INCURRED |
(amounts expressed in million
of Argentine pesos Note 1.a to the primary financial statements)
(The financial statements
as of March 31, 2011 and March 31, 2010 are unaudited)
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Production
costs |
|
Administrative
expenses |
|
Selling
expenses |
|
Exploration
expenses |
|
Total |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and social security taxes |
525 |
|
139 |
|
82 |
|
17 |
|
763 |
|
517 |
|
Fees and
compensation for services |
41 |
|
111 |
|
15 |
|
1 |
|
168 |
|
180 |
|
Other
personnel expenses |
148 |
|
20 |
|
7 |
|
4 |
|
179 |
|
130 |
|
Taxes,
charges and contributions |
109 |
|
17 |
|
148 |
|
|
|
274 |
|
212 |
|
Royalties
and easements |
839 |
|
|
|
2 |
|
4 |
|
845 |
|
739 |
|
Insurance |
36 |
|
3 |
|
1 |
|
|
|
40 |
|
46 |
|
Rental
of real estate and equipment |
183 |
|
2 |
|
21 |
|
|
|
206 |
|
129 |
|
Survey
expenses |
|
|
|
|
|
|
4 |
|
4 |
|
12 |
|
Depreciation
of fixed assets |
1,320 |
|
29 |
|
35 |
|
|
|
1,384 |
|
1,303 |
|
Industrial
inputs, consumable materials and supplies |
227 |
|
2 |
|
16 |
|
|
|
245 |
|
168 |
|
Operation
services and other service contracts |
627 |
|
17 |
|
34 |
|
|
|
678 |
|
461 |
|
Preservation,
repair and maintenance |
763 |
|
13 |
|
22 |
|
2 |
|
800 |
|
664 |
|
Contractual
commitments |
32 |
|
|
|
|
|
|
|
32 |
|
73 |
|
Unproductive
exploratory drillings |
|
|
|
|
|
|
19 |
|
19 |
|
1 |
|
Transportation,
products and charges |
264 |
|
|
|
366 |
|
|
|
630 |
|
521 |
|
Charge
(credit) for allowance for doubtful trade receivables |
|
|
|
|
19 |
|
|
|
19 |
|
(2 |
) |
Publicity
and advertising expenses |
|
|
23 |
|
26 |
|
|
|
49 |
|
36 |
|
Fuel,
gas, energy and miscellaneous |
362 |
|
27 |
|
20 |
|
6 |
|
415 |
|
369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2011 |
5,476 |
|
403 |
|
814 |
|
57 |
|
6,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2010 |
4,548 |
|
296 |
|
660 |
|
55 |
|
|
|
5,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANTONIO
GOMIS SÁEZ
Director
|
|
18
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
BALANCE
SHEETS AS OF MARCH 31, 2011 AND DECEMBER 31, 2010 |
(amounts expressed in million
of Argentine pesos Note 1.a)
(The financial statements
as of March 31, 2011 are unaudited)
|
2011 |
|
2010 |
|
|
|
|
|
|
Current
Assets |
|
|
Cash |
273 |
|
269 |
|
Investments
(Note 3.a) |
2,074 |
|
1,659 |
|
Trade
receivables (Note 3.b) |
2,998 |
|
2,880 |
|
Other
receivables (Note 3.c) |
3,074 |
|
2,624 |
|
Inventories
(Note 3.d) |
4,246 |
|
3,462 |
|
|
|
|
|
|
Total
current assets |
12,665 |
|
10,894 |
|
|
|
|
|
|
Noncurrent
Assets |
|
|
Trade
receivables (Note 3.b) |
17 |
|
18 |
|
Other
receivables (Note 3.c) |
1,070 |
|
1,319 |
|
Investments
(Note 3.a) |
2,518 |
|
2,378 |
|
Fixed
assets (Note 3.e) |
30,438 |
|
30,021 |
|
|
|
|
|
|
Total
noncurrent assets |
34,043 |
|
33,736 |
|
|
|
|
|
|
Total
assets |
46,708 |
|
44,630 |
|
|
|
|
|
|
Current
Liabilities |
|
|
Accounts
payable (Note 3.f) |
6,990 |
|
7,724 |
|
Loans
(Note 3.g) |
5,654 |
|
5,622 |
|
Salaries
and social security |
186 |
|
312 |
|
Taxes
payable |
2,704 |
|
2,227 |
|
Contingencies
(Note 9.a and Exhibit E) |
86 |
|
81 |
|
|
|
|
|
|
Total
current liabilities |
15,620 |
|
15,966 |
|
|
|
|
|
|
Noncurrent
Liabilities |
|
|
Accounts
payable (Note 3.f) |
5,875 |
|
5,573 |
|
Loans
(Note 3.g) |
1,821 |
|
1,537 |
|
Salaries
and social security |
28 |
|
28 |
|
Taxes
payable |
365 |
|
372 |
|
Contingencies
(Note 9.a and Exhibit E) |
2,188 |
|
2,114 |
|
|
|
|
|
|
Total
noncurrent liabilities |
10,277 |
|
9,624 |
|
|
|
|
|
|
Total
liabilities |
25,897 |
|
25,590 |
|
Shareholders
Equity (per corresponding statements) |
20,811 |
|
19,040 |
|
|
|
|
|
|
Total
liabilities and shareholders equity |
46,708 |
|
44,630 |
|
|
|
|
|
|
Notes 1 to
12 and the accompanying exhibits A, C, E, F, G and H and Schedule I
are an integral part of these statements.
|
ANTONIO
GOMIS SÁEZ
Director
|
|
19
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
STATEMENTS
OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts expressed in million
of Argentine pesos, except for per share amounts in Argentine pesos Note
1.a)
(The financial statements
as of March 31, 2011 and March 31, 2010, are unaudited)
|
2011 |
|
2010 |
|
|
|
|
|
|
Net sales
(Note 3.h) |
11,341 |
|
9,157 |
|
Cost of
sales (Exhibit F) |
(7,753 |
) |
(5,709 |
) |
|
|
|
|
|
Gross
profit |
3,588 |
|
3,448 |
|
|
|
|
|
|
Selling
expenses (Exhibit H) |
(747 |
) |
(621 |
) |
Administrative
expenses (Exhibit H) |
(344 |
) |
(262 |
) |
Exploration
expenses (Exhibit H) |
(54 |
) |
(44 |
) |
|
|
|
|
|
Operating
income |
2,443 |
|
2,521 |
|
|
|
|
|
|
Income
on long-term investments |
183 |
|
125 |
|
Other
income, net |
4 |
|
9 |
|
Financial
income (expense), net and holding gains (losses): |
|
|
Gains
(losses) on assets |
|
|
Interests |
33 |
|
25 |
|
Exchange
differences |
113 |
|
58 |
|
Holding
gains (losses) on inventories |
215 |
|
(7 |
) |
Losses
on liabilities |
|
|
Interests |
(193 |
) |
(204 |
) |
Exchange
differences |
(186 |
) |
(170 |
) |
|
|
|
|
|
Net
income before income tax |
2,612 |
|
2,357 |
|
|
|
|
|
|
Income
tax (Note 3.i) |
(838 |
) |
(774 |
) |
|
|
|
|
|
Net
income |
1,774 |
|
1,583 |
|
|
|
|
|
|
Earnings
per share (Note 1.a) |
4.51 |
|
4.02 |
|
|
|
|
|
|
Notes 1 to
12 and the accompanying exhibits A, C, E, F, G and H and Schedule I
are an integral part of these statements.
|
ANTONIO
GOMIS SÁEZ
Director
|
|
20
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
STATEMENTS
OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts expressed in million
of Argentine pesos Note 1.a)
(The financial statements
as of March 31, 2011 and March 31, 2010 are unaudited)
|
2011 |
|
|
|
|
|
Shareholders
Contributions |
|
|
|
|
|
Subscribed
capital |
|
Adjustment
to contributions |
|
Issuance
premiums |
|
Total |
|
|
|
|
|
|
|
|
|
|
Balances
at the beginning of year |
3,933 |
|
7,281 |
|
640 |
|
11,854 |
|
Cumulative
effect of changes (Note 1.b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated
balances at the beginning of year |
3,933 |
|
7,281 |
|
640 |
|
11,854 |
|
Net decrease
in deferred earnings (Note 2.i) |
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at the end of period |
3,933 |
|
7,281 |
|
640 |
|
11,854 |
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Legal
reserve |
|
Deferred
earnings |
|
Reserve
for future dividends |
|
Unappropriated
retained earnings |
|
Total
shareholders equity |
|
Total
shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at the beginning of year |
2,243 |
|
(263 |
) |
596 |
|
4,610 |
|
19,040 |
|
18,881 |
|
Cumulative
effect of changes (Note 1.b) |
|
|
|
|
|
|
|
|
|
|
(1,180 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restated
balances at the beginning of year |
2,243 |
|
(263 |
) |
596 |
|
4,610 |
|
19,040 |
|
17,701 |
|
Net decrease
in deferred earnings (Note 2.i) |
|
|
(3 |
) |
|
|
|
|
(3 |
) |
|
|
Net income |
|
|
|
|
|
|
1,774 |
|
1,774 |
|
1,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances
at the end of period |
2,243 |
|
(266 |
) |
596 |
|
6,384 |
|
20,811 |
|
19,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes 1 to
12 and the accompanying exhibits A, C, E, F, G and H and Schedule I
are an integral part of these statements.
|
ANTONIO
GOMIS SÁEZ
Director
|
|
21
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English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
STATEMENTS
OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts expressed in million
of Argentine pesos Note 1.a)
(The financial statements
as of March 31, 2011 and March 31, 2010 are unaudited)
|
2011 |
|
2010 |
|
|
|
|
|
|
Cash
Flows from Operating Activities |
|
|
Net income |
1,774 |
|
1,583 |
|
Adjustments
to reconcile net income to net cash flows provided by operating activities: |
|
|
Income
on long-term investments |
(183 |
) |
(125 |
) |
Depreciation
of fixed assets |
1,312 |
|
1,211 |
|
Consumption
of materials and fixed assets retired net of allowances |
144 |
|
74 |
|
Income
tax |
838 |
|
774 |
|
Increase
in accruals |
156 |
|
243 |
|
Changes
in assets and liabilities: |
|
|
Trade
receivables |
(61 |
) |
84 |
|
Other
receivables |
(64 |
) |
(230 |
) |
Inventories |
(784 |
) |
(110 |
) |
Accounts
payable |
(619 |
) |
(236 |
) |
Salaries
and social security |
(126 |
) |
(54 |
) |
Taxes
payable |
89 |
|
106 |
|
Decrease
in accruals |
(77 |
) |
(57 |
) |
Interests,
exchange differences and others |
161 |
|
210 |
|
Dividends
from long-term investments |
6 |
|
67 |
|
Income
tax payments |
(457 |
) |
(286 |
) |
|
|
|
|
|
Net
cash flows provided by operating activities |
2,109 |
(1) |
3,254 |
(1) |
|
|
|
|
|
Cash
Flows used in Investing Activities |
|
|
Acquisitions
of fixed assets |
(1,873 |
) |
(1,411 |
)(2) |
Capital
contributions in long-term investments |
(4 |
) |
|
|
Net
cash flows used in investing activities |
(1,877 |
) |
(1,411 |
) |
|
|
|
|
|
Cash
Flows from Financing Activities |
|
|
Payment
of loans |
(3,781 |
) |
(2,489 |
) |
Proceeds
from loans |
3,968 |
|
1,870 |
|
|
|
|
|
|
Net
cash flows from financing activities |
187 |
|
(619 |
) |
|
|
|
|
|
Increase
in Cash and Equivalents |
419 |
|
1,224 |
|
|
|
|
|
|
Cash and
equivalents at the beginning of year |
1,928 |
|
1,483 |
|
Cash and
equivalents at the end of period |
2,347 |
|
2,707 |
|
|
|
|
|
|
Increase
in Cash and Equivalents |
419 |
|
1,224 |
|
|
|
|
|
|
For supplemental information
on cash and equivalents, see Note 3.a.
(1) |
Includes (88) and (62)
corresponding to interest payments for the three-month periods ended March
31, 2011 and 2010, respectively. |
(2) |
Includes 37 corresponding
to payments related with the extension of certain exploitation concessions
in the Province of Neuquén (Note 9.c), for the three-month period ended
March 31, 2010. |
Notes 1 to
12 and the accompanying exhibits A, C, E, F, G and H and Schedule I
are an integral part of these statements.
|
ANTONIO
GOMIS SÁEZ
Director
|
|
22
Back to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
NOTES
TO FINANCIAL STATEMENTS |
FOR
THE THREE-MONTH PERIOD ENDED MARCH 31, 2011 AND COMPARATIVE INFORMATION |
(amounts expressed in million
of Argentine pesos, except where otherwise indicated Note 1.a)
(The financial statements
as of March 31, 2011 and March 31, 2010 are unaudited)
1. |
SIGNIFICANT ACCOUNTING
POLICIES AND RESTATEMENT OF COMPARATIVE INFORMATION |
a) |
Significant accounting
policies |
The financial statements
of YPF have been prepared in accordance with generally accepted accounting principles
in Argentina and the regulations of the CNV.
On March 20, 2009, the FACPCE
approved the Technical Resolution No. 26 Adoption of the International
Financial Reporting Standards (IFRS) of the International Accounting
Standards Board (IASB), subsequently modified by Technical
Resolution No. 29 dated December 3, 2010. Such resolution was approved by the
CNV through General Resolution No. 562/09 dated December 29, 2009 (modified
by General Resolution No. 576/10 dated July 1, 2010), for certain publicly-traded
entities under Law No. 17,811. The application of such rules will be mandatory
for the Company for the fiscal year beginning on January 1, 2012. Consequently,
the first financial statements under IFRS will be as of March 31, 2012. On April
14, 2010, the Board of Directors has approved a specific IFRS implementation
plan.
The financial statements
for the three-month periods ended March 31, 2011 and 2010 are unaudited, but
reflect all adjustments which, in the opinion of the Management, are necessary
to present the financial statements for such periods on a consistent basis with
the audited annual financial statements.
Presentation
of financial statements in constant Argentine pesos |
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 FACPCE 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.
In the statements of cash
flows, the Company considers cash and all highly liquid investments with an
original maturity of less than three months to be cash and equivalents.
Revenue
recognition criteria |
Revenue is recognized on
sales of crude oil, refined products and natural gas, in each case, when title
and risks are transferred to the customer.
Subsidies and incentives
are recognized as sales in the income statement in the period in which the conditions
for obtaining them are accomplished.
Joint
ventures and other agreements |
The Companys interests
in oil and gas related joint ventures and other agreements, have been consolidated
line by line on the basis of the Companys proportional share in their
assets, liabilities, revenues, costs and expenses (Note 6).
23
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Production
concessions and exploration permits |
According to Argentine Law
No. 24,145 issued in November 1992, YPFs areas were converted into production
concessions and exploration permits under Law No. 17,319, which has been amended
by Law No. 26,197. Pursuant to these laws, the hydrocarbon reservoirs located
in Argentine onshore territories and offshore continental shelf, belong to the
provinces or the Nation, depending on the location. Exploration permits may
have a term of up to 14 years (17 years for offshore exploration) and production
concessions have a term of 25 years, which may be extended for an additional
ten-year term (Note 9.c and Note 11).
Fair
value of financial instruments and concentration of credit risk |
The carrying value of cash,
current investments, trade receivables, other receivables and liabilities approximates
its fair value due to the short maturity of these instruments. As of March 31,
2011 and December 31, 2010 the fair value of loans payable estimated based on
market prices or current interest rates at the end of the period or year amounted
to 7,555 and 7,232, respectively.
Financial instruments that
potentially expose the Company to concentration of credit risk consist primarily
of cash, current investments, trade receivables and other receivables. The Company
invests cash excess primarily in high liquid investments in financial institutions
both in Argentina and abroad with strong credit rating. In the normal course
of business, the Company provides credit based on ongoing credit evaluations
to its customers and certain related parties. Apart from the receivables with
the Argentine Government related to the subsidies on gas oil sales provided
by the Argentine Government to the public transportation according to Executive
Decree No. 652/02 and its amendments, and the participation in the Petroleum
and Refining Plus Programs established by Decree No. 2014/2008 and its regulations,
among others, included in Note 3.c Tax credits, export rebates and production
incentives, the Companys customer base is dispersed.
As of March 31, 2011, YPF
does not hold derivative financial instruments.
The preparation of financial
statements in conformity with generally accepted accounting principles requires
Management to make estimates and assumptions that affect reported assets, liabilities,
revenues and expenses and disclosure of contingencies. Future results could
differ from the estimates made by Management.
Earnings per share have
been calculated based on the 393,312,793 shares outstanding during the three-month
periods ended as of March 31, 2011 and 2010.
b) |
Modification of
comparative information |
In relation to the implementation
of IFRS above mentioned, General Resolution No. 576/10 establishes that companies
which, in accordance with generally accepted accounting principles in Argentina,
had adopted the option to disclose in a note to the financial statements the
deferred income tax liability originated in the difference between the book
value of fixed assets remeasured into constant Argentine pesos and their corresponding
historical cost used for tax purposes, shall recognize such liability with a
debit to unappropriated retained earnings. The resolution also establishes that
such recognition may be recorded in any interim or annual period until the transition
date to IFRS is met, inclusive. Additionally, the resolution above mentioned
establishes that, as an exception, the Ordinary Shareholderś meeting that
considers the financial statements for the fiscal year in which the deferred
income tax liability is accounted for, can record such debit in unappropriated
retained earnings into capital accounts not represented by shares (capital stock)
or into retained earnings accounts, not providing a predetermined order for
such accounting (Note 11).
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As of December 31, 2010,
the Company has recorded the deferred income tax liability originated in the
difference between the book value of fixed assets remeasured into constant Argentine
pesos and their corresponding historical cost used for tax purposes. According
to generally accepted accounting principles in Argentina, the effect of changes
in the accounting policies must be recorded with retrospective effect as of
the beginning of the first fiscal year presented. As a result of the adoption
of the resolution above mentioned, the unappropriated retained earnings as of
the end of each period or year have been modified as follows:
|
Unappropriated
retained earnings |
|
|
|
|
|
(Loss) |
|
|
|
|
|
as
of March 31, 2010 |
|
as
of December 31, 2009 |
|
|
|
|
|
|
Deferred
income tax liability YPF |
(890 |
) |
(930 |
) |
Deferred
income tax liability Investments in controlled and jointly controlled
companies |
(153 |
) |
(156 |
) |
Deferred
income tax liability Investments in significant influence companies |
(89 |
) |
(94 |
) |
|
|
|
|
|
|
(1,132 |
) |
(1,180 |
) |
|
|
|
|
|
As result of the change
in the accounting policy mentioned above, net income for the three-month period
ended March 31, 2010, increased by 48.
The financial statements
as of March 31, 2010, which are presented for comparative purposes, were modified
to give retrospective effect to the recognition of the effects originated in
the accounting of the deferred tax liability above mentioned. The modification
of comparative information does not imply any change to statutory decisions
already taken.
The principal valuation
criteria used in the preparation of the financial statements are as follows:
|
|
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. |
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. Investments with price quotation
have been valued at fair 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. Investments with price quotation have been valued at fair
value at the relevant exchange rate in effect as of the end of each period
or year. Exchange differences have been credited (charged) to current income.
Additional information on assets and liabilities denominated in foreign
currency is disclosed in Exhibit G. |
|
When generally
accepted accounting principles require the valuation of receivables or payables
at their discounted value, that value does not differ significantly from
their face value. |
|
If applicable,
allowances have been made to reduce receivables to their estimated realizable
value. |
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|
|
Refined products, products
in process, crude oil and natural gas have been valued at last production
or replacement cost, as applicable, as of the end of each period or year. |
|
|
Raw materials and packaging
materials have been valued at cost, which does not differ significantly
from its replacement cost as of the end of each period or year. |
|
Valuation
of inventories does not exceed their estimated realizable value. |
d) |
Noncurrent investments: |
|
These include
the Companys investments in companies under control, joint control
or significant influence and holdings in other companies. These investments
are detailed in Exhibit C and have been valued using the equity method,
except for holdings in other companies, which have been valued at its acquisition
cost remeasured as detailed in Note 1.a. |
|
Investments
in Gasoducto del Pacífico (Argentina) S.A., Gasoducto del Pacífico
(Cayman) Ltd. and Oleoducto Trasandino (Chile) S.A., where less than 20%
direct or indirect interest is held, are accounted by the equity method
since YPF exercises significant influence over these companies in making
operation and financial decisions based on its representation on the Boards
of Directors. |
|
If applicable,
allowances have been made to reduce investments, where direct or indirect
interest is held, to their estimated recoverable value. The main factors
for the recognized impairment were the devaluation of the Argentine peso,
lower activity expectations, events of default on certain debts and the
de-dollarization and freezing of certain utility rates. |
|
Foreign
subsidiaries are defined as integrated companies when they carry out their
operations as an extension of the parent companys operations or as
non-integrated companies when they collect cash and other monetary items,
incur expenses, generate income and are financed principally through their
own resources. Assets and liabilities of non-integrated foreign subsidiaries
are translated into Argentine pesos at the exchange rate prevailing as of
the end of each period or year. Income statements are translated using the
relevant exchange rate at the date of each transaction. Exchange differences
arising from the translation process are included as a component of shareholders
equity in the account Deferred Earnings, which are maintained
until the sale or complete or partial reimbursement of capital of the related
investment occurs. Assets, liabilities and income statements of integrated
foreign subsidiaries are translated at the relevant exchange rate at the
date of each transaction. Exchange differences arising from the translation
process are credited (charged) to the income statement in the account Gains
(losses) on assets Exchange differences. |
|
Holdings
in preferred shares have been valued at equity method considering the provisions
defined in the respective bylaws. |
|
Investments
in companies with negative shareholders equity are disclosed in the
Accounts payable account in the balance sheet provided that
the Company has the intention to provide the corresponding financial support. |
|
If necessary,
adjustments to the accounting information have been made to conform the
accounting principles used by controlled, jointly controlled or under significant
influence companies to those of YPF. Main adjustments are related to the
application of the general accepted accounting principles in Argentina to
foreign related companies financial statements, and the recognition
of the deferred income tax liability related to the difference between the
book value of fixed assets remeasured into constant Argentine pesos and
their corresponding historical cost used for tax purposes (Note 1.b) corresponding
to the controlled, jointly controlled and under significant influence companies. |
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|
The investments
in companies under control, joint control or significant influence, have
been valued based upon the latest available financial statements of these
companies as of the end of each period or year, taking into consideration,
if applicable, significant subsequent events and transactions, available
management information and transactions between YPF and the related company
which have produced changes on the latters shareholders equity. |
|
The Company
includes supplemental consolidated financial statements as part of the primary
financial statements (Schedule I). |
|
As from
the effective date of Law No. 25,063, dividends, either in cash or in kind,
that the Company receives from investments in other companies and which
are in excess of the accumulated income that these companies carry upon
distribution shall be subject to a 35% income tax withholding as a sole
and final payment. YPF has not recorded any charge for this tax since it
has estimated that dividends from earnings recorded by the equity method
would not be subject to such tax. |
|
Fixed assets
have been valued at acquisition cost remeasured as detailed in Note 1.a,
less related accumulated depreciation. Depreciation rates, representative
of the useful life assigned, applicable to each class of asset, are disclosed
in Exhibit A. For those assets whose construction requires an extended period
of time, financial costs corresponding to third parties financing
have been capitalized during the assets construction period. |
|
Oil and
gas producing activities |
|
|
The Company follows
the successful effort method of accounting for its oil and gas
exploration and production operations. Accordingly, exploratory costs, excluding
the costs of exploratory wells, have been charged to expense as incurred.
Costs of drilling exploratory wells, including stratigraphic test wells,
have been capitalized pending determination as to whether the wells have
found proved reserves that justify commercial development. If such reserves
were not found, the mentioned costs are charged to expense. Occasionally,
an exploratory well may be determined to have found oil and gas reserves,
but classification of those reserves as proved cannot be made when drilling
is completed. In those cases, the cost of drilling the exploratory well
shall continue to be capitalized if the well has found a sufficient quantity
of reserves to justify its completion as a producing well and the enterprise
is making sufficient progress assessing the reserves and the economic and
operating viability of the project. If any of the mentioned conditions is
not met, cost of drilling exploratory wells is charged to expense. As of
the issuance date of these financial statements, there are no exploratory
wells capitalized for more than one year after the completion of the drilling. |
|
|
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 and extension of concessions 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. |
|
|
The capitalized costs
related to areas with unproved reserves, are periodically reviewed by Management
to ensure that the carrying value does not exceed their estimated recoverable
value. |
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|
|
Revisions of crude
oil and natural gas proved reserves are considered prospectively in the
calculation of depreciation. Revisions in estimates of reserves are performed
at least once a year. Additionally, estimates of reserves are audited by
independent petroleum engineers on a three-year rotation plan. |
|
|
Costs related to hydrocarbon
wells abandonment obligations are capitalized at their discounted value
along with the related assets, and are depreciated using the unit-of-production
method. As compensation, a liability is recognized for this concept at the
estimated value of the discounted payable amounts. Revisions of the payable
amounts are performed upon consideration of the current costs incurred in
abandonment obligations on a field-by-field basis or other external available
information if abandonment obligations were not performed. Due to the number
of wells in operation and/or not abandoned and likewise the complexity with
respect to different geographic areas where the wells are located, the current
costs incurred in plugging are used for estimating the plugging cost of
the wells pending abandonment. Current costs incurred are the best source
of information in order to make the best estimate of asset retirement obligations. |
|
|
The Companys
other fixed assets are depreciated using the straight-line method, with
depreciation rates based on the estimated useful life of each class of property. |
|
Fixed assets
maintenance and repairs have been charged to expense as incurred. |
|
Major inspections,
necessary to continue to operate the related assets, are capitalized and
depreciated using the straight-line method over the period of operation
to next major inspection. |
|
Renewals
and betterments that extend the useful life and/or increase the productive
capacity of properties are capitalized. As fixed assets are retired, the
related cost and accumulated depreciation are eliminated from the balance
sheet. |
|
The Company
capitalizes the costs incurred in limiting, neutralizing or preventing environmental
pollution only in those cases in which at least one of the following conditions
is met: (a) the expenditure improves the safety or efficiency of an operating
plant (or other productive asset); (b) the expenditure prevents or limits
environmental pollution; or (c) the expenditures are incurred to prepare
assets for sale and do not raise the assets carrying value above their
estimated recoverable value. |
|
The carrying
value of the fixed asset of each business segment, as defined in Note 4
to the consolidated financial statements, does not exceed their estimated
recoverable value. |
f) |
Taxes, withholdings
and royalties: |
|
Income
tax and tax on minimum presumed income |
|
The Company
recognizes the income tax applying the liability method, which considers
the effect of the temporary differences between the financial and tax basis
of assets and liabilities and the tax loss carry forwards and other tax
credits, which may be used to offset future taxable income, at the current
statutory rate of 35%. |
|
In deferred
income tax computations, the difference between the book value of fixed
assets remeasured into constant Argentine pesos and their corresponding
historical cost used for tax purposes is a temporary difference to be considered
in deferred income tax computations. |
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|
Additionally,
the Company calculates tax on minimum presumed income applying the current
1% tax rate to taxable assets as of the end of each year. This tax complements
income tax. The Companys tax liability will coincide with the higher
between the determination of tax on minimum presumed income and the Companys
tax liability related to income tax, calculated applying the current 35%
income tax rate to taxable income for the year. However, if the tax on minimum
presumed income exceeds income tax during one tax year, such excess may
be computed as prepayment of any income tax excess over the tax on minimum
presumed income that may be generated in the next ten years. |
|
The Company
expects that during the current year, the amounts determined as current
income tax will be higher than tax on minimum presumed income and consequently
the Company has not accrued any amount related to the tax on minimum presumed
income. |
|
Royalties
and withholding systems for hydrocarbon exports |
|
A 12% royalty
is payable on the estimated value at the wellhead of crude oil production
and the commercialized natural gas volumes. The estimated value is calculated
based upon the approximate sale price of the crude oil and gas produced,
less the costs of transportation and storage. To calculate the royalties,
the Company has considered price agreements according to crude oil buying
and selling operations obtained in the market for certain qualities of such
product, and has applied these prices, net of the discounts mentioned above,
according to regulations of Law No. 17,319 and its amendments. In addition,
and pursuant to the extension of the original terms of exploitation concessions,
the Company has agreed to pay an Extraordinary Production Royalty
(see Note 9.c and Note 11). |
|
Royalty
expense and the extraordinary production royalties are accounted for as
a production cost. |
|
Law No.
25,561 on Public Emergency and Exchange System Reform, issued in January
2002, established duties for hydrocarbon exports for a five-year period.
In January 2007, Law No. 26,217 extended this export withholding system
for an additional five-year period and also established specifically that
this regime is also applicable to exports from Tierra del Fuego
province, which were previously exempted. On November 16, 2007, the Ministry
of Economy and Production (MEP) published Resolution No. 394/2007,
modifying the withholding regime on exports of crude oil and other refined
products. The new regime provides that when WTI international price exceeds
the reference price which is fixed at US$ 60.9 per barrel, the producer
will be allowed to collect at US$ 42 per barrel, depending on the quality
of the crude oil sold, with the remainder being withheld by the Argentine
Government. When WTI international price is under the reference price but
over US$ 45 per barrel, a 45% withholding rate should be applied. If such
price is under US$ 45 per barrel, the Government will have to determine
the export rate within a term of 90 business days. |
|
The withholding
rate determined as indicated above also currently applies to diesel, gasoline
and other crude derivative products. In addition, the procedure for the
calculation mentioned above applies to other crude derivatives and lubricants,
based upon different withholding rates, reference prices and prices allowed
to producers. Furthermore, in March 2008, Resolution No. 127/2008 of the
MEP increased the natural gas export withholding rate to 100% of the highest
price from any natural gas import contract. This resolution has also established
a variable withholding system applicable to liquefied petroleum gas, similar
to the one established by the Resolution No. 394/2007. |
|
Hydrocarbon
export withholdings are charged to the Net sales account of
the statement of income. |
g) |
Allowances and reserves: |
|
|
Allowances: amounts
have been provided in order to reduce the valuation of trade receivables,
other receivables, noncurrent investments and fixed assets based on the
analysis of doubtful accounts and on the estimated recoverable value of
these assets. |
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|
|
Accruals for losses:
amounts have been provided for various contingencies which are probable
and can be reasonably estimated, based on Managements expectations
and in consultation with legal counsels. Reserves for losses are required
to be accounted at the discounted value as of the end of each period or
year, however, as their face value does not differ significantly from discounted
values, they are recorded at face value. |
|
The activity
in the allowances and reserves accounts is set forth in Exhibit E. |
h) |
Environmental liabilities: |
|
Environmental
liabilities are recorded when environmental assessments and/or remediation
are probable and can be reasonably estimated. Such estimates are based on
either detailed feasibility studies of remediation approach and cost for
individual sites or on the Companys estimate of costs to be incurred
based on historical experience and available information based on the stage
of assessment and/or remediation of each site. As additional information
becomes available regarding each site or as environmental standards change,
the Company revises its estimate of costs to be incurred in environmental
assessment and/or remediation matters. |
i) |
Shareholders
equity accounts: |
|
These accounts
have been remeasured in Argentine pesos as detailed in Note 1.a, except
for Subscribed Capital account, which is stated at its historical
value. The adjustment required to state this account in constant Argentine
pesos is disclosed in the Adjustment to Contributions account
(see additionally Note 11). |
|
The account
Deferred Earnings includes the exchange differences generated
by the translation into pesos of investments in non-integrated foreign companies. |
j) |
Statements of income
accounts: |
|
The amounts
included in the income statement accounts have been recorded by applying
the following criteria: |
|
|
Accounts which accumulate
monetary transactions at their face value. |
|
|
Cost of sales has been
calculated by computing units sold in each month at the replacement cost
of that month. |
|
|
Depreciation of nonmonetary
assets, valued at acquisition cost, has been recorded based on the remeasured
cost of such assets as detailed in Note 1.a. |
|
|
Holding gains (losses)
on inventories valued at replacement cost have been included in the Holding
gains (losses) 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,
except for the exchange differences arising from the translation process
of the foreign subsidiaries defined as integrated companies which are included
in the account Gains (losses) on assets Exchange differences. |
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3. |
ANALYSIS OF THE
MAIN ACCOUNTS OF THE FINANCIAL STATEMENTS |
Details regarding significant
accounts included in the accompanying financial statements are as follows:
Balance
Sheets as of March 31, 2011 and December 31, 2010 |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Short-term
investments |
2,074 |
(1) |
|
|
1,659 |
(1) |
|
|
Long-term
investments (Exhibit C) |
|
|
2,531 |
|
|
|
2,391 |
|
Allowance
for reduction in value of holdings in long-term
investments (Exhibit E) |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
|
|
|
|
|
|
|
|
2,074 |
|
2,518 |
|
1,659 |
|
2,378 |
|
|
|
|
|
|
|
|
|
|
(1) |
Corresponds to investments
with an original maturity of less than three months. |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Accounts
receivable |
2,882 |
|
17 |
|
2,743 |
|
18 |
|
Related
parties (Note 7) |
564 |
|
|
|
558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,446 |
(1) |
17 |
|
3,301 |
|
18 |
|
Allowance
for doubtful trade receivables (Exhibit E) |
(448 |
) |
|
|
(421 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
2,998 |
|
17 |
|
2,880 |
|
18 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 332 in litigation,
1 of less than three months past due, 389 in excess of three months past
due, 2,686 due within three months and 38 due after three months. |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Tax
credits, export rebates and production incentives |
1,758 |
|
441 |
|
1,530 |
|
811 |
|
Trade |
132 |
|
|
|
130 |
|
|
|
Prepaid
expenses |
164 |
|
73 |
|
127 |
|
76 |
|
Concessions
charges |
17 |
|
25 |
|
17 |
|
27 |
|
Related
parties (Note 7) |
327 |
|
|
|
165 |
|
|
|
Loans
to clients |
25 |
|
65 |
|
25 |
|
70 |
|
Trust
contributions Obra Sur |
17 |
|
125 |
|
13 |
|
115 |
|
Advances
to suppliers |
201 |
|
|
|
242 |
|
|
|
Collateral
deposits |
152 |
|
47 |
|
164 |
|
56 |
|
Advances
and loans to employees |
76 |
|
|
|
50 |
|
|
|
Receivables
with partners in joint ventures |
49 |
|
242 |
|
|
|
94 |
|
Miscellaneous |
244 |
|
67 |
|
249 |
|
85 |
|
|
|
|
|
|
|
|
|
|
|
3,162 |
(1) |
1,085 |
(2) |
2,712 |
|
1,334 |
|
Allowance
for other doubtful accounts (Exhibit E) |
(88 |
) |
|
|
(88 |
) |
|
|
Allowance
for valuation of other receivables to their
estimated realizable value (Exhibit E) |
|
|
(15 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
3,074 |
|
1,070 |
|
2,624 |
|
1,319 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 41 of less
than three months past due, 288 in excess of three months past due and 2,833
due as follow: 925 from one to three months, 553 from three to six months,
589 from six to nine months and 766 from nine to twelve months. |
(2) |
Includes 469 due from
one to two years, 114 due from two to three years and 502 due after three
years. |
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|
2011 |
|
2010 |
|
|
|
|
|
|
Refined
products |
2,694 |
|
2,117 |
|
Crude
oil and natural gas |
1,266 |
|
1,043 |
|
Products
in process |
66 |
|
67 |
|
Raw
materials and packaging materials |
220 |
|
235 |
|
|
|
|
|
|
|
4,246 |
|
3,462 |
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
Net
book value of fixed assets (Exhibit A) |
30,536 |
|
30,123 |
|
Allowance
for unproductive exploratory drilling (Exhibit E) |
|
|
(3 |
) |
Allowance
for obsolescence of materials and equipment (Exhibit E) |
(98 |
) |
(99 |
) |
|
|
|
|
|
|
30,438 |
|
30,021 |
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
Trade |
5,238 |
|
27 |
|
5,818 |
|
28 |
|
Hydrocarbon
wells abandonment obligations |
173 |
|
5,373 |
|
243 |
|
5,193 |
|
Related
parties (Note 7) |
394 |
|
|
|
510 |
|
|
|
Investments
in companies with negative shareholders
equity (3) |
356 |
|
|
|
320 |
|
|
|
From
joint ventures and other agreements |
410 |
|
|
|
409 |
|
|
|
Environmental
liabilities (Note 9.b) |
272 |
|
209 |
|
302 |
|
205 |
|
Miscellaneous |
147 |
|
266 |
|
122 |
|
147 |
|
|
|
|
|
|
|
|
|
|
|
6,990 |
(1) |
5,875 |
(2) |
7,724 |
|
5,573 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 6,425 due
within three months, 240 due from three to six months and 325 due after
six months. |
(2) |
Includes 683 due from
one to two years and 5,192 due after two years. |
(3) |
Corresponds to holding
in negative shareholders equity in YPF Holdings Inc., controlled company,
and Central Dock Sud S.A., company under significant influence, after considering
adjustments to conform accounting principles with those used by YPF, as
mentioned in Note 2.d. |
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Rates |
(1) |
Principal
Maturity |
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Negotiable
Obligations(2) |
4.00-13.08 |
% |
2011-2028 |
|
162 |
|
656 |
|
361 |
|
642 |
|
Related
parties (Note 7) |
2.35-14.00 |
% |
2011-2012 |
|
332 |
|
29 |
|
458 |
|
97 |
|
Other
financial debts |
2.00-14.00 |
% |
2011-2016 |
|
5,160 |
(3) |
1,136 |
(3) |
4,803 |
|
798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,654 |
(4) |
1,821 |
(4) |
5,622 |
|
1,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Annual interest rate
as of March 31, 2011. |
(2) |
Disclosed net of 37
and 36, corresponding to YPF outstanding Negotiable Obligations repurchased
through open market transactions as of March 31, 2011 and December 31, 2010,
respectively. |
(3) |
Includes approximately
6,005 corresponding to loans agreed in U.S. dollars which accrue interest
at rates between 2.00% and 4.80%, of which 1,035 are guaranteed by Repsol
YPF. |
(4) |
As of March 31, 2011,
6,109 accrue fixed interest, 145 accrue variable interest of BADLAR plus
2.00%, 204 accrue variable interest of LIBO plus 2.00%, 763 accrue variable
interest of LIBO plus 4.00% and 254 accrue variable interest of LIBO plus
4.50%. |
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|
The maturities
of the Companys current and noncurrent loans, as of March 31, 2011,
are as follows: |
|
From
1 to
3 months |
|
From
3 to
6 months |
|
From
6 to
9 months |
|
From
9 to 12 months |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Current
loans |
1,882 |
|
1,023 |
|
1,755 |
|
994 |
|
5,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
From
1 to
2 years |
|
From
3
to 4 years |
|
Over
5 years |
|
Total |
|
|
|
|
|
|
|
|
|
|
Noncurrent
loans |
435 |
|
760 |
|
626 |
|
1,821 |
|
|
|
|
|
|
|
|
|
|
|
Details
regarding the Negotiable Obligations of the Company are as follows: |
(in
million)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M.T.N.
Program
|
|
Issuance |
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
Amount |
|
Year |
|
Principal
Value |
|
Interest
Rate |
(1) |
Principal
Maturity |
|
Current |
|
Noncurrent |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
US$
1,000 |
|
1998 |
|
US$
100 |
|
10.00 |
% |
2028 |
|
16 |
|
373 |
|
7 |
|
364 |
|
2008 |
US$
1,000 |
|
2009 |
|
$
205 |
|
|
|
|
|
|
|
|
|
205 |
|
|
|
2008 |
US$
1,000 |
|
2010 |
|
$
143 |
|
13.08% |
(2) |
2011 |
|
145 |
|
|
|
144 |
|
|
|
2008 |
US$
1,000 |
|
2010 |
|
US$
70 |
|
4.00 |
% |
2013 |
|
1 |
|
283 |
|
5 |
|
278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
162 |
|
656 |
|
361 |
|
642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Interest rate as of
March 31, 2011. |
(2) |
Accrues interest at
a variable interest rate of BADLAR plus 2.00%. |
|
|
|
In connection
with the issued Negotiable Obligations, the Company has agreed for itself
and its controlled companies to certain covenants, including among others,
to pay all liabilities at their maturity and not to create other encumbrances
that exceed 15% of total consolidated assets. If the Company does not comply
with any covenant, the trustee or the holders representing a percentage
that varies between 10% and 25% of the total principal amount of the outstanding
Negotiable Obligations may declare the principal and accrued interest immediately
due and payable. |
|
Financial
debt contains customary covenants for contracts of this nature, including
negative pledge, material adverse change, cross-default clauses and compliance
with certain financial ratios. Almost all of YPF´s outstanding debt
is subject to this kind of clauses. |
|
The Shareholders
meeting held on January 8, 2008, approved a Notes Program for an amount
up to US$ 1,000 million. Proceeds from this offering shall be used exclusively
to invest in fixed assets and working capital in Argentina. |
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|
On September
24, 2009, YPF issued under the mentioned program the Negotiable Obligations
Class I at variable interest, with final maturity in 2011, for
an amount of 205 million of Argentine pesos, which as of March 31, 2011
have been fully paid. Additionally, on March 4, 2010, the Company issued
under the mentioned program the Negotiable Obligations Class II
at variable interest, with final maturity in 2011, for an amount of 143
million of Argentine pesos and the Negotiable Obligations Class III
at fixed interest, with final maturity in 2013, for an amount of US$ 70
million. All the mentioned securities are authorized to be traded on the
Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and the
Electronic Open Market (Mercado Abierto Electrónico) in Argentina.
As of the date of issuance of these financial statements, the Company has
fully complied with the destination of the funds as mentioned in the pricing
supplement relating to the classes of Negotiable Obligations previously
mentioned. |
Statements
of Income as of March 31, 2011 and 2010 |
|
Income
(Expense) |
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
Sales |
12,171 |
|
9,999 |
|
Turnover
tax |
(339 |
) |
(260 |
) |
Hydrocarbon
export withholdings |
(491 |
) |
(582 |
) |
|
|
|
|
|
|
11,341 |
|
9,157 |
|
|
|
|
|
|
Current
income tax |
(837 |
) |
(846 |
) |
Deferred
income tax |
(1 |
) |
72 |
|
|
|
|
|
|
|
(838 |
) |
(774 |
) |
|
|
|
|
|
|
The reconciliation
of pre-tax income at the statutory tax rate, to the income tax as disclosed
in the income statements for the three-month periods ended March 31, 2011
and 2010, is as follows: |
|
2011 |
|
2010 |
|
|
|
|
|
|
Net
income before income tax |
2,612 |
|
2,357 |
|
Statutory
tax rate |
35 |
% |
35 |
% |
|
|
|
|
|
Statutory
tax rate applied to net income before income tax |
(914 |
) |
(825 |
) |
Income
on long-term investments |
64 |
|
44 |
|
Tax
free income Law No. 19,640 (Tierra del Fuego) |
13 |
|
10 |
|
Miscellaneous |
(1 |
) |
(3 |
) |
|
|
|
|
|
Income
Tax |
(838 |
) |
(774 |
) |
|
|
|
|
|
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|
The breakdown
of the net deferred tax liability as of March 31, 2011 and December 31,
2010, is as follows: |
|
2011 |
|
2010 |
|
|
|
|
|
|
Deferred
tax assets |
|
|
Non
deductible allowances and reserves |
918 |
|
877 |
|
Tax
loss and other tax credits |
46 |
|
47 |
|
Miscellaneous |
|
|
12 |
|
|
|
|
|
|
Total
deferred tax assets |
964 |
|
936 |
|
|
|
|
|
|
Deferred
tax liabilities |
|
|
Fixed
assets |
(1,130 |
) |
(1,157 |
) |
Miscellaneous |
(61 |
) |
(5 |
) |
|
|
|
|
|
Total
deferred tax liabilities |
(1,191 |
) |
(1,162 |
) |
|
|
|
|
|
Net
deferred tax liability |
(227 |
) |
(226 |
) |
|
|
|
|
|
The Companys subscribed
capital, as of March 31, 2011, is 3,933 and is represented by 393,312,793 shares
of common stock and divided into four classes of shares (A, B, C and D), with
a par value of Argentine pesos 10 and one vote per share. These shares are fully
subscribed, paid-in and authorized for stock exchange listing.
As of March 31, 2011, Repsol
YPF, S.A. (Repsol YPF) controls the Company, directly and indirectly,
through an approximately 68.23% shareholding, while Petersen Energía S.A.
(PESA) and its affiliates exercise significant influence through
a 15.46% shareholding. Additionally, Repsol YPF granted certain affiliates of
PESA an option, which expires on February 21, 2012, to purchase from Repsol
YPF up to an additional 10% of YPFs outstanding capital stock and other
option to other minor shareholders to purchase up to 1.6% of YPF´s outstanding
capital stock.
Additionally, Repsol YPF
and PESA have signed a shareholders agreement establishing among other
things, the adoption of a dividend policy to distribute 90% of the annual net
income.
Repsol YPFs legal
address is Paseo de la Castellana 278, 28046 Madrid, Spain. Repsol YPFs
principal business is the exploration, development and production of crude oil
and natural gas, transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, production of a wide range of petrochemicals
and marketing of petroleum products, petroleum derivatives, petrochemicals,
liquefied petroleum gas and natural gas.
As of March 31, 2011, there
are 3,764 Class A shares outstanding. As long as any Class A share remains outstanding,
the affirmative vote of Argentine Government is required for: 1) mergers, 2)
acquisitions of more than 50% of the Companys shares in an agreed or hostile
bid, 3) transfers of all the Companys production and exploration rights,
4) the voluntary dissolution of the Company or 5) change of corporate and/or
tax address outside the Argentine Republic. Items 3) and 4) will also require
prior approval by the Argentine Congress.
As of March 31, 2011, YPF
has signed guarantees in relation to the financing activities of Central Dock
Sud S.A. in an amount of approximately US$ 11 million. The corresponding loan
has final maturity in 2013.
Additionally, as of March
31, 2011, the Company has issued letters of credit in an amount of US$ 44 million
to guarantee environmental obligations, and guarantees in an amount of approximately
US$ 32 million to guarantee the enforcement of contracts from certain controlled
companies.
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6. |
PARTICIPATION IN
JOINT VENTURES AND OTHER AGREEMENTS |
As of March 31, 2011, the
main exploration and production joint ventures and other agreements in which
the Company participates are the following:
Name
and Location |
Ownership
Interest |
|
Operator |
|
|
|
|
|
|
Acambuco
Salta |
22.50 |
% |
Pan
American Energy LLC |
|
Aguada
Pichana
Neuquén |
27.27 |
% |
Total
Austral S.A. |
|
Aguaragüe
Salta |
30.00 |
% |
Tecpetrol
S.A. |
|
CAM-2/A
SUR
Tierra del Fuego |
50.00 |
% |
Enap
Sipetrol Argentina S.A. |
|
Campamento
Central/Cañadón Perdido
Chubut |
50.00 |
% |
YPF
S.A. |
|
Consorcio
CNQ7/A
La Pampa and Mendoza |
50.00 |
% |
Petro
Andina Resources Ltd. Sucursal Argentina |
|
El Tordillo
Chubut |
12.20 |
% |
Tecpetrol
S.A. |
|
La Tapera
y Puesto Quiroga
Chubut |
12.20 |
% |
Tecpetrol
S.A. |
|
Llancanelo
Mendoza |
51.00 |
% |
YPF
S.A. |
|
Magallanes
Santa Cruz, Tierra del Fuego and National Continental Shelf |
50.00 |
% |
Enap
Sipetrol Argentina S.A. |
|
Palmar
Largo
Formosa and Salta |
30.00 |
% |
Pluspetrol
S.A. |
|
Puesto
Hernández
Neuquén and Mendoza |
61.55 |
% |
Petrobrás
Energía S.A. |
|
Ramos
Salta |
15.00 |
%(1) |
Pluspetrol
Energy S.A. |
|
San Roque
Neuquén |
34.11 |
% |
Total
Austral S.A. |
|
Tierra
del Fuego
Tierra del Fuego |
30.00 |
% |
Petrolera
L.F. Company S.R.L. |
|
Yacimiento
La Ventana Río Tunuyán
Mendoza |
60.00 |
% |
YPF
S.A. |
|
Zampal
Oeste
Mendoza |
70.00 |
% |
YPF
S.A. |
|
(1) |
Additionally, YPF has
a 27% indirect ownership interest through Pluspetrol Energy S.A. |
36
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Additionally, Energía
Argentina S.A. (ENARSA) and YPF have formed the joint venture Proyecto
GNL Escobar Unión Transitoria de Empresas, which aims to develop
a project for storage, regasification and distribution of liquefied natural
gas (LNG) in the surroundings of the distribution area in Buenos
Aires, the main center of gas consumption, in order to optimize and increase
the regasification capacity. As of the date of issuance of these financial statements,
the project is under construction and is close to enter operation.
Furthermore, as of March
31, 2010 the Company tendered and resulted awarded, in whole or associated with
third parties, of exploration licenses in several areas.
The assets and liabilities
as of March 31, 2011 and December 31, 2010 and production costs of the joint
ventures and other agreements for the three-month periods ended March 31, 2011
and 2010 included in the financial statements are as follows:
|
2011 |
|
2010 |
|
|
|
|
|
|
Current
assets |
269 |
|
311 |
|
Noncurrent
assets |
3,810 |
|
3,712 |
|
|
|
|
|
|
Total
assets |
4,079 |
|
4,023 |
|
|
|
|
|
|
Current
liabilities |
517 |
|
572 |
|
Noncurrent
liabilities |
842 |
|
819 |
|
|
|
|
|
|
Total
liabilities |
1,359 |
|
1,391 |
|
|
|
|
|
|
Production
costs |
623 |
|
562 |
|
|
|
|
|
|
Participation in joint ventures
and other agreements have been calculated based upon the latest available financial
statements as of the end of each period or year, taking into account significant
subsequent events and transactions as well as available management information.
37
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7. |
BALANCES AND TRANSACTIONS
WITH RELATED PARTIES |
The principal outstanding
balances as of March 31, 2011 and December 31, 2010 from transactions with related
companies are as follows:
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Trade
receivables |
|
Other
receivables |
|
Accounts
payable |
|
Loans |
|
Trade
receivables |
|
Other
receivables |
|
Accounts
payable |
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
Current |
|
Current |
|
Current |
|
Noncurrent |
|
Current |
|
Current |
|
Current |
|
Current |
|
Noncurrent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled
companies: |
|
|
Operadora
de Estaciones de Servicios S.A. |
32 |
|
2 |
|
10 |
|
|
|
|
|
57 |
|
2 |
|
7 |
|
|
|
|
|
A
Evangelista S.A. |
|
|
93 |
|
106 |
|
|
|
|
|
|
|
|
|
139 |
|
|
|
|
|
YPF Servicios
Petroleros S.A. |
|
|
16 |
|
|
|
|
|
|
|
2 |
|
9 |
|
1 |
|
|
|
|
|
YPF Brasil
Comercio de Derivados de Petróleo
Ltda. |
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
111 |
|
116 |
|
|
|
|
|
59 |
|
11 |
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly
controlled companies: |
|
|
Profertil
S.A. |
16 |
|
80 |
|
11 |
|
|
|
|
|
29 |
|
1 |
|
79 |
|
|
|
|
|
Compañía
Mega S.A. (Mega) |
286 |
|
|
|
8 |
|
|
|
|
|
296 |
|
|
|
10 |
|
|
|
|
|
Refinería
del Norte S.A. (Refinor) |
60 |
|
|
|
23 |
|
|
|
|
|
57 |
|
20 |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
362 |
|
80 |
|
42 |
|
|
|
|
|
382 |
|
21 |
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
under significant influence: |
61 |
|
2 |
|
25 |
|
|
|
|
|
50 |
|
1 |
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Main
shareholders and other related parties under their control: |
|
|
Repsol
YPF |
|
|
38 |
|
141 |
|
|
|
|
|
|
|
38 |
|
122 |
|
|
|
|
|
Repsol
YPF Gas S.A. |
61 |
|
1 |
|
5 |
|
|
|
|
|
34 |
|
1 |
|
4 |
|
|
|
|
|
Repsol
YPF Brasil S.A. |
|
|
6 |
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
Repsol
International Finance B.V. |
|
|
1 |
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
Repsol
Netherlands Finance B.V. |
|
|
|
|
|
|
204 |
|
|
|
|
|
|
|
|
|
400 |
|
|
|
Repsol
YPF Venezuela S.A. |
|
|
6 |
|
7 |
|
|
|
|
|
|
|
6 |
|
6 |
|
|
|
|
|
Repsol
YPF Ecuador S.A. |
|
|
6 |
|
5 |
|
|
|
|
|
|
|
6 |
|
5 |
|
|
|
|
|
Repsol
Comercial S.A.C. |
|
|
7 |
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
Repsol
Exploración S.A. |
|
|
16 |
|
9 |
|
|
|
|
|
|
|
12 |
|
8 |
|
|
|
|
|
Repsol
YPF Bolivia S.A. |
|
|
18 |
|
23 |
|
|
|
|
|
|
|
18 |
|
23 |
|
|
|
|
|
Repsol
Butano S.A. |
|
|
19 |
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
Nuevo
Banco de Entre Ríos S.A. |
|
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
27 |
|
28 |
|
Nuevo
Banco de Santa Fe S.A. |
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
9 |
|
69 |
|
Others |
26 |
|
16 |
|
21 |
|
50 |
|
|
|
33 |
|
19 |
|
48 |
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87 |
|
134 |
|
211 |
|
332 |
|
29 |
|
67 |
|
132 |
|
216 |
|
458 |
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
564 |
|
327 |
|
394 |
|
332 |
|
29 |
|
558 |
|
165 |
|
510 |
|
458 |
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company maintains purchase,
sale and financing transactions with related parties. The principal purchase,
sale and financing transactions with these companies for the three-month periods
ended March 31, 2011 and 2010 include the following:
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Sales |
|
Purchases
and services |
|
Loans
obtained (paid), net |
|
Interests
and commissions earned (lost), net |
|
Sales |
|
Purchases
and services |
|
Loans
obtained (paid), net |
|
Interests
and commissions earned (lost), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled
companies: |
|
|
Operadora
de Estaciones de Servicios S. A. |
16 |
|
136 |
|
|
|
|
|
14 |
|
107 |
|
|
|
|
|
A
Evangelista S.A. |
2 |
|
85 |
|
|
|
|
|
1 |
|
62 |
|
|
|
|
|
YPF Brasil
Comercio de Derivados de Petróleo Ltda. |
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YPF Servicios
Petroleros S.A. |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
246 |
|
|
|
|
|
15 |
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
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|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Sales |
|
Purchases
and services |
|
Loans
obtained (paid), net |
|
Interests
and commissions earned (lost), net |
|
Sales |
|
Purchases
and services |
|
Loans
obtained (paid), net |
|
Interests
and commissions earned (lost), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly
controlled companies: |
|
|
Profertil
S.A. |
19 |
|
17 |
|
|
|
|
|
21 |
|
28 |
|
|
|
|
|
Mega |
387 |
|
30 |
|
|
|
|
|
360 |
|
6 |
|
|
|
|
|
Refinor |
100 |
|
60 |
|
|
|
|
|
105 |
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
506 |
|
107 |
|
|
|
|
|
486 |
|
89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
under significant influence: |
60 |
|
47 |
|
|
|
|
|
54 |
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Main
shareholders and other related parties under their control: |
|
|
Repsol
YPF |
|
|
8 |
|
|
|
(5 |
) |
|
|
|
|
|
|
(7 |
) |
Repsol
YPF Transporte y Trading S.A. |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repsol
YPF Brasil S.A. |
|
|
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
Repsol
YPF Gas S.A. |
62 |
|
3 |
|
|
|
|
|
57 |
|
2 |
|
|
|
|
|
Repsol
International Finance B.V. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repsol
Netherlands Finance B.V. |
|
|
|
|
(199 |
) |
(1 |
) |
|
|
|
|
|
|
(10 |
) |
Nuevo
Banco de Entre Ríos S.A. |
|
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
|
|
Nuevo
Banco de Santa Fe S.A. |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
(17 |
) |
(1 |
) |
Others |
69 |
|
15 |
|
|
|
(1 |
) |
60 |
|
7 |
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
30 |
|
(199 |
) |
(9 |
) |
137 |
|
9 |
|
(38 |
) |
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
742 |
|
430 |
|
(199 |
) |
(9 |
) |
692 |
|
311 |
|
(38 |
) |
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. |
SOCIAL AND OTHER
EMPLOYEE BENEFITS |
a) |
Performance Bonus
Programs: |
|
These programs
cover certain YPF and its controlled companies personnel. These bonuses
are based on compliance with business unit objectives and performance. They
are calculated considering the annual compensation of each employee, certain
key factors related to the fulfillment of these objectives and the performance
of each employee and will be paid in cash. |
|
The amount
charged to expense related to the Performance Bonus Programs was 18 and
17 for the three-month periods ended March 31, 2011 and 2010, respectively. |
|
Effective
March 1, 1995, the Company established a defined contribution retirement
plan that provides benefits for each employee who elects to join the plan.
Each plan member will pay an amount between 2% and 9% of his monthly compensation
and the Company will pay an amount equal to the contributed by each member. |
|
The plan
members will receive the Companys contributed funds before retirement
only in the case of voluntary termination under certain circumstances or
dismissal without cause and additionally in the case of death or incapacity.
YPF has the right to discontinue this plan at any time, without incurring
termination costs. |
|
The total
charges recognized under the Retirement Plan amounted to approximately 4
and 6 for the three-month periods ended March 31, 2011 and 2010, respectively. |
39
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9. |
COMMITMENTS AND
CONTINGENCIES |
a) |
Pending lawsuits
and contingencies: |
|
As of March
31, 2011, the Company has accrued 2,274 in connection with the pending lawsuits,
claims and contingencies which are probable and can be reasonably estimated.
The most significant pending lawsuits and contingencies accrued are described
in the following paragraphs. |
|
|
Pending lawsuits:
In the normal course of its business, the Company has been sued in numerous
labor, civil and commercial actions and lawsuits. Management, in consultation
with the external counsels, has accrued 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. |
|
|
Liabilities and
contingencies assumed by the Argentine Government: The YPF Privatization
Law provided for the assumption by the Argentine Government of certain liabilities
of the predecessor as of December 31, 1990. In certain lawsuits related
to events or acts that took place before December 31, 1990, YPF has been
required to advance the payment established in certain judicial decisions.
YPF has the right to be reimbursed for these payments by the Argentine Government
pursuant to the above-mentioned indemnity. |
|
|
Natural gas market:
Pursuant to Resolution No. 265/2004 of the Secretariat of Energy, the
Argentine Government created a program of useful curtailment
of natural gas exports and their associated transportation service. Such
program was initially implemented by means of Regulation No. 27/2004 of
the Under-Secretariat of Fuels, which was subsequently substituted by the
Program of Rationalization of Gas Exports and Use of Transportation Capacity
(the Program) approved by Resolution No. 659/2004 of the Secretariat
of Energy. Additionally, Resolution No. 752/2005 of the Secretariat of Energy
provided that industrial users and thermal generators (which according to
this resolution will have to request volumes of gas directly from the producers)
could also acquire the natural gas from the cutbacks on natural gas exports
through the Permanent Additional Injections mechanism created by this Resolution.
By means of the Program and/or the Permanent Additional Injection, the Argentine
Government requires natural gas exporting producers to deliver additional
volumes to the domestic market in order to satisfy natural gas demand of
certain consumers of the Argentine market (Additional Injection Requirements).
Such additional volumes are not contractually committed by YPF, who is thus
forced to affect natural gas exports, which execution has been conditioned.
The mechanisms established by the Resolutions No. 659/2004 and 752/2005
have been adapted by the Secretariat of Energy Resolution No. 599/2007,
modifying the conditions for the imposition of the requirements, depending
on whether the producers have signed or not the proposed agreement, ratified
by such resolution, between the Secretariat of Energy and the Producers.
Also, through Resolution No. 1410/2010 of the National Gas Regulatory Authority
(ENARGAS) approved the Procedimiento para Solicitudes,
Confirmaciones y Control de Gas which sets new rules for natural gas
dispatch applicable to all participants in the natural gas industry, imposing
new and more severe restrictions to the producers availability of
natural gas. Additionally, the Argentine Government, through instructions
made using different procedures, has ordered limitations over natural gas
exports (in conjunction with the Program and the Permanent Additional Injection,
named the Restrictions). |
|
|
As a result
of the Restrictions, in several occasions since 2004, YPF has been forced
to suspend, either totally or partially, its natural gas deliveries to some
of its export clients, with whom YPF has undertaken firm commitments to
deliver natural gas. |
40
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|
|
The Company
has challenged the Program, the Permanent Additional Injection and the Additional
Injection Requirements as arbitrary and illegitimate, and has invoked vis-à-vis
the relevant clients that such measures of the Argentine Government constitute
a fortuitous case or force majeure event (act of authority) that releases
the Company from any liability and/or penalty for the failure to deliver
the contractual volumes. These clients have rejected the force majeure argument
invoked by the Company, and some of them have demanded the payment of indemnifications
and/or penalties for the failure to comply with firm supply commitments,
and/or reserved their rights to future claims in such respect (the Claims). |
|
|
Among them,
on June 25, 2008, AES Uruguaiana Emprendimientos S.A. (AESU)
claimed damages in a total amount of US$ 28.1 million for natural gas deliver
or pay penalties for cutbacks accumulated from September 16, 2007
through June 25, 2008, and also claimed an additional amount of US$ 2.7
million for natural gas deliver or pay penalties for cutbacks
accumulated from January 18, 2006 until December 1, 2006. YPF has rejected
both claims. On September 15, 2008, AESU notified YPF the interruption of
the fulfillment of its commitments alleging delay and breach of YPF obligations.
The Company has rejected this notification. On December 4, 2008, YPF notified
that having ceased the force majeure conditions, pursuant to the contract
in force, it would suspend its delivery commitments, due to the repeated
breaches of AESU obligations. AESU has rejected this notification. On December
30, 2008, AESU rejected YPFs right to suspend its natural gas deliveries
and on March 20, 2009, notified YPF the termination of the contract. Subsequently,
AESU initiated an arbitration process in which it claims, among other matters
that the Company considers inappropriate, the payment of the deliver
or pay penalties mentioned above. YPF has also started an arbitration
process against AESU claiming, among other matters, the declaration that
the termination of the contract by AESU was unilateral and illegal under
its responsibility. Both arbitral complaints had been answered by the parties
by requesting their rejection. On April 6, 2011, the Arbitration Tribunal
appointed in YPF vs. AESU arbitration decided to sustain YPFs
motion, and determined the consolidation of all the related arbitrations
(AESU vs. YPF, TGM vs. YPF and YPF vs. AESU)
in YPF vs. AESU arbitration. Consequently, AESU and Transportadora
de Gas del Mercosur (TGM) desisted from and abandoned their
respective arbitrations, and all the matters claimed in the three proceedings
are to be solved in YPF vs. AESU arbitration. |
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Furthermore,
there are certain claims in relation with payments of natural gas transportation
contracts associated with exports of such hydrocarbon. Consequently, one
of the parties, Transportadora de Gas del Norte S.A. (TGN),
commenced mediation proceedings in order to determine the merits of such
claims. The mediation proceedings did not result in an agreement and YPF
was notified of the lawsuit filed against it, in which TGN is claiming the
fulfillment of contractual obligations and the payment of unpaid invoices,
according to their arguments, while reserving the right to claim for damages.
YPF has answered the mentioned claims, rejecting them based in the legal
impossibility for TGN to render the transportation service and in the termination
of the transportation contract determined by YPF and notified with a complaint
with ENARGAS. Additionally, the plaintiff notified YPF that it was terminating
the contract invoking YPFs fault, basing its decision on the alleged
lack of payment of transportation fees, reserving the right to claim for
damages. In YPFs Management opinion, the claims received up to date
will not have a material adverse effect on future results of operations. |
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Regarding
this issue, on April 8, 2009, YPF had filed a complaint against TGN with
ENARGAS, seeking the termination of the natural gas transportation contract
with TGN in connection with the natural gas export contract entered with
AESU and other parties. The termination of the contract with that company
is based on: (a) the impossibility for YPF to receive the service and for
TGN to render the transportation service, due to (i) the termination of
the natural gas contract with Sulgas/AESU and (ii) the legal impossibility
of assigning the transportation contract to other shippers because of the
regulations in effect, (b) the legal impossibility for TGN to render the
transportation service on a firm basis because of certain changes in law
in effect since 2004, and (c) the Teoría de la Imprevisión |
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available
under Argentine law, when extraordinary events render a partys obligations
excessively burdensome. |
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In addition,
there are other claims in connection with the natural gas market in which
YPF is party, which are not individually significant. |
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As of March
31, 2011, the Company has accrued costs for penalties associated with the
failure to deliver the contractual volumes of natural gas in the export
and domestic markets which are probable and can be reasonably estimated. |
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La Plata
and Quilmes environmental claims: |
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La Plata:
In relation with the operation of the refinery that the Company has
in La Plata, there are certain claims for compensation of 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 Secretariat
of the Province of Buenos Aires which put forward for consideration the
performance of a study for the characterization of environmental associated
risks. As previously mentioned, YPF has the right of indemnity for events
and claims prior to January 1, 1991, according to Law No. 24,145 and Decree
No. 546/1993. Besides, there are certain claims that could result in the
requirement to make additional investments connected with the operations
of La Plata Refinery. |
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On January
25, 2011, YPF entered into an agreement with the environmental agency of
the Government of the Province of Buenos Aires (Organismo Provincial
para el Desarrollo Sostenible (OPDS)), within the scope
of the Remediation, Liability and Environmental Risk Control Program, created
by Resolution 88/10 of the OPDS. Pursuant to the agreement, the parties
agreed to jointly perform an eight-year work program in the channels adjacent
to the La Plata refinery, including characterization and risk assessment
studies of the sediments. The agreement provides that, in the case that
a required remediation action is identified as a result of the risk assessment
studies, the different alternatives and available techniques will be considered,
as well as the steps needed for the implementation. Dating studies will
also be performed pursuant to the agreement, in order to determine responsibilities
of the Argentine Government in accordance with its obligation to hold YPF
harmless in accordance with the article 9 of the Privatization Law Nº
24,145. YPF has accrued the estimated cost of the characterization and risk
assessment studies mentioned above. The cost of the remediation actions,
if required, is recorded in those situations where the loss is probable
and can be reasonably estimated. |
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Quilmes:
Citizens which allege to be residents of Quilmes, Province of Buenos Aires,
have filed a lawsuit in which they have requested remediation of environmental
damages and also the payment of 47 plus interests as a compensation for
supposedly personal damages. They base their claim mainly on a fuel leak
in the poliduct running from La Plata to Dock Sud, currently operated by
YPF, which occurred in 1988 as a result of an illicit detected at that time,
being at that moment YPF a state-owned company. Fuel would have emerged
and became perceptible on November 2002, which resulted in remediation works
that are being performed by the Company in the affected area, supervised
by the environmental authority of the Province of Buenos Aires. The Argentine
Government has denied any responsibility to indemnify YPF for this matter,
and the Company has sued the Argentine Government to obtain a declaration
of invalidity of such decision. The award is still pending. On November
25, 2009, the proceedings were transferred to the Federal Court on Civil
and Commercial Matters No. 3, Secretariat No. 6 in Buenos Aires City and
on March 4, 2010, YPF answered the complaint and requested the citation
of the Argentine Government. In addition, other 34 judicial claims related
to similar matters have been brought against YPF amounting to approximately
17. Additionally, the Company is aware of the existence of other out of
court claims which are based on similar allegations. |
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The Company
has received several claims from the Administración Federal de Ingresos
Públicos (AFIP) and from provincial and municipal fiscal
authorities, which are not individually significant, and which have been
accrued based on the best information available as of the date of the issuance
of these financial statements. |
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Additionally,
YPFs Management, in consultation with its external counsels, believes
that the following contingencies and claims, individually significant, have
possible outcome: |
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Asociación
Superficiarios de la Patagonia (ASSUPA): In August 2003,
ASSUPA sued 18 companies operating exploitation concessions and exploration
permits in the Neuquén Basin, YPF being one of them, claiming the remediation
of the general environmental damage purportedly caused in the execution
of such activities, and subsidiary constitution of an environmental restoration
fund and the implementation of measures to prevent environmental damages
in the future. The plaintiff requested that the Argentine 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 Ombudsmans summon as well as the
requested preliminary injunction were rejected by the CSJN. YPF has answered
the demand requesting its rejection, opposing failure of the plaintiff and
requiring the summon of the Argentine Government, due to its obligation
to indemnify YPF for events and claims previous to January 1, 1991, according
to Law No. 24,145 and Decree No. 546/1993. The CSJN gave the plaintiffs
a term to correct the defects of the complaint. On August 26, 2008, the
CSJN decided that such defects had already been corrected and on February
23, 2009, ordered that certain provinces, the Argentine Government and the
Federal Environmental Council be summoned. Therefore, pending issues were
deferred until all third parties impleaded appear before the court. As of
the date of issuance of these financial statements, the provinces of Río
Negro, Buenos Aires, Neuquén, Mendoza, and the Argentine government
have made their presentations, which are not available to the Company yet.
The provinces of Neuquén and La Pampa have claimed lack of jurisdiction,
which has been answered by the plaintiff, and the claim is pending resolution. |
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Dock Sud environmental
claims: A group of neighbors of Dock Sud, Province of Buenos Aires,
have sued 44 companies, among which YPF is included, the Argentine Government,
the Province of Buenos Aires, the City of Buenos Aires and 14 municipalities,
before the CSJN, seeking the remediation and the indemnification of the
environmental collective damage produced in the basin of the Matanza and
Riachuelo rivers. Additionally, another group of neighbors of the Dock Sud
area, have filed two other environmental lawsuits, one of them desisted
in relation to YPF, claiming several companies located in that area, among
which YPF is included, the Province of Buenos Aires and several municipalities,
for the remediation and the indemnification of the environmental collective
damage of the Dock Sud area and for the individual damage they claim to
have suffered. At the moment, it is not possible to reasonably estimate
the outcome of these claims, as long as, if applicable, the corresponding
legal fees and expenses that might result. YPF has the right of indemnity
by the Argentine Government for events and claims previous to January 1,
1991, according to Law No. 24,145 and Decree No. 546/1993. |
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By means
of sentence dated July 8, 2008, the CSJN: |
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(i) |
Determined that the
Basin Authority (Law No. 26,168) should be in charge of the execution of
the program of environmental remediation of the basin, being the Argentine
Government, the Province of Buenos Aires and the City of Buenos Aires responsible
of its development; delegated in the Federal Court of First Instance of
Quilmes the knowledge of all the matters concerning the execution of the
remediation and reparation; declared that all the litigations related to
the execution of the remediation plan will accumulate and will proceed before
this court and established that this process produces that other collective
actions that have for object the environmental remediation of the basin
be dismissed (littispendentia); |
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(ii) |
Decided that the proceedings
related to the determination of the responsibilities derived from past behaviors
for the reparation of the environmental damage will continue before the
CSJN. |
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Other environmental
claims in La Plata: On June 6, 2007, YPF was served with a new complaint
in which 9 residents of the vicinity of La Plata refinery requested: i)
the cease of contamination and other harms they claim are attributable to
the refinery; and ii) the clean-up of the adjacent channels, Río Santiago
and Río de la Plata (soil, water and acquiferous, including those of
the refinery) or, if clean-up is impossible, indemnification for environmental
and personal damages. The plaintiff has quantified damages in 52 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 YPFs 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. The Court has accepted
the summon of the Argentine Government in this matter. Notwithstanding the
foresaid, the possibility of YPF being asked to afford these liabilities
is not discarded, in which case the Argentine Government must be asked to
reimburse the remediation expenses for liabilities existing prior to January
1, 1991. In addition, the claim partially overlaps with the request made
by a group of neighbors of La Plata Refinery on June 29, 1999, described
in the first paragraph of La Plata and Quilmes environmental claims.
Accordingly, YPF considers that the cases should be partially consolidated
to the extent that the claims overlap. Regarding claims not consolidated,
information and documents in order to answer the claim are being collected,
and for the time being, 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. |
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Additionally,
YPF is aware of an action that has not been served yet, in which the plaintiff
requests the clean-up of the channel adjacent to the La Plata refinery,
the Río Santiago, and other sectors near the coast line, and, if such
remediation is not possible, an indemnification of 500 or an amount to be
determined from the evidence produced in discovery. The claim partially
overlaps with the requests made by a group of neighbors of La Plata refinery
on June 29, 1999, described in the first paragraph of La Plata and
Quilmes environmental claims, and with the complaint served on June
6, 2007, mentioned in the previous paragraph. Accordingly, YPF considers
that if it is served in this proceeding or any other proceeding related
to the same subject matters, the cases should be consolidated to the extent
that the claims overlap. With respect to claims not consolidated, for the
time being, it is not possible to reasonably estimate the monetary outcome,
as long as, if applicable, estimate the corresponding legal fees and expenses
that might result. Additionally, YPF believes that most damages alleged
by the plaintiff, if proved, might be attributable to events that occurred
prior to YPFs privatization and would therefore be the responsibility
of the Argentine Government in accordance with the Privatization Law concerning
YPF. |
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In addition
to the information mentioned above, YPF has entered into an agreement with
the OPDS in connection with the claims of the channels adjacent to the La
Plata refinery, which is described in La Plata and Quilmes environmental
claims. |
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Hydrocarbons
concessions Provincial claims: YPF has been notified of the Resolution
No. 433/2008 issued by the Direction of Hydrocarbons, Ministry of Production
of the Province of Río Negro, concerning compliance with certain obligations
assumed as production concessionaire of the areas Barranca de los Loros,
Bajo del Piche, El Medanito and Los Caldenes, all of them located in the
Province of Río Negro. The resolution provides that YPF, among others,
has not complied with certain obligations as production concessionaire and
claims for damages to the environment. |
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Considering
the previous paragraph and the dispositions of the Law No. 17,319 (Law of
Hydrocarbons), YPF was requested to submit its discharge at risk of termination
of the mentioned concessions. However, the mentioned Law grants the concessionaire
and/or licensee the right, prior to termination of the concession, to cure
a contractual breach within a certain period of time after receiving notice
thereof. In this order, on May 29, 2008, YPF filed a request for nullification
of the Resolution No. 433/2008, since this resolution fail to grant YPF
the mentioned right. Additionally, on June 13, 2008, YPF submitted a response,
denying the mentioned charges and, on November 12, 2008, the Ministry of
Production ordered the initiation of the evidence production period. On
November 28, 2008, YPF requested the production of certain evidence and
the appointment of a technical expert. As of the issuance date of these
financial statements, YPF has argued certain aspects related with the production
of evidence. On May 12, 2009, the Company was notified of the issuance of
Resolution No. 31/09, ordering a time extension in the evidence production
period. On December 1, 2009, YPF filed with the requested documentary evidence
and stated that certain aspects related to the evidence production period
are still pending. On September 16, 2010, YPF submitted a presentation and
requested the termination of this claim based on: (a) the amounts invested
in the four areas between 2007 and 2010 and (b) the actions taken as regards
the environmental matters. |
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Claims
related to the gas market: |
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In addition
to the information described under the title Natural gas market
in this note, and in relation to the existence of clients with whom YPF
has commitments to deliver natural gas which, as a result of the Restrictions,
the Company has been forced to suspend totally or partially the corresponding
deliveries, invoking the existence of force majeure or fortuitous event,
and which, according to the estimation of the Management, constitute in
some cases contingencies with possible outcome, the Company is also involved
in the following litigations related to the natural gas market: |
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Arbitration process
initiated by TGM: YPF was notified of an arbitration process
brought by TGM against YPF before the International Chamber of Commerce
(ICC), claiming unpaid and outstanding invoices in an approximate
amount of US$ 10 million plus interest until the date of payment, in connection
with the payments of the invoices established in the natural gas transportation
contract entered into in September 1998 between YPF and TGM, associated
with the natural gas export contract entered into by YPF and AESU previously
mentioned. On April 8, 2009, YPF requested the rejection of this claim and
counterclaimed asking for the termination of the natural gas transportation
contract, based on the termination promoted by AESU and Companhía de
Gás do Estado do Río Grande do Sul (Sulgás) of
the natural gas export contract. Additionally, YPF registered a request
for arbitration at the ICC against TGM, amongst others. TGM answered the
arbitral complaint by requesting the rejection of all YPF claims and filed
a counterclaim against YPF asking the arbitral tribunal: that YPF indemnifies
TGM for all of the present and future damages derived from the termination
of the natural gas transportation contract and the agreement entered into
between the parties on October 2, 1998, by which YPF had agreed to pay TGM
non-capitalizable irrevocable contributions as a compensation for the extension
of the natural gas pipeline Proyecto Uruguayana; and that AESU/Sulgás
be severally obliged to indemnify TGM for all the damages caused to TGM
derived from the termination of the natural gas supply contract, in case
AESU or Sulgas are declared responsible for that termination. Additionally,
on July 10, 2009, TGM increased the amounts of its claim to US$ 17 million
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amount
of US$ 366 million as lost profit, a claim for which YPF believes it would
not be responsible. YPF rejected TGMs arguments. The Arbitration Tribunal
has been constituted and the parties agreed on the Terms of Reference in
coordination with the Arbitration Tribunal. On June 10, 2010, YPF submitted
its arguments on procedural grounds before the Arbitration Tribunal and
requested the Arbitration Tribunal to determine that it was not competent
to hear the claim. In case such motion is rejected, YPF has requested the
Arbitration Tribunal to suspend this arbitration until the ongoing arbitration
with TGM, among others, is solved. On the same date, TGM submitted a similar
request. On February 14, 2011, YPF was notified of the Arbitration Tribunals
decision to sustain the Companys motion, therefore suspending the
proceeding until the arbitration brought by YPF is solved. On April 6, 2011,
the Arbitration Tribunal appointed in YPF vs. AESU arbitration
decided to sustain YPFs motion, and determined the consolidation of
all the related arbitrations (AESU vs. YPF, TGM vs. YPF
and YPF vs. AESU) in YPF vs. AESU arbitration. Consequently,
AESU and TGM desisted from and abandoned their respective arbitrations,
and all the matters claimed in the three proceedings are to be solved in
YPF vs. AESU arbitration. |
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National Antitrust
Protection Board: On November 17, 2003, Antitrust Board requested explanations,
within the framework of an official investigation pursuant to Art. 29 of
the Antitrust Law, from a group of almost thirty natural gas production
companies, YPF among them, with respect to the following items: (i) the
inclusion of clauses purportedly restraining trade in natural gas purchase/sale
contracts; and (ii) observations on gas imports from Bolivia, in particular
(a) old expired contract signed by YPF, when it was state-owned, and YPFB
(the Bolivian state-owned oil company), under which YPF allegedly sold Bolivian
gas in Argentina at prices below the purchase price; and (b) the unsuccessful
attempts in 2001 by Duke and Distribuidora de Gas del Centro to import gas
into Argentina from Bolivia. On January 12, 2004, YPF submitted explanations
in accordance with Art. 29 of the Antitrust Law, contending that no antitrust
violations had been committed and that there had been no price discrimination
between natural gas sales in the Argentine market and the export market.
On January 20, 2006, YPF received a notification of resolution dated December
2, 2005, whereby the Antitrust Board (i) rejected the non bis in idem
petition filed by YPF, on the grounds that ENARGAS was not empowered to
resolve the issue when ENARGAS Resolution No. 1,289 was enacted; and (ii)
ordered that the opening of the proceedings be undertaken pursuant to the
provisions of Section 30 of the Antitrust Law. On January 15, 2007, the
Antitrust Board charged YPF and eight other producers with violations of
the Antitrust Law. YPF has contested the complaint on the basis that no
violation of the law took place and that the charges are barred by the applicable
statute of limitations, and has presented evidence in support of its position.
On June 22, 2007, YPF presented to the Antitrust Board, without acknowledging
any conduct in violation of the Antitrust Law, a commitment consistent with
Art. 36 of the Antitrust Law, requiring to the Antitrust Board to approve
the commitment, to suspend the investigation and to file the proceedings.
On December 14, 2007, the Antitrust Board decided to transfer the motion
to the Court of Appeals as a consequence of the appeal presented by YPF
against the rejection of the application of the statute of limitations. |
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In addition,
YPF is subject to other claims before the Antitrust Board which are related
to alleged price discrimination in sale of fuels. Upon the opinion of Management
and its legal advisors, such claims have been considered as possible contingencies. |
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Users and Consumerś
Association claim: The Users and Consumers Association (Unión
de Usuarios y Consumidores) claimed originally against Repsol YPF (then
extending its claim to YPF) the reimbursement of the overprice allegedly
charged to bottled LPG consumers between 1993 and 2001. The claim is for
an unspecified sum, amounting to 91 in the period 1993 to 1997 (this sum,
brought up-to-date would be approximately 321), together with an undetermined
amount for the period 1997 to 2001. The Company claimed the application
of the statute of limitations (as well as other defenses) since, at the
date of the extension of the claim, the two-year limit had already elapsed.
Notwithstanding, on August 6, 2009, the evidence production period commenced
and the evidence is now being produced. |
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Compañía
Mega claim: Compañía Mega has claimed YPF for cutbacks in
natural gas supply pursuant to their respective sales contract. YPF affirmed
that the deliveries of natural gas to Mega were affected by the interference
of the Argentine Government. Besides, YPF would not have any responsibility
based on the event of force majeure. Despite the fact that the Company has
material arguments of defense, taking into account the characteristics of
the claims, they have been considered as possible contingencies. |
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Other claims. YPF
has been subject to claims related to the lack of payment to employees who,
according to the interpretation made by the plaintiffs, were entitled to
wages for not being able to benefit from their time to rest while on duty.
The labour authority has issued an arbitral award imposing on the Company
the payment of the hours during which the employees were on duty as actually
worked time. YPF has submitted a motion to declare the decision null, which
has been rejected. Due to the foregoing, YPF has filed a lawsuit requesting
the judge declared the administrative decision void as well as a preliminary
injunction. As the said lawsuit was rejected, the Company has appealed that
decision. The judge granted the appeal, declaring the formal admissibility
of the lawsuit filed by YPF, as well as granting the preliminary injunction
requested, while establishing a supersedeas bond. If the said lawsuit is
finally rejected, the proceedings will continue through the ordinary justice. |
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Additionally,
the Company has received other labor, civil and commercial claims and several
claims from the AFIP and from provincial and municipal fiscal authorities,
not individually significant, which have not been accrued since Management,
based on the evidence available as of the date of issuance of these financial
statements, has considered them to be possible contingencies. |
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Environmental liabilities: |
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YPF is
subject to various provincial and national laws and regulations relating
to the protection of the environment. These laws and regulations may, among
other things, impose liability on companies for the cost of pollution clean-up
and environmental damages resulting from operations. Management believes
that the Companys operations are in substantial compliance with Argentine
laws and regulations currently in force relating to the protection of the
environment as such laws have historically been interpreted and enforced. |
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However,
the Company is periodically conducting new studies to increase its knowledge
concerning the environmental situation in certain geographic areas where
the Company operates in order to establish their status, causes and necessary
remediation and, based on the aging of the environmental issue, to analyze
the possible responsibility of Argentine Government, in accordance with
the contingencies assumed by the Argentine Government for liabilities existing
prior to December 31, 1990. Until these studies are completed and evaluated,
the Company cannot estimate what additional costs, if any, will be required.
However, it is possible that other works, including provisional remedial
measures, may be required. |
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In addition
to the hydrocarbon wells abandonment legal obligations for 5,546 as of March
31, 2011, the Company has accrued 481 corresponding to environmental remediation,
which evaluations and/or remediation works are probable and can also be
reasonably estimated, based on the Companys existing remediation program.
Legislative changes, on individual costs and/or technologies may cause a
re-evaluation of the estimates. The Company cannot predict what environmental
legislation or regulation will be enacted in the future or how future laws
or regulations will be administered. In the long-term, this potential changes
and ongoing studies could materially affect future results of operations. |
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Additionally,
certain environmental contingencies in the United States of America were
assumed by Tierra and Maxus, indirect controlled companies through YPF Holdings
Inc. (Note 3 to the consolidated financial statements). |
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Contractual commitments
and regulatory requirements: |
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Contractual commitments:
The Company has signed contracts by means of which it has committed
to buy certain products and services, and to sell natural gas, liquefied
petroleum gas and other products. Some of the mentioned contracts include
penalty clauses that stipulate compensations for a breach of the obligation
to receive, deliver or transport the product object of the contract. |
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In particular,
the Company has renegotiated certain natural gas export contracts, and has
agreed certain limited compensations in case of any delivery interruption
and/or suspension, for any reason, except for physical force majeure event.
The estimated losses for contracts in progress, if any, considering the
compensations mentioned above, are charged to the income of the year in
which are identified. |
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Natural gas regulatory
requirements: In addition to the regulations that affect the natural
gas market mentioned in Natural gas market (Note 9.a), on June
14, 2007, Resolution No. 599/2007 of the Secretariat of Energy was published
in the Official Gazette (the Resolution). This Resolution approved
an agreement with natural gas producers regarding the natural gas supply
to the domestic market during the period 2007 through 2011 (the Agreement
2007-2011). The purpose of this Agreement 2007-2011 is to guarantee
the normal supply of the natural gas domestic market during the period 2007
through 2011, considering the domestic market demand registered during 2006
plus the growth of residential and small commercial customers consumption
(the Priority Demand). According to the Resolution, the producers
that have signed the Agreement 2007-2011 commit to supply a part of the
Priority Demand according to certain percentage determined for each producer
based upon its share of production for the 36 months period prior to April
2004. In case of shortage to supply Priority Demand, natural gas exports
of producers that did not sign the Agreement 2007-2011 will be the first
to be called upon in order to satisfy such mentioned shortage. The Agreement
2007-2011 also establishes terms of effectiveness and pricing provisions
for the Priority Demand consumption. Considering that the Resolution anticipates
the continuity of the regulatory mechanisms that affect the exports, YPF
has appealed the Resolution and has expressly stated that the execution
of the Agreement 2007-2011 does not mean any recognition by YPF of the validity
of that Resolution. On June 22, 2007, the National Direction of Hydrocarbons
notified that the Agreement 2007-2011 reached the sufficient level of subscription. |
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Additionally,
on October 4, 2010, the Official Gazette published ENARGAS Resolution
No. 1410/2010 that approves the Procedimiento para Solicitudes, Confirmaciones
y Control de Gas which sets new rules for natural gas dispatch applicable
to all participants in the natural gas industry, imposing new and more severe
restrictions to the producers availability of natural gas, as follows.
By virtue of these procedures, distributors remain able to request all the
natural gas necessary to cover the Priority Demand even in the case of natural
gas volumes that exceed those that the Secretariat of Energy would have
allocated by virtue of the Agreement ratified by the Resolution No. 599/07.
Producers are obligated to confirm all the natural gas requested by distributors
to supply the Priority Demand. The producers shares in such volumes
follow the allocation criterion established by the Agreement 2007-2011.
It is not possible to predict the estimated demand of the Argentine market
that must be satisfied by the producers, whether or not the producer signed
the Agreement 2007-2011. Once the Priority Demand has been supplied, the
volumes requested by the rest of the segments must be confirmed, leaving
the exports last in order of priority. In case the programmings do not yield
sustainable results, with respect to the objective of maintaining the equilibrium
and preserving the operation of the transportation and distribution systems,
the necessary reprogrammings and redirections will take place. In case the
producers confirmations are of a lower volume than requested, the
transporters will be in charge of making confirmations adequate by redirecting
natural gas until the volume required by distributors according to Priority
Demand is completed. This greater volume will have to be withdrawn from
the confirmations made by that producer to other clients. If the producer
would not have confirmed natural gas to other clients from the same basin,
the lacking volume will be requested to the rest of the natural gas producers. |
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Therefore,
this procedure imposes a supply obligation that is jointly liable for all
producers in case any producer supplies natural gas in a deficient way.
YPF has challenged the validity of Resolution No. 1410/2010. |
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Liquid hydrocarbons
regulatory requirements: Resolution No. 1,679/04 of the Secretariat
of Energy reinstalled the registry of diesel and crude oil export transactions
created by Executive Decree No. 645/02, and mandated that producers, sellers,
refining companies and any other market agent that wishes to export diesel
or crude oil to register such transaction and to demonstrate that domestic
demand has been satisfied and that they have offered the product to be exported
to the domestic market. In addition, Resolution No. 1,338/06 of the Secretariat
of Energy added other petroleum products to the registration regime created
by Executive Decree No. 645/02, including gasoline, fuel oil and its derivatives,
diesel, aviation fuel, asphalts, certain petrochemicals, certain lubricants,
coke and petrochemical derivatives. Resolution No. 715/07 of the Secretariat
of Energy empowered the National Refining and Marketing Director to determine
the amounts of diesel to be imported by each company, in specific periods
of the year, to compensate exports of products included under the
regime of Resolution No. 1,679/04; the fulfillment of this obligation to
import diesel is necessary to obtain authorization to export the products
included under Decree No. 645/02. In addition, certain regulations establish
that exports are subordinated to the supply of the domestic market. In this
way, Resolution No. 25/06 of the Secretariat of Domestic Commerce, issued
on October 11, 2006, imposes on each Argentine refining and/or retail company
the obligation to supply all reasonable diesel fuel demand, by supplying
certain minimum volumes (which at least should be volumes supplied the year
before plus the positive correlation between diesel demand and GDP accumulated
from the month reference). The mentioned commercialization should be done
without altering or affecting the normal operation of the diesel market. |
|
|
Additionally,
Rule 168/04 requires companies intending to export LPG to first obtain an
authorization from the Secretariat of Energy, by demonstrating that local
demand was satisfied or that an offer to sell LPG to local demand has been
made and rejected. |
|
|
In January
2008, the Secretariat of Domestic Commerce issued Resolution No.14/2008,
whereby the refining companies were instructed to optimize their production
in order to obtain maximum volumes according to their capacity. |
|
|
Other regulatory
requirements: In connection with certain natural gas export contracts
from the Noroeste basin in Argentina, YPF presented to the Secretariat of
Energy the accreditation of the existence of natural gas reserves
of that basin in adherence to export permits. In case the Secretariat of
Energy considers that the natural gas reserves are insufficient, it could
resolve the expiration or partial or total suspension of one or several
export permits. The Secretariat of Energy limited preventively the exportable
volumes of natural gas in a 20% by Note No. 1,009/2006. All of this is connected
with the export authorization given by Resolution No. 167/1997 of the Secretariat
of Energy (80% of the maximum exportable quantities still remain). |
|
|
During
2005, the Secretariat of Energy by means of Resolution No. 785/2005 modified
by Resolution No. 266/2008 of the Ministry of Federal Planning, Public Investment
and Services, created the National Program of Hydrocarbons and its derivatives
Warehousing Aerial Tank Loss Control, measure aimed at reducing and correcting
environmental pollution caused by hydrocarbons and its derivatives warehousing-aerial
tanks. The Company has begun to develop and implement a technical and environmental
audit plan as required by the resolution. |
|
|
Operating leases:
As of March 31, 2011, the main lease contracts correspond to the rental
of oil and gas production and drilling equipment, ships, natural gas compression
equipment and real estate for service stations. Charge recognized under
these contracts for the year ended March 31, 2011, amounted to 410 and has
been recognized in Rental of real estate and equipment and Operation
services and other service contracts. |
49
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|
|
As of March
31, 2011, estimated future payments related to these contracts are as follows: |
|
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 |
1,066 |
|
663 |
|
281 |
|
114 |
|
65 |
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agreements of extension
of concessions: 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 Argentine Government, the Province
of Neuquén and YPF on December 5, 2000. Under this agreement, YPF paid
US$ 300 million to the Argentine 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 a disbursement
and 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. |
|
|
Additionally,
in 2008 and 2009, the Company entered into a series of agreements
with the Province of Neuquén, to extend for ten additional years the
term of the production concessions on several areas located in that province,
which, as result of the above mentioned agreement, will expire between 2026
and 2027. As a condition for the extension of these concessions the Company
undertook the following commitments upon the execution of the agreements:
i) to make to the Province total initial payments of US$ 204 million; ii)
to pay in cash to the Province an Extraordinary Production Royalty
of 3% of the production of the areas involved. In addition, the parties
agreed to make adjustments of up to an additional 3% in the event of an
extraordinary income according to the mechanisms and reference values established
in each signed agreement; iii) to carry out exploration activities in the
remaining exploration areas and make certain investments and expenditures
in the production concessions that are the purpose of the agreements in
a total amount of US$ 3,512 million until the expiring date of the concessions;
and iv) to make Corporate Social Responsibility contributions to the Province
of Neuquén in a total amount of US$ 23 million. |
10. |
RESTRICTIONS ON
UNAPPROPRIATED RETAINED EARNINGS |
In accordance with the provisions
of Law No. 19,550, 5% of net income for each fiscal year has to be appropriated
to the legal reserve until such reserve reaches 20% of the Companys capital
(subscribed capital plus adjustment to contributions). The legal reserve is
fully integrated amounting to 2,243 (additionally see Note 11).
Additionally, pursuant to
the regulations on the CNV, when the net balance of the Deferred earnings, at
the end of a period or year were negative, there would be a restriction to the
distribution of the unappropriated retained earnings for the amount of such
negative balance.
Under Law No. 25,063, dividends
distributed, either in cash or in kind, in excess of accumulated taxable income
as of the end of the year immediately preceding the dividend payment or distribution
date, shall be subject to a 35% income tax withholding as a sole and final payment,
except for those distributed to shareholders resident in countries benefited
from conventions for the avoidance of double taxation, which will be subject
to a minor tax rate.
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|
|
Extension of Exploitation
Concessions in the province of Mendoza: In April 2011, YPF entered into
a Memorandum of Agreement with the province of Mendoza to extend the term
of the exploitation concessions identified below, and the transportation
concessions located within the province, which will become effective upon
its approval, through the issuance of the corresponding executive decree,
in a maximum term of 90 days. |
|
|
The Memorandum
of Agreement between YPF and the province of Mendoza provides, inter
alia, the following: |
|
|
|
Concessions involved:
el Portón, Barrancas, Cerro Fortunoso, el Manzano, La Brea, Llancanelo,
Llancanelo R, Puntilla de Huincán, Río Tunuyan, Valle del Río
Grande, Vizcacheras, Cañadón Amarillo, Altiplanicie del Payún,
Chihuido de la Sierra Negra, Puesto Hernández and La Ventana; |
|
|
|
Exploitation and transportation
concessions terms are extended for a 10-year term; and |
|
|
|
YPF has undertaken:
(i) to make initial payments to the province of Mendoza in an aggregate
amount of approximately of US$ 135 million, on the date specified in the
Memorandum of Agreement; (ii) to pay the province of Mendoza an Extraordinary
Production Royalty of 3% of the production of the areas affected by
the Memorandum of Agreement. In addition, the parties agreed to make additional
adjustments in the event of extraordinary income due to lower export duties
or a higher monthly average price of crude oil and/or natural gas according
to a mechanism and reference values established in the Memorandum of Agreement;
(iii) to carry out exploration activities and make certain investments and
expenditures in a total amount of US$ 4,113 million until the expiration
of the extended term, as stipulated in the Memorandum of Agreement; (iv)
to donate US$ 16 million to a Social Infrastructure Investment Fund,
payable on the same dates, terms and conditions as the initial payments.
Such donations are aimed at satisfying education, health, sports, culture,
equipment and other community needs in the province of Mendoza, and; (v)
to make payments equal to 0.3% of the annual amount paid as Extraordinary
Production Royalty in order to fund the purchase of equipment and
finance training activities, logistics and operational expenses in certain
government agencies of the province of Mendoza specified in the Memorandum
of Agreement. |
|
|
On April 26, 2011,
the Ordinary Shareholderś meeting decided to absorb in the account
Adjustment to contributions the effect corresponding to the
deferred income tax liability originated in the application of the method
for restatement in constant Argentine pesos, which was recorded against
Unappropriated retained earnings during the year ended December
31, 2010 in accordance with General Resolution No. 576/2010 (Note 1.b) in
an amount of 1,180. Additionally, the Ordinary Shareholdeŕs meeting
decided to transfer 236 into Unappropriated retained earnings, corresponding
to the excess of the Legal reserve after giving effect to the absorption
mentioned above, the reversal of the Reserve for future dividends as of
December 31, 2010 in an amount of 596 and the appropriation of a reserve
for future dividends in an amount of 6,622, empowering the Board of Directors
to determine the opportunity of payment until the next Ordinary Shareholderś
meeting, taking into consideration the financial conditions and the availability
of funds as well as operating results, investments and other aspects that
might be considered relevant for the development of the Company, or the
application according to Art. 224 second paragraph of Law No. 19,550 and
in accordance with the regulations of the CNV. |
|
|
On April 26, 2011,
the Board of Directorś meeting of the Company decided the payment of
a cash dividend of 7 Argentine pesos per share, for all classes of shares,
that will become effective on May 6, 2011, or in a later date that might
result for the application of the regulations applicable in the jurisdiction
where the Companýs shares are traded. |
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As of the date of the issuance
of these financial statements, there are no significant subsequent events, other
than the ones previously mentioned, that require adjustments or disclosure in
the financial statements of the Company as of March 31, 2011, if applicable,
which were not already considered in those financial statements according to
the generally accepted accounting principles in Argentina.
12. |
DIFFERENCES BETWEEN
ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANY AND GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN OTHER PLACES |
These financial statements
are presented on the basis of generally accepted accounting principles in Argentina,
but do not conform to certain generally accepted accounting principles in other
places. The effects of the differences between generally accepted accounting
principles in Argentina and generally accepted accounting principles in other
places in which these financial statements may be used have not been quantified.
Accordingly, these financial statements are not intended to present the information
on the Companys financial position, and the related results of its operations
and cash flows in accordance with generally accepted accounting principles in
places other than in Argentina.
|
ANTONIO
GOMIS SÁEZ
Director
|
|
52
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English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
BALANCE
SHEET AS OF MARCH 31, 2011 AND COMPARATIVE INFORMATION
FIXED ASSETS EVOLUTION |
(amounts
expressed in million of Argentine pesos Note 1.a) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
|
2011 |
|
|
|
|
|
Cost |
|
|
|
|
Main
account |
Amounts
at beginning of year |
|
Increases |
|
Net
decreases, reclassifications and transfers |
|
Amounts
at end of period |
|
|
|
|
|
|
|
|
|
|
Land and
buildings |
2,979 |
|
|
|
5 |
|
2,984 |
|
Mineral
property, wells and related equipment |
65,526 |
|
|
|
1,080 |
|
66,606 |
|
Refinery
equipment and petrochemical plants |
9,931 |
|
|
|
125 |
|
10,056 |
|
Transportation
equipment |
1,887 |
|
|
|
21 |
|
1,908 |
|
Materials
and equipment in warehouse |
1,305 |
|
425 |
|
(278 |
) |
1,452 |
|
Drilling
and work in progress |
5,485 |
|
1,336 |
|
(1,068 |
) |
5,753 |
|
Exploratory
drilling in progress(4) |
238 |
|
105 |
|
(53 |
) |
290 |
|
Furniture,
fixtures and installations |
835 |
|
2 |
|
70 |
|
907 |
|
Selling
equipment |
1,532 |
|
|
|
17 |
|
1,549 |
|
Other
property |
946 |
|
5 |
|
(71 |
) |
880 |
|
|
|
|
|
|
|
|
|
|
Total
2011 |
90,664 |
|
1,873 |
|
(152)(1) |
|
92,385 |
|
|
|
|
|
|
|
|
|
|
Total
2010 |
81,984 |
|
1,374 |
|
(78 |
) |
83,280 |
|
|
|
|
|
|
|
|
|
|
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
Main
account |
Accumulated
at beginning of year |
|
Net
decreases,
reclassifications and transfers |
|
Depreciation
rate |
|
Increases |
|
Accumulated
at end of period |
|
Net
book value as of 03-31-11 |
|
Net
book value as of 03-31-10 |
|
Net
book value as of 12-31-10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and
buildings |
1,057 |
|
|
|
2 |
% |
16 |
|
1,073 |
|
1,911 |
|
1,834 |
|
1,922 |
|
Mineral
property, wells and related equipment |
48,898 |
|
|
|
(2 |
) |
1,118 |
|
50,016 |
|
16,590 |
(3) |
15,319 |
(3) |
16,628 |
(3) |
Refinery
equipment and petrochemical plants |
6,938 |
|
|
|
4
5 |
% |
120 |
|
7,058 |
|
2,998 |
|
2,858 |
|
2,993 |
|
Transportation
equipment |
1,429 |
|
1 |
|
4
5 |
% |
15 |
|
1,445 |
|
463 |
|
484 |
|
458 |
|
Materials
and equipment in warehouse |
|
|
|
|
|
|
|
|
|
|
1,452 |
|
823 |
|
1,305 |
|
Drilling
and work in progress |
|
|
|
|
|
|
|
|
|
|
5,753 |
|
4,141 |
|
5,485 |
|
Exploratory
drilling in progress(4) |
|
|
|
|
|
|
|
|
|
|
290 |
|
160 |
|
238 |
|
Furniture,
fixtures and installations |
665 |
|
|
|
10 |
% |
22 |
|
687 |
|
220 |
|
186 |
|
170 |
|
Selling
equipment |
1,237 |
|
|
|
10 |
% |
15 |
|
1,252 |
|
297 |
|
300 |
|
295 |
|
Other
property |
317 |
|
(5 |
) |
10 |
% |
6 |
|
318 |
|
562 |
|
339 |
|
629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2011 |
60,541 |
|
(4)(1) |
|
|
|
1,312 |
|
61,849 |
|
30,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2010 |
55,629 |
|
(4 |
) |
|
|
1,211 |
|
56,836 |
|
|
|
26,444 |
|
30,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 4 of net book
value charged to fix assets allowances for the period ended March 31, 2011. |
(2) |
Depreciation has been
calculated according to the unit of production method (Note 2.e). |
(3) |
Includes 967, 1,077
and 1,000 of mineral property as of March 31, 2011 and 2010 and December
31, 2010, respectively. |
(4) |
At the end of the three-month
period ended March 31, 2011, there are 17 exploratory wells in progress.
During that period 4 wells were drilled, 3 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 account. |
|
|
|
|
ANTONIO
GOMIS SÁEZ
Director
|
|
53
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English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
BALANCE
SHEETS AS OF MARCH 31, 2011 AND DECEMBER 31, 2010
INVESTMENTS IN SHARES AND HOLDINGS IN OTHER COMPANIES |
(amounts
expressed in million of Argentine pesos, except where otherwise indicated
Note 1.a) |
(The
financial statements as of March 31, 2011 are unaudited) |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information
of the Issuer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
of the Securities |
|
|
|
|
|
|
|
|
|
Last
Financial Statements Available |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.(7) |
Common |
|
Bs.
100 |
|
2,512,290 |
|
279 |
(3) |
1,173 |
|
Investment |
|
Av.
José Estensoro 100, Santa Cruz de la Sierra, República de Bolivia |
|
12-31-10 |
|
141 |
|
5 |
|
269 |
|
99.99% |
(10) |
268 |
(3) |
YPF Holdings
Inc.#(8) |
Common |
|
US$
0.01 |
|
810,614 |
|
|
(9) |
2,430 |
|
Investment
and finance |
|
1330
Lake Robbins Drive, Suite 300, The Woodlands, Texas, U.S.A. |
|
03-31-11 |
|
3,253 |
|
(33 |
) |
(350 |
) |
100 |
% |
|
(9) |
Operadora
de Estaciones de Servicios S.A. |
Common |
|
$
1 |
|
163,701,747 |
|
327 |
(3) |
|
|
Commercial
management of YPFs gas stations |
|
Macacha
Güemes 515, Buenos Aires, Argentina |
|
03-31-11 |
|
164 |
|
39 |
|
335 |
|
99.99% |
(10) |
288 |
(3) |
A-Evangelista
S.A. |
Common |
|
$
1 |
|
8,683,698 |
|
272 |
(3) |
4 |
|
Engineering
and construction services |
|
Macacha
Güemes 515, Buenos Aires, Argentina |
|
03-31-11 |
|
9 |
|
34 |
|
273 |
|
99.91% |
(10) |
238 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
878 |
|
3,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jointly
controlled companies: |
|
|
Compañía
Mega S.A.(6) |
Common |
|
$
1 |
|
77,292,000 |
|
345 |
|
|
|
Separation,
fractionation and transportation of natural gas liquids |
|
San
Martín 344, P. 10°, Buenos Aires, Argentina |
|
12-31-10 |
|
203 |
|
311 |
|
786 |
|
38.00 |
% |
298 |
|
Profertil
S.A. |
Common |
|
$
1 |
|
391,291,320 |
|
430 |
(3) |
|
|
Production
and marketing of fertilizers |
|
Alicia
Moreau de Justo 740, P. 3º, Buenos Aires, Argentina |
|
12-31-10 |
|
783 |
|
442 |
|
1,054 |
|
50.00 |
% |
461 |
(3) |
Refinería
del Norte S.A. |
Common |
|
$
1 |
|
45,803,655 |
|
279 |
(3) |
|
|
Refining |
|
Maipú
1, P. 2°, Buenos Aires, Argentina |
|
09-30-10 |
|
92 |
|
141 |
|
520 |
|
50.00 |
% |
249 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
under significant influence: |
|
|
Oleoductos
del Valle S.A. |
Common |
|
$
10 |
|
4,072,749 |
|
83 |
(1)(3) |
|
|
Oil
transportation by pipeline |
|
Florida
1, P. 10°, Buenos Aires, Argentina |
|
12-31-10 |
|
110 |
|
(15 |
) |
282 |
|
37.00 |
% |
83 |
(1)(3) |
Terminales
Marítimas Patagónicas S.A. |
Common |
|
$
10 |
|
476,034 |
|
48 |
(3) |
|
|
Oil
storage and shipment |
|
Av.
Leandro N. Alem 1180, P.11°, Buenos Aires, Argentina |
|
12-31-10 |
|
14 |
|
24 |
|
150 |
|
33.15 |
% |
47 |
(3) |
Oiltanking
Ebytem S.A. |
Common |
|
$
10 |
|
351,167 |
|
29 |
|
4 |
|
Hydrocarbon
transportation and storage |
|
Terminal
Marítima Puerto Rosales Provincia de Buenos Aires, Argentina |
|
12-31-10 |
|
12 |
|
20 |
|
117 |
|
30.00 |
% |
32 |
|
Gasoducto
del Pacífico (Argentina) S.A. |
Preferred |
|
$
1 |
|
15,579,578 |
|
4 |
(3) |
|
|
Gas
transportation by pipeline |
|
Av.
Leandro N. Alem 928, P. 7°, Buenos Aires, Argentina |
|
06-30-10 |
|
156 |
|
2 |
|
94 |
|
10.00 |
% |
4 |
(3) |
Central
Dock Sud S.A. |
Common |
|
$
0.01 |
|
2,822,342,992 |
|
|
(9) |
46 |
|
Electric
power generation and bulk marketing |
|
Reconquista
360, P. 6º, Buenos Aires, Argentina |
|
09-30-10 |
|
356 |
|
9 |
|
142 |
|
9.98% |
(5) |
|
(9) |
Inversora
Dock Sud S.A. |
Common |
|
$
1 |
|
103,501,823 |
|
91 |
(3) |
193 |
|
Investment
and finance |
|
Reconquista
360, P. 6º, Buenos Aires, Argentina |
|
09-30-10 |
|
241 |
|
21 |
|
187 |
|
42.86 |
% |
89 |
(3) |
Pluspetrol
Energy S.A. |
Common |
|
$
1 |
|
30,006,540 |
|
292 |
(3) |
|
|
Exploration
and exploitation of hydrocarbons and electric power generation, production
and marketing |
|
Lima
339, Buenos Aires, Argentina |
|
09-30-10 |
|
67 |
|
83 |
|
725 |
|
45.00 |
% |
281 |
(3) |
Oleoducto
Trasandino (Argentina) S.A. |
Preferred |
|
$1 |
|
27,018,720 |
|
14 |
(3) |
|
|
Oil
transportation by pipeline |
|
Macacha
Güemes 515, P. 3º, Buenos Aires, Argentina |
|
12-31-10 |
|
76 |
|
(5 |
) |
38 |
|
36.00 |
% |
14 |
(3) |
Other
companies: |
|
|
Others
(4) |
|
|
|
|
|
|
38 |
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
599 |
|
274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,531 |
|
3,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Holding in shareholders
equity, net of intercompany profits. |
(2) |
Cost net of cash dividends
and stock redemption from long-term investments restated in accordance with
Note1.a. |
(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., Oleoducto Trasandino (Chile)
S.A., YPF Services USA Corp., YPF Servicios Petroleros S.A., Bizoy S.A.,
Civeny S.A., Bioceres S.A. and YPF Brasil Comercio de Derivados de Petróleo
Ltda. |
(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) |
Company defined as
integrated as indicated in Note 2.d). |
(8) |
Company defined as
non-integrated as indicated in Note 2.d). |
(9) |
As of March 31, 2011
and December 31,2010 holding in negative shareholders equity was disclosed
in Accounts payable after adjustments in shareholders
equity to conform to YPF accounting methods. |
(10) |
Direct and indirect
holding of YPF in these companies amounts to 100%. |
|
ANTONIO
GOMIS SÁEZ
Director
|
|
54
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
BALANCE
SHEETS AS OF MARCH 31, 2011 AND 2010 |
ALLOWANCES
AND ACCRUALS FOR CONTINGENCIES |
(amounts
expressed in million of Argentine pesos Note 1.a) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
|
2011 |
|
2010 |
|
|
|
|
|
|
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 |
421 |
|
34 |
|
7 |
|
448 |
|
394 |
|
For other
doubtful accounts |
88 |
|
|
|
|
|
88 |
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
509 |
|
34 |
|
7 |
|
536 |
|
482 |
|
|
|
|
|
|
|
|
|
|
|
|
Deducted
from noncurrent assets: |
|
|
For valuation
of other receivables to their
estimated realizable value |
15 |
|
|
|
|
|
15 |
|
16 |
|
For reduction
in value of holdings in
long-term investments |
13 |
|
|
|
|
|
13 |
|
13 |
|
For unproductive
exploratory drilling |
3 |
|
|
|
3 |
|
|
|
3 |
|
For obsolescence
of materials and equipment |
99 |
|
3 |
|
4 |
|
98 |
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
130 |
|
3 |
|
7 |
|
126 |
|
69 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
deducted from assets, 2011 |
639 |
|
37 |
|
14 |
|
662 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
deducted from assets, 2010 |
577 |
|
23 |
|
49 |
|
|
|
551
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for losses current: |
|
|
For various
specific contingencies (Note 9.a) |
81 |
|
5 |
|
|
|
86 |
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
81 |
|
5 |
|
|
|
86 |
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
for losses noncurrent: |
|
|
For pending
lawsuits and various |
|
|
specific
contingencies (Note 9.a) |
2,114 |
|
151 |
|
77 |
|
2,188 |
|
1,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,114 |
|
151 |
|
77 |
|
2,188 |
|
1,824 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
included in liabilities, 2011 |
2,195 |
|
156 |
|
77 |
|
2,274 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
included in liabilities, 2010 |
1,736 |
|
243 |
|
57 |
|
|
|
1,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
ANTONIO
GOMIS SÁEZ
Director
|
|
55
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
STATEMENTS
OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts
expressed in million of Argentine pesos Note 1.a) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
|
2011 |
|
2010 |
|
|
|
|
|
|
Inventories
at beginning of year |
3,462 |
|
2,818 |
|
Purchases
for the period |
3,351 |
|
1,672 |
|
Production
costs (Exhibit H) |
4,971 |
|
4,154 |
|
Holding
gains (losses) on inventories |
215 |
|
(7 |
) |
Inventories
at end of period |
(4,246 |
) |
(2,928 |
) |
|
|
|
|
|
Cost of
sales |
7,753 |
|
5,709 |
|
|
|
|
|
|
|
ANTONIO
GOMIS SÁEZ
Director
|
|
56
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
BALANCE
SHEETS AS OF MARCH 31, 2011 AND DECEMBER 31, 2010 |
FOREIGN
CURRENCY ASSETS AND LIABILITIES |
(amounts
expressed in million) |
(The
financial statements as of March 31, 2011 are unaudited) |
|
Foreign
currency and amount |
|
|
|
|
|
|
Account |
2010 |
|
2011 |
|
Exchange
rate in pesos as of 03-31-11 |
|
Book
value as of 03-31-11 |
|
|
|
|
|
|
|
|
|
|
Current
Assets |
|
|
Cash |
US$43 |
|
US$50 |
|
4.01 |
(1) |
200 |
|
Investments |
US$409 |
|
US$507 |
|
4.01 |
(1) |
2,033 |
|
Trade
receivables |
US$517 |
|
US$649 |
|
4.01 |
(1) |
2,602 |
|
|
1 |
|
5 |
|
5.70 |
(1) |
28 |
|
Other
receivables |
US$401 |
|
US$572 |
|
4.01 |
(1) |
2,294 |
|
|
2 |
|
2 |
|
5.70 |
(1) |
11 |
|
|
|
|
|
|
|
|
|
|
Total
current assets |
|
|
|
|
|
|
7,168 |
|
|
|
|
|
|
|
|
|
|
Noncurrent
Assets |
|
|
Other
receivables |
US$225 |
|
US$160 |
|
4.01 |
(1) |
642 |
|
|
|
|
|
|
|
|
|
|
Total
noncurrent assets |
|
|
|
|
|
|
642
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
|
|
|
|
|
7,810 |
|
|
|
|
|
|
|
|
|
|
Current
Liabilities |
|
|
Accounts
payable |
US$1,004 |
|
US$958 |
|
4.05 |
(2) |
3,880 |
|
|
48 |
|
40 |
|
5.75 |
(2) |
230 |
|
Loans |
US$1,155 |
|
US$1,264 |
|
4.05 |
(2) |
5,120 |
|
Accruals
for losses |
US$3 |
|
US$3 |
|
4.05 |
(2) |
12 |
|
|
|
|
|
|
|
|
|
|
Total
current liabilities |
|
|
|
|
|
|
9,242 |
|
|
|
|
|
|
|
|
|
|
Noncurrent
Liabilities |
|
|
Accounts
payable |
US$705 |
|
US$770 |
|
4.05 |
(2) |
3,118 |
|
Loans |
US$369 |
|
US$449 |
|
4.05 |
(2) |
1,820 |
|
Accruals
for losses |
US$314 |
|
US$314 |
|
4.05 |
(2) |
1,273 |
|
|
|
|
|
|
|
|
|
|
Total
noncurrent liabilities |
|
|
|
|
|
|
6,211 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
|
|
|
15,453 |
|
|
|
|
|
|
|
|
|
|
(1) |
Buying exchange rate. |
(2) |
Selling exchange rate. |
|
ANTONIO
GOMIS SÁEZ
Director
|
|
57
Back
to Contents
English
translation of the financial statements originally filed in Spanish with
the Argentine Securities Commission (CNV),
except for the inclusion of Note 12 to the primary financial statements
in the English translation.
In case of discrepancy, the financial statements filed with the CNV prevail
over this translation. |
STATEMENTS
OF INCOME FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010 |
(amounts
expressed in million of Argentine pesos Note 1.a) |
(The
financial statements as of March 31, 2011 and March 31, 2010 are unaudited) |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Production
costs |
|
Administrative
expenses |
|
Selling
expenses |
|
Exploration
expenses |
|
Total |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and social security taxes |
314 |
|
119 |
|
76 |
|
17 |
|
526 |
|
375 |
|
Fees and
compensation for services |
37 |
|
104 |
(1) |
15 |
|
|
|
156 |
|
139 |
|
Other
personnel expenses |
116 |
|
16 |
|
6 |
|
4 |
|
142 |
|
106 |
|
Taxes,
charges and contributions |
94 |
|
11 |
|
121 |
|
|
|
226 |
|
190 |
|
Royalties
and easements |
839 |
|
|
|
2 |
|
4 |
|
845 |
|
739 |
|
Insurance |
28 |
|
2 |
|
|
|
|
|
30 |
|
35 |
|
Rental
of real estate and equipment |
173 |
|
|
|
20 |
|
|
|
193 |
|
123 |
|
Survey
expenses |
|
|
|
|
|
|
2 |
|
2 |
|
3 |
|
Depreciation
of fixed assets |
1,250 |
|
29 |
|
33 |
|
|
|
1,312 |
|
1,211 |
|
Industrial
inputs, consumable materials and supplies |
221 |
|
1 |
|
16 |
|
|
|
238 |
|
164 |
|
Operation
services and other service contracts |
617 |
|
10 |
|
30 |
|
|
|
657 |
|
510 |
|
Preservation,
repair and maintenance |
732 |
|
12 |
|
20 |
|
2 |
|
766 |
|
598 |
|
Contractual
commitments |
32 |
|
|
|
|
|
|
|
32 |
|
73 |
|
Unproductive
exploratory drillings |
|
|
|
|
|
|
19 |
|
19 |
|
|
|
Transportation,
products and charges |
253 |
|
|
|
357 |
|
|
|
610 |
|
512 |
|
Charge
(credit) for allowance for doubtful trade receivables |
|
|
|
|
18 |
|
|
|
18 |
|
(2 |
) |
Publicity
and advertising expenses |
|
|
23 |
|
14 |
|
|
|
37 |
|
28 |
|
Fuel,
gas, energy and miscellaneous |
265 |
|
17 |
|
19 |
|
6 |
|
307 |
|
277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2011 |
4,971 |
|
344 |
|
747 |
|
54 |
|
6,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
2010 |
4,154 |
|
262 |
|
621 |
|
44 |
|
|
|
5,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes 4 of Directors
and Statutory Auditors fees. |
|
ANTONIO
GOMIS SÁEZ
Director
|
|
58
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
YPF Sociedad Anónima
|
|
|
|
|
|
|
|
|
|
Date:
May 13, 2011
|
|
By:
|
|
|
|
|
|
Name:
|
|
Guillermo Reda
|
|
|
|
Title:
|
|
Chief Financial Officer
|
|