Form
20-F
|
X
|
Form
40-F
|
Yes
|
No
|
X
|
Yes
|
No
|
X
|
Yes
|
No
|
X
|
Item
|
|
1
|
Financial
Statements as of June 30, 2008 and Comparative Information, Report of
Independent Public Accountants and Statutory Audit Committee's
Report
|
SOCIEDAD
ANONIMA
Financial
Statements as of June 30, 2008
and
Comparative Information
Limited Review
Report on Interim Period
Financial
Statements
Statutory
Audit Committee's Report
|
1.
|
Identification
of financial statements subject to limited
review
|
2.
|
Scope
of our work
|
3.
|
Limited
review report
|
Page
|
|
- Cover
|
1
|
- Consolidated
balance sheets
|
2
|
- Consolidated
statements of income
|
3
|
- Consolidated
statements of cash flows
|
4
|
- Notes to
consolidated financial statements
|
5
|
- Exhibits
to consolidated financial statements
|
16
|
- Balance
sheets
|
18
|
- Statements
of income
|
19
|
- Statements
of changes in shareholders' equity
|
20
|
- Statements
of cash flows
|
21
|
- Notes to
financial statements
|
22
|
- Exhibits
to financial statements
|
48
|
- Ratification
of lithographed signatures
|
54
|
Subscribed,
paid-in and
authorized
for stock
exchange
listing
(Note 4 to
primary
financial
statements)
|
||||
-Shares of
Common Stock, Argentine pesos 10 par value,
1 vote per
share
|
3,933,127,930 |
2008
|
2007
|
|||||||
Current
Assets
|
||||||||
Cash
|
105 | 196 | ||||||
Investments
(Note 2.a)
|
519 | 655 | ||||||
Trade
receivables (Note 2.b)
|
3,179 | 3,235 | ||||||
Other
receivables (Note 2.c)
|
2,053 | 4,361 | ||||||
Inventories
(Note 2.d)
|
2,854 | 2,573 | ||||||
Total current
assets
|
8,710 | 11,020 | ||||||
Noncurrent
Assets
|
||||||||
Trade
receivables (Note 2.b)
|
27 | 32 | ||||||
Other
receivables (Note 2.c)
|
854 | 809 | ||||||
Investments
(Note 2.a)
|
824 | 799 | ||||||
Fixed assets
(Note 2.e)
|
26,342 | 25,434 | ||||||
Intangible
assets
|
7 | 8 | ||||||
Total
noncurrent assets
|
28,054 | 27,082 | ||||||
Total
assets
|
36,764 | 38,102 | ||||||
Current
Liabilities
|
||||||||
Accounts
payable (Note 2.f)
|
4,784 | 4,339 | ||||||
Loans (Note
2.g)
|
2,602 | 471 | ||||||
Salaries and
social security
|
199 | 213 | ||||||
Taxes
payable
|
1,561 | 1,441 | ||||||
Net advances
from crude oil purchasers
|
- | 9 | ||||||
Reserves
|
508 | 466 | ||||||
Total current
liabilities
|
9,654 | 6,939 | ||||||
Noncurrent
Liabilities
|
||||||||
Accounts
payable (Note 2.f)
|
2,845 | 2,542 | ||||||
Loans (Note
2.g)
|
650 | 523 | ||||||
Salaries and
social security
|
134 | 164 | ||||||
Taxes
payable
|
24 | 21 | ||||||
Reserves
|
1,946 | 1,853 | ||||||
Total
noncurrent liabilities
|
5,599 | 5,103 | ||||||
Total
liabilities
|
15,253 | 12,042 | ||||||
Shareholders’
Equity
|
21,511 | 26,060 | ||||||
Total
liabilities and shareholders’ equity
|
36,764 | 38,102 |
2008
|
2007
|
|||||||
Net
sales
|
16,443 | 13,099 | ||||||
Cost of
sales
|
(10,901 | ) | (8,299 | ) | ||||
Gross
profit
|
5,542 | 4,800 | ||||||
Administrative
expenses (Exhibit H)
|
(429 | ) | (361 | ) | ||||
Selling
expenses (Exhibit H)
|
(1,102 | ) | (992 | ) | ||||
Exploration
expenses (Exhibit H)
|
(218 | ) | (247 | ) | ||||
Operating
income
|
3,793 | 3,200 | ||||||
Income on
long-term investments
|
67 | 29 | ||||||
Other expense,
net (Note 2.h)
|
(241 | ) | (18 | ) | ||||
Financial
income (expense), net and holding (losses) gains:
|
||||||||
Gains (losses)
on assets
|
||||||||
Interests
|
75 | 160 | ||||||
Exchange
differences
|
(18 | ) | 59 | |||||
Holding gains
on inventories
|
123 | 119 | ||||||
Losses on
liabilities
|
||||||||
Interests
|
(189 | ) | (145 | ) | ||||
Exchange
differences
|
279 | (19 | ) | |||||
Reversal of
impairment of other current assets
|
- | 69 | ||||||
Net
income before income tax
|
3,889 | 3,454 | ||||||
Income
tax
|
(1,635 | ) | (1,310 | ) | ||||
Net
income
|
2,254 | 2,144 | ||||||
Earnings
per share
|
5.73 | 5.45 |
2008
|
2007
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Net
income
|
2,254 | 2,144 | ||||||
Adjustments to
reconcile net income to net cash flows provided by operating
activities:
|
||||||||
Income on
long-term investments
|
(67 | ) | (29 | ) | ||||
Dividends from
long-term investments
|
37 | 52 | ||||||
Reversal of
impairment of
other current assets
|
- | (69 | ) | |||||
Depreciation
of fixed assets
|
2,046 | 2,012 | ||||||
Consumption of
materials and fixed assets retired, net of allowances
|
186 | 168 | ||||||
Increase in
allowances for fixed assets
|
2 | 73 | ||||||
Income
tax
|
1,635 | 1,310 | ||||||
Income tax
payments
|
(1,196 | ) | (1,020 | ) | ||||
Increase in
reserves
|
557 | 271 | ||||||
Changes in
assets and liabilities:
|
||||||||
Trade
receivables
|
61 | 2 | ||||||
Other
receivables
|
2,263 | 59 | ||||||
Inventories
|
(281 | ) | (460 | ) | ||||
Accounts
payable
|
499 | 211 | ||||||
Salaries and
social security
|
(32 | ) | (68 | ) | ||||
Taxes
payable
|
(269 | ) | (160 | ) | ||||
Net advances
from crude oil purchasers
|
(10 | ) | (46 | ) | ||||
Decrease in
reserves
|
(422 | ) | (380 | ) | ||||
Interests,
exchange differences and others
|
(204 | ) | (19 | ) | ||||
Net cash flows
provided by operating activities
|
7,059 | (1) | 4,051 | (1) | ||||
Cash
Flows used in Investing Activities
|
||||||||
Acquisitions
of fixed assets
|
(2,816 | ) | (2,529 | ) | ||||
Investments
(non cash and equivalents)
|
1 | (10 | ) | |||||
Net cash flows
used in investing activities
|
(2,815 | ) | (2,539 | ) | ||||
Cash
Flows used in Financing Activities
|
||||||||
Payment of
loans
|
(697 | ) | (355 | ) | ||||
Proceeds from
loans
|
3,018 | 501 | ||||||
Dividends
paid
|
(6,789 | ) | (2,360 | ) | ||||
Net cash flows
used in financing activities
|
(4,468 | ) | (2,214 | ) | ||||
Decrease
in Cash and Equivalents
|
(224 | ) | (702 | ) | ||||
Cash and
equivalents at the beginning of year
|
847 | 1,087 | ||||||
Cash and
equivalents at the end of period
|
623 | 385 | ||||||
Decrease
in Cash and Equivalents
|
(224 | ) | (702 | ) |
(1)
|
Includes (25)
and (55) corresponding to interest payments for the six-month periods
ended June 30, 2008 and June 30, 2007,
respectively.
|
1.
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
a)
|
Consolidation
policies:
|
-
|
Investments
and income (loss) related to controlled companies in which YPF has the
number of votes necessary to control corporate decisions are substituted
for such companies’ assets, liabilities, net revenues, cost and expenses,
which are aggregated to the Company’s balances after the elimination of
intercompany profits, transactions, balances and other consolidation
adjustments.
|
-
|
Investments
and income (loss) related to companies in which YPF holds joint control
are consolidated line by line on the basis of the Company’s proportionate
share in their assets, liabilities, net revenues, cost and expenses,
considering intercompany profits, transactions, balances and other
consolidation adjustments.
|
b)
|
Financial
statements used for consolidation:
|
c)
|
Valuation
criteria:
|
2.
|
ANALYSIS
OF THE MAIN ACCOUNTS OF THE CONSOLIDATED FINANCIAL
STATEMENTS
|
a)
Investments:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Short-term
investments and government securities
|
519 | (1) | 170 | (3) | 655 | (1) | 168 | (3) | ||||||||
Long-term
investments
|
- | 853 | (2) | - | 837 | (2) | ||||||||||
Allowance for
reduction in value of holdings in long-term investments
|
- | (199 | )(2) | - | (206 | ) (2) | ||||||||||
519 | 824 | 655 | 799 |
(1)
|
Includes 518
and 651 as of June 30, 2008 and December 31, 2007, respectively, with an
original maturity of less than three
months.
|
(2)
|
In addition to
the amounts detailed in Exhibit C to the primary financial statements,
includes interest in Gas Argentino S.A. (“GASA”). As of June 30, 2008,
GASA must initiate a new debt restructuring process with its creditors,
due to the intention expressed by the Fund Marathon of concluding the
agreement celebrated on December 7, 2005. This option was contemplated in
the mentioned agreement.
|
(3)
|
Corresponds to
restricted cash as of June 30, 2008, and December 31, 2007, which
represents bank deposits used to pay labor claims and deposits used as
guarantees given to government
agencies.
|
b)
Trade receivables:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Accounts
receivable
|
3,223 | 27 | 3,142 | 32 | ||||||||||||
Related
parties
|
373 | - | 533 | - | ||||||||||||
3,596 | 27 | 3,675 | 32 | |||||||||||||
Allowance for
doubtful trade receivables
|
(417 | ) | - | (440 | ) | - | ||||||||||
3,179 | 27 | 3,235 | 32 |
c) Other receivables: |
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Deferred
income tax
|
- | 470 | - | 517 | ||||||||||||
Tax credits
and export rebates
|
800 | 19 | 931 | 15 | ||||||||||||
Trade
|
151 | - | 97 | - | ||||||||||||
Prepaid
expenses
|
134 | 48 | 111 | 60 | ||||||||||||
Concessions
charges
|
17 | 56 | 17 | 79 | ||||||||||||
Related
parties
|
387 | (1) | 112 | (1) | 2,681 | (1) | - | |||||||||
Loans to
clients
|
17 | 105 | 14 | 90 | ||||||||||||
Advances to
suppliers
|
121 | - | 132 | - | ||||||||||||
From joint
ventures and other agreements
|
78 | - | 62 | - | ||||||||||||
Miscellaneous
|
478 | 96 | 438 | 98 | ||||||||||||
2,183 | 906 | 4,483 | 859 | |||||||||||||
Allowance for
other doubtful accounts
|
(130 | ) | - | (122 | ) | - | ||||||||||
Allowance for
valuation of other receivables to their estimated realizable
value
|
- | (52 | ) | - | (50 | ) | ||||||||||
2,053 | 854 | 4,361 | 809 |
|
(1)
|
In addition to
the amounts detailed in Note 3.c to the primary financial statements,
mainly includes 170 with Central Dock Sud S.A., which accrues interest
between 5.42% and 7.28% and 224 with Repsol Netherlands Finance B.V.,
which accrues interest at 2.70% as of June 30, 2008 and 51 with Repsol
Netherlands Finance B.V. as of December 31,
2007.
|
d)
Inventories:
|
2008
|
2007
|
||||||
Refined
products
|
1,711 | 1,612 | ||||||
Crude oil and
natural gas
|
791 | 646 | ||||||
Products in
process
|
36 | 46 | ||||||
Raw materials,
packaging materials and others
|
316 | 269 | ||||||
2,854 | 2,573 |
e)
Fixed assets:
|
2008
|
2007
|
||||||
Net book value
of fixed assets (Exhibit A)
|
26,389 | 25,481 | ||||||
Allowance for
unproductive exploratory drilling
|
(3 | ) | (3 | ) | ||||
Allowance for
obsolescence of material and equipment
|
(44 | ) | (44 | ) | ||||
26,342 | 25,434 |
f)
Accounts payable:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Trade
|
3,490 | 20 | 3,131 | 21 | ||||||||||||
Hydrocarbon
wells abandonment obligations
|
429 | 2,635 | 395 | 2,316 | ||||||||||||
Related
parties
|
325 | - | 140 | - | ||||||||||||
From joint
ventures and other agreements
|
352 | - | 373 | - | ||||||||||||
Environmental
liabilities
|
114 | 152 | 137 | 166 | ||||||||||||
Miscellaneous
|
74 | 38 | 163 | 39 | ||||||||||||
4,784 | 2,845 | 4,339 | 2,542 |
g)
Loans:
|
2008
|
2007
|
||||||||||||||||||||||
Interest
rates (1)
|
Principal
maturity
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
Negotiable
Obligations – YPF
|
9.13 – 10.00 | % | 2009 – 2028 | 319 | 196 | 14 | 523 | |||||||||||||||||
Related
parties
|
4.90 – 15.50 | % | 2008 – 2010 | 64 | 454 | - | - | |||||||||||||||||
Other bank
loans and other creditors
|
3.37 – 22.00 | % | 2008 – 2009 | 2,219 | - | 457 | - | |||||||||||||||||
2,602 | 650 | 471 | 523 |
|
(1)
|
Annual fixed
interest rate as of June 30, 2008.
|
h)
Other expense, net:
|
Income
(Expense)
|
|||||||
2008
|
2007
|
|||||||
Reserve for
pending lawsuits and other claims
|
- | (10 | ) | |||||
Environmental
remediation
|
(256 | ) | (57 | ) | ||||
Miscellaneous
|
15 | 49 | ||||||
(241 | ) | (18 | ) |
3.
|
COMMITMENTS
AND CONTINGENCIES IN CONTROLLED
COMPANIES
|
-
|
YPF Holdings
Inc. has been conducting similar studies under their own auspices for
several years.
|
-
|
The EPA and
other agencies are addressing the lower Passaic River in a joint federal,
state, local and private sector cooperative effort designated as the Lower
Passaic River Restoration Project (“PRRP”). Tierra, along with other
entities, participated in an initial remedial investigation and
feasibility study (“RIFS”) in connection with the PRRP. The parties are
discussing the possibility of further work with the EPA. The entities have
agreed the allocations of costs associated with the RIFS, based on a
number of considerations.
|
-
|
In 2003, the
DEP issued Directive No. 1 to Occidental and Maxus and certain of their
respective related entities as well as other third parties. Directive No.
1 seeks to address natural resource damages allegedly resulting from
almost 200 years of historic industrial and commercial development of the
lower 17 miles of the Passaic River and a part of its watershed. Directive
No. 1 asserts that the named entities are jointly and severally liable for
the alleged natural resource damages without regard to fault. The DEP has
asserted jurisdiction in this matter even though all or part of the lower
Passaic River has been designated as a Superfund site and is a subject of
the PRRP. Directive No. 1 calls for the following actions: interim
compensatory restoration, injury identification, injury quantification and
value determination. Maxus and Tierra responded to Directive No. 1 setting
forth good faith defenses. Settlement discussions between the DEP and the
named entities have been held; however, no agreement has been reached or
is assured.
|
-
|
In 2004, the
EPA and Occidental entered into an administrative order on consent (the
“AOC”) pursuant to which Tierra (on behalf of Occidental) has agreed to
conduct testing and studies to characterize contaminated sediment and
biota in the Newark Bay. The initial field work on this study, which
includes testing in the Newark Bay, has been substantially completed.
Discussions with the EPA regarding additional work that might be required
are underway. EPA has notified other companies in relation to the
contamination of the Newark Bay. Nowadays, Tierra is holding meetings with
these companies to organize the coalition of a group similar to the
Passaic´s, in order to share the costs associated with works in the Newark
Bay. Additionally, Tierra, acting on behalf of Occidental, is performing a
separate RIFS to characterize sediment contamination and evaluate
remediations, if necessary, in certain portions of the Hackensack River,
the Arthur Kill River, and the Kill van Kull
River.
|
-
|
In December
2005, the DEP issued a directive to Tierra, Maxus and Occidental directing
said parties to pay the State of New Jersey’s costs of developing a Source
Control Dredge Plan focused on allegedly dioxin-contaminated sediment in
the lower six-mile portion of the Passaic River. The development of this
plan is estimated by the DEP to cost approximately US$ 2 million.
This directive was issued even though this portion of the lower Passaic
River is a subject of the PRRP. The DEP has advised the recipients that
(a) it is engaged in discussions with the EPA regarding the subject matter
of the directive, and (b) they are not required to respond to the
directive until otherwise notified. Additionally, in December 2005, the
DEP sued YPF Holdings Inc., Tierra, Maxus and other several companies,
besides to Occidental, in connection with the dioxin contamination
allegedly emanating from Chemicals’ former Newark plant and contaminating
the lower portion of the Passaic River, Newark Bay, other nearby waterways
and surrounding areas. The DEP seeks remediation of natural resources
damaged and punitive damages and other matters. The defendants have made
responsive pleadings and filings. The Court has recently denied motions to
dismiss by Occidental Chemical Corporation, Tierra and Maxus. However, the
motion to dismiss by the Company on local jurisdiction grants remains
still pending.
|
-
|
In June 2007,
EPA released a draft Focused Feasibility Study (the “FFS”) that outlines
several alternatives for remedial action in the lower eight miles of the
Passaic River. These alternatives range from no action, which would result
in comparatively little cost, to extensive dredging and capping, which
according to the draft FFS, EPA estimated could cost from US$ 0.9 billion
to US$ 2.3 billion and are all described by EPA as involving proven
technologies that could be carried out in the near term, without extensive
research. Tierra, in conjunction with the other parties of the PRRP group,
submitted comments on the draft FFS to EPA, as did other interested
parties. In September 2007, EPA announced its intention to spend further
time considering these comments, to issue a proposed plan for public
comment by the middle of 2008 and to select a clean-up plan in the last
quarter of 2008. Tierra will respond to any further EPA proposal as may be
appropriate at the time.
|
-
|
In August
2007, the National Oceanic Atmospheric Administration (“NOAA”) sent a
letter to the parties of the PRRP group, including Tierra and Occidental,
requesting that the group enters into an agreement to conduct a
cooperative assessment of natural resources damages in the Passaic River
and Newark Bay. The PRRP group has responded through its common counsel
requesting that discussions relating to such agreement be postponed until
2008, due in part to the pending FFS proposal by EPA. Tierra will continue
to participate in the PRRP group with regard to this matter. In January
2008, the NOAA sent a letter to YPF S.A., YPF Holdings Inc., CLH Holdings
Inc. and other entities, designating them as potentially responsible party
(“PRP”).
|
-
|
In June 2008,
the EPA, Occidental, and Tierra entered into an AOC, pursuant to which
Tierra (on behalf of Occidental) will undertake a removal action of
sediment from the Passaic River in the vicinity of the former Diamond
Alkali facility. This action will result in the removal of approximately
200,000 cubic yards of sediment, which will be carried out in two
different phases. The first phase, which will encompass the removal of
40,000 cubic yards, is scheduled for completion within 30 months, from the
effective date of the AOC (June 2008). The second phase involves the
removal of approximately 160,000 cubic yards of sediment. This second
phase will start once the first one is completed. As of June 30, 2008, the
due date of this phase is not estimated. During the removal action,
contaminants not produced by the former Diamond plant, such as PCBs and
mercury, will necessarily be removed along with dioxin. Although having
recognized the estimated costs related to all works mentioned above, YPF
Holdings and its subsidiaries may seek cost recovery from the parties
responsible for such contamination, provided contaminants’ origins were
not from the Diamond Alkali plant. However, as of June 30, 2008, it is not
possible to make any predictions regarding the likelihood of success or
the funds potentially recoverable in a cost-recovery
action.
|
4.
|
CONSOLIDATED
BUSINESS SEGMENT INFORMATION
|
Exploration
and Production
|
Refining
and
Marketing
|
Chemical
|
Corporate
and
Other
|
Consolidation
Adjustments
|
Total
|
|||||||||||||||||||
Six-month
period ended June 30, 2008
|
||||||||||||||||||||||||
Net sales to
unrelated parties
|
2,198 | 11,279 | 1,349 | 121 | - | 14,947 | ||||||||||||||||||
Net sales to
related parties
|
523 | 973 | - | - | - | 1,496 | ||||||||||||||||||
Net
intersegment sales
|
5,715 | 571 | 542 | 203 | (7,031 | ) | - | |||||||||||||||||
Net
sales
|
8,436 | 12,823 | 1,891 | 324 | (7,031 | ) | 16,443 | |||||||||||||||||
Operating
income (loss)
|
2,010 | 1,525 | 658 | (328 | ) | (72 | ) | 3,793 | ||||||||||||||||
Income on
long-term investments
|
57 | 10 | - | - | - | 67 | ||||||||||||||||||
Depreciation
|
1,758 | 209 | 54 | 25 | - | 2,046 | ||||||||||||||||||
Acquisitions
of fixed assets
|
2,629 | 327 | 64 | 147 | - | 3,167 | ||||||||||||||||||
Assets
|
21,463 | 9,904 | 2,179 | 4,065 | (847 | ) | 36,764 | |||||||||||||||||
Six-month
period ended June 30, 2007
|
||||||||||||||||||||||||
Net sales to
unrelated parties
|
1,607 | 8,885 | 1,213 | 56 | - | 11,761 | ||||||||||||||||||
Net sales to
related parties
|
331 | 1,007 | - | - | - | 1,338 | ||||||||||||||||||
Net
intersegment sales
|
6,057 | 880 | 418 | 169 | (7,524 | ) | - | |||||||||||||||||
Net
sales
|
7,995 | 10,772 | 1,631 | 225 | (7,524 | ) | 13,099 | |||||||||||||||||
Operating
income (loss)
|
2,155 | 1,087 | 321 | (301 | ) | (62 | ) | 3,200 | ||||||||||||||||
Income on
long-term investments
|
19 | 10 | - | - | - | 29 | ||||||||||||||||||
Depreciation
|
1,761 | 184 | 44 | 23 | - | 2,012 | ||||||||||||||||||
Acquisitions
of fixed assets
|
2,050 | 321 | 58 | 100 | - | 2,529 | ||||||||||||||||||
Year
ended December 31, 2007
|
||||||||||||||||||||||||
Assets
|
19,893 | 11,199 | 2,220 | 5,421 | (631 | ) | 38,102 | |||||||||||||||||
2008
|
||||||||||||||||||||
Cost
|
||||||||||||||||||||
Main
account
|
Amounts
at beginning of year
|
Translation
net effect (5)
|
Increases
|
Net
decreases, transfers and reclassifications
|
Amounts
at end of period
|
|||||||||||||||
Land and
buildings
|
2,391 | - | - | 45 | 2,436 | |||||||||||||||
Mineral
property, wells and related equipment
|
51,595 | (25 | ) | 351 | 1,733 | 53,654 | ||||||||||||||
Refinery
equipment and petrochemical plants
|
9,227 | - | 3 | 84 | 9,314 | |||||||||||||||
Transportation
equipment
|
1,887 | - | - | 13 | 1,900 | |||||||||||||||
Materials and
equipment in warehouse
|
791 | - | 362 | (298 | ) | 855 | ||||||||||||||
Drilling and
work in progress
|
4,617 | 1 | 2,273 | (1,662 | ) | 5,229 | ||||||||||||||
Exploratory
drilling in progress
|
147 | - | 147 | (116 | ) | 178 | ||||||||||||||
Furniture,
fixtures and installations
|
622 | - | 4 | (1 | ) | 625 | ||||||||||||||
Selling
equipment
|
1,406 | - | 1 | 19 | 1,426 | |||||||||||||||
Other
property
|
377 | (1 | ) | 26 | (20 | ) | 382 | |||||||||||||
Total
2008
|
73,060 | (25 | ) | 3,167 | (2) | (203 | )(1) | 75,999 | ||||||||||||
Total
2007
|
61,939 | 3 | 2,529 | 5,045 | (1)(6) | 69,516 |
2008
|
2007
|
|||||||||||||||||||||||||||||||
Depreciation
|
||||||||||||||||||||||||||||||||
Main
account
|
Accumulated
at beginning of year
|
Net
decreases, transfers and reclassifications
|
Depreciation
rate
|
Increases
|
Accumulated
at end of period
|
Net
book value as of
06-30-08
|
Net
book value as of
06-30-07
|
Net
book value as of
12-31-07
|
||||||||||||||||||||||||
Land and
buildings
|
1,108 | (1 | ) | 2 | % | 27 | 1,134 | 1,302 | 1,277 | 1,283 | ||||||||||||||||||||||
Mineral
property, wells and related equipment
|
37,131 | (2 | ) | (4) | 1,732 | 38,861 | 14,793 | (3) | 13,425 | (3) | 14,464 | (3) | ||||||||||||||||||||
Refinery
equipment and petrochemical plants
|
6,139 | (2 | ) | 4 – 10 | % | 202 | 6,339 | 2,975 | 3,000 | 3,088 | ||||||||||||||||||||||
Transportation
equipment
|
1,324 | (1 | ) | 4 – 5 | % | 30 | 1,353 | 547 | 561 | 563 | ||||||||||||||||||||||
Materials and
equipment in warehouse
|
- | - | - | - | - | 855 | 645 | 791 | ||||||||||||||||||||||||
Drilling and
work in progress
|
- | - | - | - | - | 5,229 | 4,467 | 4,617 | ||||||||||||||||||||||||
Exploratory
drilling in progress
|
- | - | - | - | - | 178 | 129 | 147 | ||||||||||||||||||||||||
Furniture,
fixtures and installations
|
523 | (1 | ) | 10 | % | 18 | 540 | 85 | 120 | 99 | ||||||||||||||||||||||
Selling
equipment
|
1,056 | - | 10 | % | 29 | 1,085 | 341 | 334 | 350 | |||||||||||||||||||||||
Other
property
|
298 | (8 | ) | 10 | % | 8 | 298 | 84 | 80 | 79 | ||||||||||||||||||||||
Total
2008
|
47,579 | (15 | )(1) | 2,046 | 49,610 | 26.389 | ||||||||||||||||||||||||||
Total
2007
|
39,377 | 4,089 | (1)(6) | 2,012 | 45,478 | 24,038 | 25,481 |
(1)
|
Includes 2 and
73 of net book value charged to fixed assets allowances for the six-month
periods ended June 30, 2008 and 2007,
respectively.
|
(2)
|
Includes 351
corresponding to the future cost of hydrocarbon wells abandonment
obligations for the six-month period ended June 30,
2008.
|
(3)
|
Includes 764,
920 and 851 of mineral property as of June 30, 2008 and 2007 and December
31, 2007, respectively.
|
(4)
|
Depreciation
has been calculated according to the unit of production
method.
|
(5)
|
Includes the
net effect of the exchange differences arising from the translation of
fixed assets net book values at beginning of the year in foreign
companies.
|
(6)
|
Includes 5,291
of cost and 4,094 of accumulated depreciation corresponding to oil and gas
exploration and producing areas, which were disclosed as held for sale as
of December 31, 2006.
|
2008
|
2007
|
|||||||||||||||||||||||
Production
costs
|
Administrative
expenses
|
Selling
expenses
|
Exploration
expenses
|
Total
|
Total
|
|||||||||||||||||||
Salaries and
social security taxes
|
485 | 97 | 98 | 25 | 705 | 604 | ||||||||||||||||||
Fees and
compensation for services
|
98 | 166 | 21 | 1 | 286 | 213 | ||||||||||||||||||
Other
personnel expenses
|
158 | 47 | 12 | 9 | 226 | 179 | ||||||||||||||||||
Taxes, charges
and contributions
|
139 | 13 | 188 | - | 340 | 250 | ||||||||||||||||||
Royalties and
easements
|
1,138 | - | 3 | 7 | 1,148 | 984 | ||||||||||||||||||
Insurance
|
55 | 3 | 5 | - | 63 | 60 | ||||||||||||||||||
Rental of real
estate and equipment
|
189 | 3 | 34 | - | 226 | 185 | ||||||||||||||||||
Survey
expenses
|
- | - | - | 50 | 50 | 100 | ||||||||||||||||||
Depreciation
of fixed assets
|
1,970 | 23 | 52 | 1 | 2,046 | 2,012 | ||||||||||||||||||
Industrial
inputs, consumable materials and supplies
|
279 | 3 | 25 | 2 | 309 | 328 | ||||||||||||||||||
Operation
services and other service contracts
|
526 | 10 | 40 | 5 | 581 | 345 | ||||||||||||||||||
Preservation,
repair and maintenance
|
917 | 10 | 22 | 1 | 950 | 801 | ||||||||||||||||||
Contractual
commitments
|
156 | - | - | - | 156 | 232 | ||||||||||||||||||
Unproductive
exploratory drillings
|
- | - | - | 109 | 109 | 73 | ||||||||||||||||||
Transportation,
products and charges
|
448 | - | 549 | - | 997 | 838 | ||||||||||||||||||
Allowance for
doubtful trade receivables
|
- | - | (22 | ) | - | (22 | ) | 34 | ||||||||||||||||
Publicity and
advertising expenses
|
- | 30 | 42 | - | 72 | 62 | ||||||||||||||||||
Fuel, gas,
energy and miscellaneous
|
577 | 24 | 33 | 8 | 642 | 372 | ||||||||||||||||||
Total
2008
|
7,135 | 429 | 1,102 | 218 | 8,844 | |||||||||||||||||||
Total
2007
|
6,072 | 361 | 992 | 247 | 7,672 |
2008
|
2007
|
|||||||
Current
Assets
|
||||||||
Cash
|
58 | 120 | ||||||
Investments
(Note 3.a)
|
255 | 242 | ||||||
Trade
receivables (Note 3.b)
|
3,014 | 3,148 | ||||||
Other
receivables (Note 3.c)
|
1,819 | 4,937 | ||||||
Inventories
(Note 3.d)
|
2,468 | 2,284 | ||||||
Total current
assets
|
7,614 | 10,731 | ||||||
Noncurrent
Assets
|
||||||||
Trade
receivables (Note 3.b)
|
27 | 31 | ||||||
Other
receivables (Note 3.c)
|
1,195 | 788 | ||||||
Investments
(Note 3.a)
|
2,419 | 2,718 | ||||||
Fixed assets
(Note 3.e)
|
24,438 | 23,585 | ||||||
Total
noncurrent assets
|
28,079 | 27,122 | ||||||
Total
assets
|
35,693 | 37,853 | ||||||
Current
Liabilities
|
||||||||
Accounts
payable (Note 3.f)
|
4,865 | 5,115 | ||||||
Loans (Note
3.g)
|
2,423 | 288 | ||||||
Salaries and
social security
|
148 | 167 | ||||||
Taxes
payable
|
1,432 | 1,293 | ||||||
Net advances
from crude oil purchasers
|
- | 9 | ||||||
Reserves
(Exhibit E)
|
319 | 323 | ||||||
Total current
liabilities
|
9,187 | 7,195 | ||||||
Noncurrent
Liabilities
|
||||||||
Accounts
payable (Note 3.f)
|
2,822 | 2,519 | ||||||
Loans (Note
3.g)
|
650 | 523 | ||||||
Taxes
payable
|
6 | 8 | ||||||
Reserves
(Exhibit E)
|
1,517 | 1,548 | ||||||
Total
noncurrent liabilities
|
4,995 | 4,598 | ||||||
Total
liabilities
|
14,182 | 11,793 | ||||||
Shareholders’ Equity
(per corresponding statements)
|
21,511 | 26,060 | ||||||
Total
liabilities and shareholders’ equity
|
35,693 | 37,853 |
2008
|
2007
|
|||||||
Net sales
(Note 3.h)
|
15,161 | 12,191 | ||||||
Cost of sales
(Exhibit F)
|
(10,284 | ) | (7,853 | ) | ||||
Gross
profit
|
4,877 | 4,338 | ||||||
Administrative
expenses (Exhibit H)
|
(363 | ) | (310 | ) | ||||
Selling
expenses (Exhibit H)
|
(1,045 | ) | (939 | ) | ||||
Exploration
expenses (Exhibit H)
|
(200 | ) | (230 | ) | ||||
Operating
income
|
3,269 | 2,859 | ||||||
Income on
long-term investments
|
128 | 189 | ||||||
Other income,
net (Note 3.i)
|
29 | 34 | ||||||
Financial
income, net and holding (losses) gains:
|
||||||||
Gains (losses)
on assets
|
||||||||
Interests
|
70 | 157 | ||||||
Exchange
differences
|
(22 | ) | 53 | |||||
Holding gains
on inventories
|
99 | 111 | ||||||
Losses on
liabilities
|
||||||||
Interests
|
(180 | ) | (139 | ) | ||||
Exchange
differences
|
278 | (20 | ) | |||||
Reversal of
impairment of other current assets (Note 2.j)
|
- | 69 | ||||||
Net
income before income tax
|
3,671 | 3,313 | ||||||
Income tax
(Note 3.j)
|
(1,417 | ) | (1,169 | ) | ||||
Net
income
|
2,254 | 2,144 | ||||||
Earnings per share (Note
1)
|
5.73 | 5.45 |
2008
|
||||||||||||||||
Shareholders’
Contributions
|
||||||||||||||||
Subscribed
Capital
|
Adjustment
to Contributions
|
Issuance
Premiums
|
Total
|
|||||||||||||
Balances
at the beginning of year
|
3,933 | 7,281 | 640 | 11,854 | ||||||||||||
As decided by
the Board of Directors’ meeting of March 6, 2007:
|
||||||||||||||||
- Cash
dividends (6 per share)
|
- | - | - | - | ||||||||||||
As decided by
the Board of Directors’ meeting of February 6, 2008:
|
||||||||||||||||
- Cash
dividend (10.76 per share)
|
- | - | - | - | ||||||||||||
As decided by
the Ordinary and Extraordinary Shareholders’ meeting of April 24,
2008:
|
||||||||||||||||
- Cash
dividends (6.5 per share)
|
- | - | - | - | ||||||||||||
-
Appropriation to Legal Reserve
|
- | - | - | - | ||||||||||||
- Reversal of
Reserve for Future Dividends
|
- | - | - | - | ||||||||||||
-
Appropriation to Reserve for Future Dividends
|
- | - | - | - | ||||||||||||
Net decrease
in deferred earnings (Note 2.i)
|
- | - | - | - | ||||||||||||
Net
income
|
- | - | - | - | ||||||||||||
Balances
at the end of period
|
3,933 | 7,281 | 640 | 11,854 |
2008
|
2007
|
|||||||||||||||||||||||
Legal
Reserve
|
Deferred
Earnings
|
Reserve
for Future Dividends
|
Unappropriated
Retained Earnings
|
Total
Shareholders’ Equity
|
Total
Shareholders’ Equity
|
|||||||||||||||||||
Balances
at the beginning of year
|
2,020 | (135 | ) | 4,584 | 7,737 | 26,060 | 24,345 | |||||||||||||||||
As decided by
the Board of Directors’ meeting of March 6, 2007:
|
||||||||||||||||||||||||
- Cash
dividends (6 per share)
|
- | - | - | - | - | (2,360 | ) | |||||||||||||||||
As decided by
the Board of Directors’ meeting of February 6, 2008:
|
||||||||||||||||||||||||
- Cash
dividends (10.76 per share)
|
- | - | (4,232 | ) | - | (4,232 | ) | - | ||||||||||||||||
As decided by
the Ordinary and Extraordinary Shareholders’ meeting of April 24,
2008:
|
||||||||||||||||||||||||
- Cash
dividends (6.5 per share)
|
- | - | - | (2,557 | ) | (2,557 | ) | - | ||||||||||||||||
-
Appropriation to Legal Reserve
|
204 | - | - | (204 | ) | - | - | |||||||||||||||||
- Reversal of
Reserve for Future Dividends
|
- | - | (352 | ) | 352 | - | - | |||||||||||||||||
-
Appropriation to Reserve for Future Dividends
|
- | - | 4,003 | (4,003 | ) | - | - | |||||||||||||||||
Net decrease
in deferred earnings (Note 2.i)
|
- | (14 | ) | - | - | (14 | ) | (3 | ) | |||||||||||||||
Net
income
|
- | - | - | 2,254 | 2,254 | 2,144 | ||||||||||||||||||
Balances
at the end of period
|
2,224 | (149 | ) | 4,003 | 3,579 | 21,511 | 24,126 |
2008
|
2007
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Net
income
|
2,254 | 2,144 | ||||||
Adjustments
to reconcile net income to net cash flows provided by operating
activities:
|
||||||||
Income
on long-term investments
|
(128 | ) | (189 | ) | ||||
Dividends
from long-term investments
|
504 | 401 | ||||||
Reversal
of impairment of other current assets
|
- | (69 | ) | |||||
Depreciation
of fixed assets
|
1,994 | 1,961 | ||||||
Consumption
of materials and fixed assets retired, net of allowances
|
187 | 164 | ||||||
Increase
in allowances for fixed assets
|
2 | 73 | ||||||
Income
tax
|
1,417 | 1,169 | ||||||
Income
tax payments
|
(1,045 | ) | (878 | ) | ||||
Increase
in reserves
|
299 | 254 | ||||||
Changes
in assets and liabilities:
|
||||||||
Trade
receivables
|
138 | (30 | ) | |||||
Other
receivables
|
1,926 | (239 | ) | |||||
Inventories
|
(184 | ) | (446 | ) | ||||
Accounts
payable
|
499 | 278 | ||||||
Salaries
and social security
|
(19 | ) | (35 | ) | ||||
Taxes
payable
|
(185 | ) | (158 | ) | ||||
Net
advances from crude oil purchasers
|
(10 | ) | (46 | ) | ||||
Decrease
in reserves
|
(334 | ) | (323 | ) | ||||
Interests,
exchange differences and others
|
(238 | ) | 55 | |||||
Net
cash flows provided by operating activities
|
7,077 | (1) | 4,086 | (1) | ||||
Cash
Flows used in Investing Activities
|
||||||||
Acquisitions
of fixed assets
|
(2.685 | ) | (2,325 | ) | ||||
Capital
contributions on long-term investments
|
- | (45 | ) | |||||
Investments
(non cash and equivalents)
|
3 | (3 | ) | |||||
Net
cash flows used in investing activities
|
(2,682 | ) | (2,373 | ) | ||||
Cash
Flows used in Financing Activities
|
||||||||
Payment
of loans
|
(538 | ) | (318 | ) | ||||
Proceeds
from loans
|
2,886 | 452 | ||||||
Dividends
paid
|
(6,789 | ) | (2,360 | ) | ||||
Net
cash flows used in financing activities
|
(4,441 | ) | (2,226 | ) | ||||
Net
decrease in Cash and Equivalents
|
(46 | ) | (513 | ) | ||||
Cash
and equivalents at the beginning of year
|
358 | 638 | ||||||
Cash
and equivalents at the end of period
|
312 | 125 | ||||||
Net
decrease in Cash and Equivalents
|
(46 | ) | (513 | ) |
(1)
|
Includes (17)
and (53) corresponding to interest payments for the six-month periods
ended June 30, 2008 and 2007,
respectively.
|
1.
|
SIGNIFICANT
ACCOUNTING POLICIES
|
2.
|
VALUATION
CRITERIA
|
|
-
|
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.
|
|
-
|
Amounts in
Argentine pesos have been stated at face value, which includes accrued
interest through the end of each period or year, if applicable. Mutual
funds have been valued at fair value as of the end of each period or year.
When 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.
|
|
-
|
Amounts in
foreign currency have been valued at face value at the relevant exchange
rates in effect as of the end of each period or year, including accrued
interest, if applicable. Exchange differences have been credited (charged)
to current income. Mutual funds have been valued at fair value at the
relevant exchange rate in effect as of the end of each period or year.
Investments in government securities have been valued at their fair value
as of the end of each period or year. Additional information on assets and
liabilities denominated in foreign currency is disclosed in Exhibit
G.
|
|
-
|
Refined
products, products in process, crude oil and natural gas have been valued
at replacement cost as of the end of each period or
year.
|
|
-
|
Raw materials
and packaging materials have been valued at cost, which does not differ
significantly from its replacement cost as of the end of each period or
year.
|
|
-
|
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 December 31, 2007, the Company had only one
exploratory well under assessment with a capitalization period greater
than one year after the completion of the drilling. As of the date of the
issuance of those financial statements, the Company was carrying out
certain studies to assess the feasibility of the project and the economic
viability of the well. As of March 31, 2008, the Company determined that
the project was not viable, and charged to expense the capitalized amount
(approximately 43). As of the issuance date of these financial statements,
the Company does not maintain any exploratory well in evaluation for a
period exceeding one year.
|
|
-
|
Intangible
drilling costs applicable to productive wells and to developmental dry
holes, as well as tangible equipment costs related to the development of
oil and gas reserves, have been
capitalized.
|
|
-
|
The
capitalized costs related to producing activities have been depreciated by
field on the unit-of-production basis by applying the ratio of produced
oil and gas to estimate recoverable proved and developed oil and gas
reserves.
|
|
-
|
The
capitalized costs related to acquisitions of properties with proved
reserves have been depreciated by field on the unit-of-production basis by
applying the ratio of produced oil and gas to proved oil and gas
reserves.
|
|
-
|
Revisions of
crude oil and natural gas proved reserves are considered prospectively in
the calculation of depreciation. Revisions in estimates of reserves are
performed at least once a year. Additionally, estimates of reserves are
audited by independent petroleum engineers on a three-year rotation
plan.
|
|
-
|
Costs related
to hydrocarbon wells abandonment obligations are capitalized along with
the related assets, and are depreciated using the unit-of-production
method. As compensation, a liability is recognized for this concept at the
estimated value of the discounted payable amounts. Revisions of the
payable amounts are performed upon consideration of the current costs
incurred in
|
|
-
|
The Company's
other fixed assets are depreciated using the straight-line method, with
depreciation rates based on the estimated useful life of each class of
property.
|
|
-
|
Allowances:
amounts have been provided in order to reduce the valuation of trade
receivables, other receivables, noncurrent investments and fixed assets
based on the analysis of doubtful accounts and on the estimated
recoverable value of these assets.
|
|
-
|
Reserves for
losses: amounts have been provided for various contingencies which are
probable and can be reasonably estimated, based on Management's
expectations and in consultation with legal counsels. Reserves for losses
are required to be accounted for at the discounted value as of the end of
each year or period, however, as their face does not differ significantly
from discounted values, they are recorded at face
value.
|
|
-
|
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 non-monetary assets, valued at acquisition cost, has been recorded
based on the remeasured cost of such assets as detailed in
Note 1.
|
|
-
|
Holding gains
(losses) on inventories valued at replacement cost have been included in
the “Holding gains (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 (loss) on long-term
investments” account.
|
|
-
|
The "Reversal
of impairment of other current assets” account for the six-month
period ended June 30, 2007, includes the reversal of the impairment charge
of oil and gas exploration and producing fields held for sale as of
December 31, 2006, which had been valued at the lower of their carrying
amount and fair value less cost to sale. In April 2007, the Company
decided to suspend the selling process of those assets and transferred the
book value of those assets as fixed assets held for
use.
|
3.
|
ANALYSIS
OF THE MAIN ACCOUNTS OF THE FINANCIAL
STATEMENTS
|
a) Investments:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Short-term
investments and government securities
|
255 | (1) | - | 242 | (1) | - | ||||||||||
Long-term
investments (Exhibit C)
|
- | 2,444 | - | 2,743 | ||||||||||||
Allowance for
reduction in value of holdings in long-term
investments
(Exhibit E)
|
- | (25 | ) | - | (25 | ) | ||||||||||
255 | 2,419 | 242 | 2,718 |
(1)
|
Includes 254
and 238 as of June 30, 2008 and December 31, 2007, respectively, with an
original maturity of less than three
months.
|
b)
Trade receivables:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Accounts
receivable
|
2,931 | (2) | 27 | 2,882 | 31 | |||||||||||
Related
parties (Note 7)
|
494 | - | 699 | - | ||||||||||||
3,425 | (1) | 27 | 3,581 | 31 | ||||||||||||
Allowance for
doubtful trade receivables (Exhibit E)
|
(411 | ) | - | (433 | ) | - | ||||||||||
3,014 | 27 | 3,148 | 31 |
(1)
|
Includes 273
in litigation, 184 of less than three months past due, 274 in excess of
three months past due, 2,673 due within three months and 21 due after
three months.
|
(2)
|
Includes
approximately 77 owed by the Argentine Government in relation to the
Energy Substitution Program (ESP).
|
c) Other
receivables:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Deferred
income tax (Note 3.j)
|
- | 458 | - | 508 | ||||||||||||
Tax credits
and export rebates
|
689 | 14 | 819 | 15 | ||||||||||||
Trade
|
148 | - | 94 | - | ||||||||||||
Prepaid
expenses
|
122 | 42 | 102 | 53 | ||||||||||||
Concessions
charges
|
17 | 56 | 17 | 79 | ||||||||||||
Related
parties (Note 7)
|
298 | (3) | 482 | (3) | 3,426 | (3) | - | |||||||||
Loans to
clients
|
17 | 105 | 14 | 90 | ||||||||||||
Advances to
suppliers
|
117 | - | 122 | - | ||||||||||||
From joint
ventures and other agreements
|
78 | - | 62 | - | ||||||||||||
Miscellaneous
|
440 | 89 | 390 | 92 | ||||||||||||
1,926 | (1) | 1,246 | (2) | 5,046 | 837 | |||||||||||
Allowance for
other doubtful accounts (Exhibit E)
|
(107 | ) | - | (109 | ) | - | ||||||||||
Allowance for
valuation of other receivables to their
estimated
realizable value (Exhibit E)
|
- | (51 | ) | - | (49 | ) | ||||||||||
1,819 | 1,195 | 4,937 | 788 |
(1)
|
Includes 31 of
less than three months past due, 235 in excess of three months past due
and 1,660 due as follows: 1,367 from one to three months, 64 from three to
six months, 43 from six to nine months and 186 from nine to twelve
months.
|
(2)
|
Includes 762
due from one to two years, 76 due from two to three years and 408 due
after three years.
|
(3)
|
As of June 30,
2008, includes 27 with Repsol International Finance B.V. that accrues
interest at annual rate of 4.90%, 482 with Maxus (U.S.) Exploration
Company which accrues variable interest at annual rate of LIBO plus 3% and
229 corresponding to the capital reduction of YPF International S.A.,
which does not accrue interest and has been completely collected as of the
date of the issuance of these financial statements. As of December 31,
2007, includes 1,427 with Repsol International Finance B.V., 1,102 with
Repsol YPF Brasil S.A. and 867 with YPF Holdings
Inc.
|
d)
Inventories:
|
2008
|
2007
|
||||||
Refined
products
|
1,492 | 1,444 | ||||||
Crude oil and
natural gas
|
776 | 631 | ||||||
Products in
process
|
36 | 46 | ||||||
Raw materials
and packaging materials
|
164 | 163 | ||||||
2,468 | 2,284 |
e)
Fixed assets:
|
2008
|
2007
|
||||||
Net book value
of fixed assets (Exhibit A)
|
24,485 | 23,632 | ||||||
Allowance for
unproductive exploratory drilling (Exhibit E)
|
(3 | ) | (3 | ) | ||||
Allowance for
obsolescence of materials and equipment (Exhibit E)
|
(44 | ) | (44 | ) | ||||
24,438 | 23,585 |
f)
Accounts payable:
|
2008
|
2007
|
||||||||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||
Trade
|
3,044 | 11 | 2,804 | 12 | ||||||||||||
Hydrocarbon
wells abandonment obligations
|
429 | 2,622 | 395 | 2,303 | ||||||||||||
Related
parties (Note 7)
|
491 | - | 277 | - | ||||||||||||
Investment in
controlled company – YPF Holdings Inc.
|
429 | - | 1,124 | - | ||||||||||||
From joint
ventures and other agreements
|
352 | - | 373 | - | ||||||||||||
Environmental
liabilities (Note 9.b)
|
114 | 152 | 137 | 166 | ||||||||||||
Miscellaneous
|
6 | 37 | 5 | 38 | ||||||||||||
4,865 | (1) | 2,822 | (2) | 5,115 | 2,519 |
(1)
|
Includes 4,467
due within three months, 142 due from three to six months and 256 due
after six months.
|
(2)
|
Includes 453
due from one to two years and 2,369 due after two
years.
|
g) Loans:
|
Interest
Rates(1)
|
Principal
Maturity
|
2008
|
2007
|
||||||||
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||
Negotiable
Obligations(2)
|
9.13 –
10.00%
|
2009 -
2028
|
319
|
196
|
14
|
523
|
||||||
Related
parties (Note 7)
|
4.90 –
15.50%
|
2008 -
2010
|
64
|
454
|
-
|
-
|
||||||
Other bank
loans and other creditors
|
3.37 –
19.00%
|
2008 -
2009
|
2,040
|
-
|
274
|
-
|
||||||
2,423
|
650
|
288
|
523
|
(1)
|
Annual fixed
interest rate as of June 30, 2008.
|
(2)
|
Disclosed net
of 480 and 500, corresponding to YPF outstanding negotiable obligations
repurchased through open market transactions as of June 30, 2008 and
December 31, 2007, respectively.
|
From
1
to 3
months
|
From
3
to 6
months
|
From
6
to 9
months
|
From 9 to 12
months
|
Total
|
||||||||||||||||
Current
loans
|
1,021 | 573 | 580 | 249 | 2,423 |
From
1
to 2
years
|
From 2
to
3
years
|
Over
5
years
|
Total
|
|||||||||||||
Noncurrent
loans
|
151 | 303 | 196 | 650 |
M.T.N.
Program
|
Issuance
|
Fixed
Interest Rates
|
Principal
Maturity
|
Book
Value
|
|||||||||||||
(in
millions)
|
2008
|
2007
|
|||||||||||||||
Year
|
Principal
Value
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||||||
US$ 1,000
|
1998
|
US$
100
|
10.00%
|
2028
|
3
|
196
|
4
|
205
|
|||||||||
US$ 1,000
|
1999
|
US$
225
|
9.13%
|
2009
|
316
|
-
|
10
|
318
|
|||||||||
319
|
196
|
14
|
523
|
Income
(Expense)
|
||||||||
h)
Net sales:
|
2008
|
2007
|
||||||
Sales
|
17,072 | 12,808 | ||||||
Turnover
tax
|
(318 | ) | (222 | ) | ||||
Hydrocarbon
export withholdings
|
(1,593 | ) | (395 | ) | ||||
15,161 | 12,191 |
i)
Other income, net:
|
||||||||
Reserve for
pending lawsuits and other claims
|
- | (10 | ) | |||||
Miscellaneous
|
29 | 44 | ||||||
29 | 34 |
Income
(Expense)
|
||||||||
j)
Income tax:
|
2008
|
2007
|
||||||
Current income
tax
|
(1,367 | ) | (1,091 | ) | ||||
Deferred
income tax
|
(50 | ) | (78 | ) | ||||
(1,417 | ) | (1,169 | ) |
2008
|
2007
|
|||||||
Net income
before income tax
|
3,671 | 3,313 | ||||||
Statutory tax
rate
|
35 | % | 35 | % | ||||
Statutory tax
rate applied to net income before income tax
|
(1,285 | ) | (1,160 | ) | ||||
Effect of the
restatement into constant Argentine pesos
|
(118 | ) | (129 | ) | ||||
Income on
long-term investments
|
45 | 66 | ||||||
Tax free
income – Law No. 19,640 (Tierra del Fuego)
|
- | 43 | ||||||
Miscellaneous
|
(59 | ) | 11 | |||||
Income
Tax
|
(1,417 | ) | (1,169 | ) |
2008
|
2007
|
|||||||
Deferred tax
assets
|
||||||||
Non deductible
allowances and reserves
|
759 | 732 | ||||||
Tax loss and
other tax credits
|
42 | 79 | ||||||
Miscellaneous
|
19 | 19 | ||||||
Total deferred
tax assets
|
820 | 830 | ||||||
Deferred tax
liabilities
|
||||||||
Fixed
assets
|
(347 | ) | (309 | ) | ||||
Miscellaneous
|
(15 | ) | (13 | ) | ||||
Total deferred
tax liabilities
|
(362 | ) | (322 | ) | ||||
Net deferred
tax asset
|
458 | 508 |
2008
|
2009 - 2010 |
2011
Thereafter
|
Total
|
|||||||||||||
Deferred
income tax
|
139 | 387 | 697 | 1,223 |
4.
|
CAPITAL
STOCK
|
5.
|
RESTRICTED
ASSETS AND GUARANTEES GIVEN
|
6.
|
PARTICIPATION
IN JOINT VENTURES AND OTHER
AGREEMENTS
|
Name
and Location
|
Ownership
Interest
|
Operator
|
Activity
|
Acambuco
Salta
|
22.50%
|
Pan American
Energy LLC
|
Exploration
and production
|
|||
Aguada
Pichana
Neuquén
|
27.27%
|
Total Austral
S.A.
|
Exploration
and production
|
Name
and Location
|
Ownership
Interest
|
Operator
|
Activity
|
Aguaragüe
Salta
|
30.00%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
CAM-2/A
SUR
Tierra
del Fuego
|
50.00%
|
Enap Sipetrol
Argentina S.A.
|
Exploration
and production
|
|||
Campamento
Central / Cañadón Perdido
Chubut
|
50.00%
|
YPF
S.A.
|
Exploration
and production
|
Consorcio
CNQ7/A
La
Pampa and Mendoza
|
50.00%
|
Petro
Andina Resources Ltd. Sucursal Argentina
|
Exploration
and production
|
|||
El
Tordillo
Chubut
|
12.20%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
La Tapera y
Puesto Quiroga
Chubut
|
12.20%
|
Tecpetrol
S.A.
|
Exploration
and production
|
|||
Llancanelo
Mendoza
|
51.00%
|
YPF
S.A.
|
Exploration
and production
|
|||
Magallanes
Santa
Cruz, Tierra del Fuego and National Continental Shelf
|
50.00%
|
Enap Sipetrol
Argentina S.A.
|
Exploration
and production
|
|||
Palmar
Largo
Formosa
and Salta
|
30.00%
|
Pluspetrol
S.A.
|
Exploration
and production
|
|||
Puesto
Hernández
Neuquén
and Mendoza
|
61.55%
|
Petrobras
Energía S.A.
|
Exploration
and production
|
|||
Ramos
Salta
|
15.00%(1)
|
Pluspetrol
Energy S.A.
|
Exploration
and production
|
|||
San
Roque
Neuquén
|
34.11%
|
Total Austral
S.A.
|
Exploration
and production
|
|||
Tierra del
Fuego
Tierra
del Fuego
|
30.00%
|
Petrolera L.F.
Company S.R.L.
|
Exploration
and production
|
|||
Yacimiento La
Ventana – Río Tunuyán
Mendoza
|
60.00%
|
YPF
S.A.
|
Exploration
and production
|
|||
Zampal
Oeste
Mendoza
|
70.00%
|
YPF
S.A.
|
Exploration
and production
|
(1)
|
Additionally,
YPF has a 27% indirect ownership interest through Pluspetrol Energy
S.A.
|
2008
|
2007
|
|||||||
Current
assets
|
213 | 186 | ||||||
Noncurrent
assets
|
3,407 | 3,097 | ||||||
Total
assets
|
3,620 | 3,283 |
2008
|
2007
|
|||||||
Current
liabilities
|
413 | 472 | ||||||
Noncurrent
liabilities
|
372 | 360 | ||||||
Total
liabilities
|
785 | 832 | ||||||
Production
costs
|
770 | 663 |
7.
|
BALANCES
AND TRANSACTIONS WITH RELATED
PARTIES
|
2008
|
2007
|
|||||||||||||||||||||||||||||||||||
Trade
receivables
|
Other
receivables
|
Accounts
payable
|
Loans
|
Trade
receivables
|
Other
receivables
|
Accounts
payable
|
||||||||||||||||||||||||||||||
Current
|
Current
|
Noncurrent
|
Current
|
Current
|
Noncurrent
|
Current
|
Current
|
Current
|
||||||||||||||||||||||||||||
Controlled
companies:
|
||||||||||||||||||||||||||||||||||||
Operadora de
Estaciones de
Servicios
S.A.
|
11 | 9 | - | 15 | - | - | 29 | 12 | 13 | |||||||||||||||||||||||||||
A -
Evangelista S.A.
|
- | 6 | - | 126 | - | - | - | - | 103 | |||||||||||||||||||||||||||
YPF Holdings
Inc.
|
- | - | - | 2 | - | - | - | 867 | 2 | |||||||||||||||||||||||||||
YPF
International S.A.
|
- | 229 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Maxus (U.S.)
Exploration Company (1)
|
- | 3 | 482 | - | - | - | - | - | - | |||||||||||||||||||||||||||
11 | 247 | 482 | 143 | - | - | 29 | 879 | 118 | ||||||||||||||||||||||||||||
Jointly
controlled companies:
|
||||||||||||||||||||||||||||||||||||
Profertil
S.A.
|
7 | - | - | 62 | - | - | 7 | - | 15 | |||||||||||||||||||||||||||
Compañía Mega
S.A. ("Mega")
|
264 | - | - | 3 | - | - | 269 | - | - | |||||||||||||||||||||||||||
Refinería del
Norte S.A. (“Refinor”)
|
95 | - | - | 28 | - | - | 88 | - | 28 | |||||||||||||||||||||||||||
366 | - | - | 93 | - | - | 364 | - | 43 | ||||||||||||||||||||||||||||
Companies
under significant
influence:
|
9 | 8 | - | 25 | - | - | 25 | 2 | 30 | |||||||||||||||||||||||||||
Main
shareholders and other related parties under their
control:
|
||||||||||||||||||||||||||||||||||||
Repsol
YPF
|
- | 6 | - | 57 | - | - | - | 6 | 43 | |||||||||||||||||||||||||||
Repsol YPF
Transporte y
Trading
S.A.
|
- | - | - | 132 | - | - | 178 | - | 3 | |||||||||||||||||||||||||||
Repsol YPF Gas
S.A.
|
36 | 4 | - | 1 | - | - | 30 | 5 | 1 | |||||||||||||||||||||||||||
Repsol YPF
Brasil S.A.
|
16 | 1 | - | - | - | - | 10 | 1,102 | - | |||||||||||||||||||||||||||
Repsol
International Finance B.V.
|
- | 27 | - | - | - | - | - | 1,427 | - | |||||||||||||||||||||||||||
Repsol
Netherlands Finance B.V.
|
- | - | - | - | 4 | 454 | - | - | - | |||||||||||||||||||||||||||
Nuevo Banco de
Entre Ríos S.A.
|
- | - | - | - | 15 | - | - | - | - | |||||||||||||||||||||||||||
Nuevo Banco de
Santa Fe S.A.
|
- | - | - | - | 45 | - | - | - | - | |||||||||||||||||||||||||||
Others
|
56 | 5 | - | 40 | - | - | 63 | 5 | 39 | |||||||||||||||||||||||||||
108 | 43 | - | 230 | 64 | 454 | 281 | 2,545 | 86 | ||||||||||||||||||||||||||||
494 | 298 | 482 | 491 | 64 | 454 | 699 | 3,426 | 277 |
2008
|
2007
|
|||||||||||||||||||||||||||||||||||
Sales
|
Purchases
and services
|
Loans
(granted) collected
|
Loans
obtained (paid)
|
Interest
gains
(losses)
|
Sales
|
Purchases
and services
|
Loans
(granted) collected
|
Interest
gains
(losses)
|
||||||||||||||||||||||||||||
Controlled
companies:
|
||||||||||||||||||||||||||||||||||||
Operadora de
Estaciones de Servicios S.A.
|
15 | 133 | - | - | - | 14 | 86 | - | - | |||||||||||||||||||||||||||
A –
Evangelista S.A.
|
3 | 203 | - | - | - | 3 | 172 | - | - | |||||||||||||||||||||||||||
YPF Holdings
Inc.
|
- | 2 | - | - | - | - | - | (27 | ) | 17 | ||||||||||||||||||||||||||
Maxus (U.S.)
Exploration Company (1)
|
- | - | (497 | ) | (21 | ) | 21 | - | - | - | - | |||||||||||||||||||||||||
18 | 338 | (497 | ) | - | 21 | 17 | 258 | (27 | ) | 17 |
2008
|
2007
|
|||||||||||||||||||||||||||||||||||
Sales
|
Purchases
and services
|
Loans
(granted) collected
|
Loans
obtained (paid)
|
Interest
gains
(losses)
|
Sales
|
Purchases
and services
|
Loans
(granted) collected
|
Interest
gains
(losses)
|
||||||||||||||||||||||||||||
Jointly
controlled companies:
|
||||||||||||||||||||||||||||||||||||
Profertil
S.A.
|
24 | 99 | - | - | - | 34 | 41 | - | - | |||||||||||||||||||||||||||
Mega
|
747 | 4 | - | - | - | 483 | - | - | - | |||||||||||||||||||||||||||
Refinor
|
175 | 69 | - | - | - | 180 | 65 | - | - | |||||||||||||||||||||||||||
946 | 172 | - | - | - | 697 | 106 | - | - | ||||||||||||||||||||||||||||
Companies
under significant
influence:
|
55 | 76 | - | - | - | 64 | 62 | - | - | |||||||||||||||||||||||||||
Main
shareholders and other related parties under their
control:
|
||||||||||||||||||||||||||||||||||||
Repsol
YPF
|
- | 13 | - | - | - | - | 4 | 926 | 15 | |||||||||||||||||||||||||||
Repsol YPF
Transporte
y Trading
S.A.
|
672 | 554 | - | - | - | 608 | 249 | - | - | |||||||||||||||||||||||||||
Repsol YPF
Brasil S.A.
|
73 | - | 1,091 | - | 3 | 53 | - | (51 | ) | 46 | ||||||||||||||||||||||||||
Repsol YPF Gas
S.A.
|
86 | 2 | - | - | - | 132 | 2 | - | - | |||||||||||||||||||||||||||
Repsol
International Finance B.V.
|
- | - | 1,426 | - | 22 | - | - | (889 | ) | 46 | ||||||||||||||||||||||||||
Repsol
Netherlands Finance B.V.
|
- | - | - | 468 | (4 | ) | - | - | - | - | ||||||||||||||||||||||||||
Nuevo Banco de
Entre Ríos S.A.
|
- | - | - | 15 | - | - | - | - | - | |||||||||||||||||||||||||||
Nuevo Banco de
Santa Fe S.A.
|
- | - | - | 45 | - | - | - | - | - | |||||||||||||||||||||||||||
Others
|
68 | 1 | - | - | - | 74 | 2 | - | - | |||||||||||||||||||||||||||
899 | 570 | 2,517 | 528 | 21 | 867 | 257 | (14 | ) | 107 | |||||||||||||||||||||||||||
1,918 | 1,156 | 2,020 | 528 | 42 | 1,645 | 683 | (41 | ) | 124 |
(1)
|
Controlled by
YPF Holdings Inc., with a 100% shareholding over its capital
stock.
|
8.
|
SOCIAL
AND OTHER EMPLOYEE BENEFITS
|
a)
|
Performance
Bonus Programs:
|
b)
|
Retirement
Plan:
|
9.
|
COMMITMENTS
AND CONTINGENCIES
|
a)
|
Pending
lawsuits and contingencies:
|
|
-
|
Pending lawsuits: In
the normal course of its business, the Company has been sued in numerous
labor, civil and commercial actions and lawsuits. Management, in
consultation with the external counsels, has reserved an allowance
considering its best estimation, based on the information available as of
the date of the issuance of these financial statements, including counsel
fees and judicial expenses.
|
|
-
|
Liquefied petroleum gas
market: On March 22, 1999,
YPF was notified of Resolution No. 189/1999 from the former
Department of Industry, Commerce and Mining of Argentina, which imposed a
fine on the Company of 109, stated in Argentine pesos as of that date,
based on the interpretation that YPF had purportly abused of its dominant
position in the bulk liquefied petroleum gas (“LPG”) market due to the
existence of different prices between the exports of LPG and the sales to
the domestic market from 1993 through 1997. In July 2002, the Argentine
Supreme Court confirmed the fine and YPF carried out the claimed
payment.
Additionally,
Resolution No. 189/1999 provided the beginning of an investigation in
order to prove whether the penalized behavior continued from October 1997
to March 1999. On December 19, 2003, the National Antitrust Protection
Board (the “Antitrust Board”) imputed the behavior of abuse of dominant
position during the previously mentioned period to the Company. On January
20, 2004, the Company answered the notification: (i) opposing the
preliminary defense claiming the application of the statutes of limitation
and alleging the existence of defects in the imputation procedure (absence
of majority in the resolution that decided the imputation and pre-judgment
by its signers); (ii) arguing the absence of abuse of dominant
position; and (iii) offering the corresponding evidence.
The request of
invalidity by defects in the imputation procedure mentioned above was
rejected by the Antitrust Board. This resolution of the Antitrust Board
was confirmed by the Economic Penal Appellate Court, and it was confirmed,
on September 27, 2005, pursuant to the Argentine Supreme Court's (“CSJN”)
rejection of the complaint made by YPF due to the extraordinary appeal
denial.
Additionally,
on August 31, 2004, YPF filed an appeal with the Antitrust Board in
relation to the resolution that denied the claim of statutes of
limitation. The Antitrust Board conceded the appeal and remitted
proceedings for its resolution by the Appeal Court. However, in March
2006, YPF was notified that the proceedings were opened for the production
of evidence. During August and September 2007, testimonial hearings were
held for YPF’s witnesses.
Despite the
solid arguments expressed by YPF, the mentioned circumstances make evident
that, preliminarily, the Antitrust Board denies the defenses filed by the
Company and that it is reluctant to modify the doctrine provided by the
Resolution No. 189/1999 and, furthermore, the Court of Appeals
decisions tend to confirm the decisions made by the Antitrust
Board.
|
|
-
|
Tax claims: On January
31, 2003, the Company received a claim from the Federal Administration of
Public Revenue (“AFIP”), stating that the sales corresponding to forward
oil sale agreements entered into by the Company, should have been subject
to an income tax withholding. On March 8, 2004, the AFIP formally notified
YPF the claim for approximately 45 plus interests and fines. Additionally,
on June 24, 2004, YPF received a new formal claim from the AFIP,
considering that the services related to these contracts should have been
taxed with the value added tax. Consequently, during 2004, YPF presented
its defense to the AFIP rejecting the claims and arguing its position.
However, on December 28, 2004, the Company was formally notified of a
resolution from the AFIP confirming its original position in both claims
for the period 1997 to 2001. The Company has appealed such resolution in
the National Tax Court. YPF conditionally paid the amounts corresponding
to periods that followed those included in the claim by the AFIP (2002 and
subsequent periods) so as to avoid facing interest payment or a fine and
filed reimbursement summary proceedings. On March 14, 2008, the AFIP
notified the Company of the rejection of the reimbursement previously
mentioned. The Company appealed that decision before the National Tax
Court.
|
|
-
|
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:
|
Export sales: Pursuant
to Resolution No. 265/2004 of the Secretariat of Energy, the Argentine
Government created a program of “useful” curtailment of natural gas
exports and their associated transportation service. Such Program was
initially implemented by means of Regulation No. 27/2004 of the
Under-Secretariat of Fuels, which was subsequently substituted by the
Program of Rationalization of Gas Exports and Use of Transportation
Capacity (the “Program”) approved by Resolution No. 659/2004 of the
Secretariat of Energy. Additionally, Resolution No. 752/2005 of the
Secretariat of Energy provided that industrial users and thermal
generators (which according to this resolution will have to request
volumes of gas directly from the producers) could also acquire the natural
gas from the cutbacks on natural gas export through the Permanent
Additional Injections mechanism created by this resolution. By means of
the Program and/or the Permanent Additional Injection, the Argentine
Government requires natural gas exporting producers to deliver additional
volumes to the domestic market in order to satisfy natural gas demand of
certain domestic consumers of the Argentine market (“Additional Injection
Requirements”). Such additional volumes are not contractually committed by
YPF, who is thus forced to affect natural gas exports, which execution has
been conditioned. The mechanisms that affect the exports established by
the Resolutions No. 659/2004 and 752/2005 have been adapted by the
Secretariat of Energy Resolution No. 599/2007, modifying the conditions
for the imposition of the requirements depending on whether the producers
have signed or not the Proposed Agreement, ratified by such resolution,
between the Secretariat of Energy and the Producers. Additionally, the
Argentine Government, through instructions made using different
procedures, has ordered limitations over natural gas exports (in
conjunction with the Program and the Permanent Additional Injection, named
the “Restrictions”).
As a result of
the Restrictions, in several occasions since 2004, YPF has been forced to
suspend, either totally or partially, its natural gas deliveries to some
of its export clients, with whom YPF has undertaken long-term firm
commitments to deliver natural gas.
The 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 force majeure event (act of authority) that
releases the Company from any liability and/or penalty for the failure to
deliver the contractual
|
volumes. A
large number of clients have rejected the force majeure argument invoked
by the Company, demanding the payment of indemnifications and/or penalties
for the failure to comply with firm supply commitments, and/or reserving
their rights to future claims in such respect (the “Claims”).
Electroandina
S.A. and Empresa Eléctrica del Norte Grande S.A. (“Edelnor”) have rejected
the force majeure argument invoked by the Company and have invoiced the
penalty stipulated under the “deliver or pay” clause of the contract for
cutbacks accumulated as of September, 2007, for a total amount of
US$ 93 million. These invoices have been rejected by the Company.
Furthermore, the above-mentioned companies have notified the formal
start-up period of negotiations previous to any arbitration demand.
Although such period is overdue, the Company has not been notified of the
initiation of the arbitration demands. Additionally, on June 25, 2008, AES
Uruguaiana Emprendimientos S.A. claimed damages in a total amount of U$S
28.1 for natural gas “deliver or pay” penalties for cutbacks accumulated
from September 16, 2007 through June 25, 2008. YPF rejected such claim. On
July 16, 2008, AES Uruguaiana Emprendimientos S.A. also claimed an
additional amount of US$ 2.7 for natural gas “deliver or pay” penalties
for cutbacks accumulated from January 18, 2006 until December 1, 2006. The
Company is currently preparing the rejection of the claim.
In addition,
YPF has been notified of an arbitration demand from Innergy Soluciones
Energéticas (“Innergy”). The Company has answered the arbitration
complaint, and has filed a counterclaim based on the hardship provisions
(“teoría de la imprevisión”) of the Argentine Civil Code. The parties have
exchanged documentation requirements and have presented their appellate
brief with the documental evidence and witnesses’ declaration. Having the
parties previously suspended the arbitration, in June 30, 2008, they
extended that suspension by common consent, for sixty additional days to
enable negotiations. Damages claimed by Innergy amount to US$ 88
million plus interests, according to the invoice presented in the
Innergy’s appellate brief, on September 17, 2007. Such amount might be
increased if Innergy incorporates to the demand invoices for penalties
received for periods subsequent to August 2007.
Domestic sales: Central
Puerto S.A. has claimed YPF for cutbacks in natural gas supply to its
combined-cycle plant located in Buenos Aires City. The Company has
formally denied such breach based on the view that, pending the
restructuring of such contracts, it is not obliged to confirm nominations
of natural gas to this client during certain periods of the year. On June
6, 2007, Central Puerto S.A. notified its decision to submit the
controversy to arbitration under the rules of the International Chamber of
Commerce (“ICC”). Central Puerto S.A. nominated its arbiter and notified
YPF the initiation of an arbitration proceeding in that Chamber. On June
21, 2007, YPF nominated its arbiter and notified its decision to submit
the controversy related to certain amounts claimed to Central Puerto S.A.,
also related to the natural gas supply to its combined-cycle located in
Buenos Aires City to an arbitration proceeding. On July 23, 2007, YPF
received the arbitration demand which was answered on September 24, 2007,
requesting for the rejection of the claims of Central Puerto S.A. Besides,
the Company has filed a counterclaim requesting, among other things, the
termination of the contract or, in absence of this, the revision based on
the hardship provision and the “both-parties-effort”. On December 3, 2007,
Central Puerto S.A. submitted a presentation requesting (i) the rejection
of all subsidiary claims presented by YPF, including the request that the
Chamber ratifies the effectiveness of the contract and the rejection of
the fair reconvention of the contract; (ii) the rejection of the
settlement and payment claim related to amounts due by Central Puerto S.A.
pursuant to the “take or pay” clause; (iii) the rejection of the
settlement and payment claim related to the adjustment by the application
of the “Coeficiente de Estabilización de Referencia” (“CER”), and in
subsidy opposing the prescription exception; (iv) the inappropriateness of
the claim in relation with the price differential
payment.
|
On February
11, 2008, an audience was held with the arbitral trial members and the
“Acta de Misión” was subscribed. In that document, Central Puerto S.A.
argued that, in relation with the quantification of the pretensions, it
could not determine the claimed amount until the performance of the
corresponding work of experts. However, in order to determine the
provision (article No.18 (1)(c) of the ICC Reglament), it acceded to fix
the payment provision on its charge based on the maximum value determined
by ICC Reglament (Apendix III). YPF estimated in approximately US$ 11
million, plus interest and CER, the amount that must be claimed as payable
to its favor, under the reconvention process, regardless of the result of
the work of experts that will be done. On March 12, 2008, the Company and
Central Puerto S.A. suspended the arbitration for thirty days. As a result
of the parties’ requests, the court dictated several orders, suspending
the arbitration. Currently, the arbitration is suspended until August 15,
2008.
As of June 30,
2008, the Company has reserved costs for penalties associated with the
failure to deliver the contractual volumes of natural gas in the export
and domestic markets which are probable and can be reasonably
estimated.
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|
-
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La Plata environmental claims:
There are certain claims that require a compensation for individual
damages purportedly caused by the operation of the La Plata Refinery and
the environmental remediation of the channels adjacent to the mentioned
refinery. During 2006, the Company submitted a presentation before the
Environmental Ministry of the Province of Buenos Aires which put forward
for consideration the performance of a study for the characterization of
environmental associated risks. As mentioned previously, YPF has the right
of indemnity for events and claims previous to January 1, 1991, according
to Law No. 22,145 and Decree No. 546/1993. Besides, there are
certain claims that could result in the requirement to make additional
investments connected with the operations of La Plata Refinery and claims
for the compensation to the neighbours of La Plata
Refinery.
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|
-
|
EDF International S.A. (“EDF”)
claim: EDF had initiated an international arbitration proceeding
under the Arbitration Regulations of the International Chamber of Commerce
against Endesa Internacional S.A. and YPF. EDF claimed from YPF the
payment of US$ 69 million, which were subsequently increased to US$ 103
million plus interests without existing real arguments, in connection with
the sale of Electricidad Argentina S.A., parent company of Edenor S.A. EDF
claimed an adjustment in the purchase price it paid arguing that under the
stock purchase agreement, the price it paid would be reviewed if changes
in the exchange rate of Argentine peso occurred prior to December 31,
2001. EDF considered that this had happened. On October 22, 2007, the
Arbitral Court issued an arbitral final award in which EDF’s claim and the
defendants’ counterclaim are partially accepted. Consequently, the
arbitral final award imposed on YPF the payment of US$ 28.9 million plus
interests and judicial expenses. The Company and EDF are both currently
challenging the arbitral decision. On April 22, 2008, the Federal
Appellate Court on Commercial Matters declared that the resource presented
by YPF has suspension effects over the arbitral decision. Nevertheless,
EDF is seeking the enforcement of the arbitral decision before the court
in Delaware, United States, which was rejected by
YPF.
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-
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Availability of foreign
currency deriving from exports: Decree No. 1,589/1989 of the
Federal Executive provides that producers enjoying free availability of
crude oil, natural gas and/or liquefied gas under Law No. 17,319 and
its supplemental Decrees and producers that may agree so in the future
will have free availability of the percentage of foreign currency coming
from the exports of crude oil, petroleum derivatives, natural gas and/or
liquefied gas of free availability established in biddings and/or
renegotiations, or agreed-upon in the respective contracts. In no cases
will the maximum freely available percentage be allowed to exceed 70% of
each transaction.
|
During year
2002, several government organizations considered that free availability
of foreign currency provided by Decree No. 1,589/1989 was implicitly
abolished by Decree No. 1,606/2001.
On December
31, 2002, Decree No. 2,703/2002 was enforced, ratifying such date the
70% limit as the maximum freely available percentage of foreign currency
deriving from the exports of crude oil and petroleum derivatives, without
providing a conclusion in regards to the exports performed during the year
2002, after the issuance of Decree No. 1,606/2001. The Central Bank
has indicted YPF on charges allegedly related to certain exports performed
during 2002, once the executive order 1,606/2001 was no longer in force
and before the executive order 2,703/2002 came into effect. Therefore, YPF
will file an answer to the charges and will offer evidence in this regard.
In case YPF is indicted on charges involving other exports during the said
period, YPF has the right to challenge the decision as well as to request
the issuance of precautionary measures.
There is a
recently confirmed sentence, connected with proceeding to another
hydrocarbon exporter, where the claim was the same and that company and
its directors were acquitted of all charges because it was considered that
such company was exempt from the liquidation and negotiation of the 70% of
the foreign currency deriving from the hydrocarbon exports. Additionally,
the Office of the General Prosecutor of Argentina has recently issued an
opinion, in a similar claim, analyzing the behavior of another oil and gas
company. According to that opinion, no violations had been committed as
the uncertainty associated with the scope of the liability was generated
by the existence of different rules. Due to the absence of intention in
the behavior, the Office of the General Prosecutor of Argentina has
pronounced in favor of filing the claims.
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||
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-
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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 National Government, the
Federal Environmental Council (“Consejo Federal de Medio Ambiente”), the
provinces of Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and
the Ombudsman of the Nation be summoned. It requested, as a preliminary
injunction, that the defendants refrain from carrying out activities
affecting the environment. Both the Ombudsman’s summon as well as the
requested preliminary injunction were rejected by the CSJN. YPF has
answered the demand and has required the summon of the National
Government, due to its obligation to indemnify YPF for events and claims
previous to January 1, 1991, according to Law No. 22,145 and Decree No.
546/1993.
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-
|
Dock Sud and Quilmes
environmental claims:
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Dock sud: A group of neighbours of Dock Sud, Province of Buenos Aires, have sued 44 companies, among which YPF is included, the National Government, the Province of Buenos Aires, the City of Buenos Aires and 14 municipalities, before the 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 neighbours of the Dock Sud area, have filed two other environmental lawsuits, one of them desisted in relation to YPF, claiming several companies located in that area, among which YPF is included, the Province of Buenos Aires and several municipalities, for the remediation and the indemnification of the environmental collective damage of the Dock Sud area and for the individual damage they claim to have suffered. YPF has the right of indemnity by the Argentine Government for events and claims previous to January 1, 1991, according to Law No. 22,145 and Decree No. 546/1993. |
|
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 National Government, the Province of Buenos Aires and the City of
Buenos Aires responsible of its development; delegated in the Federal
Court of First Instance of Quilmes the knowledge of all the matters
concerning the execution of the remediation and reparation; declared that
all the litigations related to the execution of the remediation plan will
accumulate and will proceed before this court and established that this
process produces that other collective actions that have for object the
environmental remediation of the basin be dismissed(“littispendentia”).
|
|
(ii)
|
Decided that
the proceedings related to the determination of the responsibilities
derived from past behaviors, for the reparation of the environmental
damage, will continue before the
CSJN.
|
|
-
|
National Antitrust Protection
Board: On November 17, 2003, Antitrust Board requested
explanations, within the framework of an official investigation pursuant
to Art. 29 of the Antitrust Law, from a group of almost thirty natural gas
production companies, among them YPF, with respect to the following items:
(i) the inclusion of clauses purportedly restraining trade in natural gas
purchase/sale contracts; and (ii) observations on gas imports from
Bolivia, in particular (a) old expired contract signed by YPF, when it was
state-owned, and YPFB (the Bolivian state-owned oil company), under which
YPF allegedly sold Bolivian gas in Argentina at prices below the purchase
price; and (b) the unsuccessful attempts in 2001 by Duke and Distribuidora
de Gas del Centro to import gas into Argentina from Bolivia. On January
12, 2004, YPF submitted explanations in accordance with Art. 29 of the
Antitrust Law, contending that no antitrust violations had been committed
and that there had been no price discrimination between natural gas sales
in the Argentine market and the export market. On January 20, 2006, YPF
received a notification of resolution dated December 2, 2005, whereby the
Antitrust Board (i) rejected the “non bis in idem” petition filed by YPF,
on the grounds that ENARGAS was not empowered to resolve the issue when
ENARGAS Resolution No. 1,289 was enacted; and (ii) ordered that the
opening of the proceedings be undertaken pursuant to the provisions of
Section 30 of Law No. 25,156. On January 15, 2007, Antitrust Board charged
YPF and eight other producers with violations of Law No. 25,156. YPF has
contested the complaint on the basis that no violation of the Law took
place and that the charges are barred by the applicable statute of
limitations, and has presented evidence in support of its position. On
June 22, 2007, YPF presented to the Antitrust Board, without acknowledging
any conduct in violation of the Antitrust Law, a commitment consistent
with Article 36 of the Antitrust Law, requiring to the Antitrust Board to
approve the commitment, to suspend the investigation and to file the
proceedings.
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The Antitrust Board has started proceedings to investigate YPF for including a clause in bulk LPG (Liquid Petroleum Gas) supply contracts that it believes prevents the buyer from reselling the product to a third party and therefore restricts competition in a manner detrimental to the general economic interest. YPF has asserted that the contracts do not contain a prohibition against resale to third parties and has offered evidence in support of its position. On April 12, 2007, YPF presented to the Antitrust Board, without acknowledging any conduct in violation of the Antitrust Law, a commitment consistent with Article 36 of the Antitrust Law, in which it commits, among other things, to refrain from including a clause with the destiny of the product in future bulk LPG supply contracts. | ||
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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 request: i) the
cease of contamination and other harms they claim are attributable to the
refinery; and ii) the clean-up of the adjacent channels, Río Santiago and
Río de la Plata (soil, water and acquiferous) or, if clean-up is
impossible, indemnification for environmental and personal damages. The
plaintiff has quantified damages in 51 or an amount to be determined from
evidence produced during the proceeding. YPF believes that most damages
that are alleged by the plaintiff, might be attributable to events that
occurred prior to YPF's privatization and would, therefore, be covered to
that extent by the indemnity granted by the Argentine Government in
accordance with the Privatization Law of YPF. Notwithstanding the
foresaid, the possibility of YPF being asked to afford these liabilities
is not discarded, in which case the Argentine Government must be asked to
reimburse the remediation expenses for liabilities existing prior to
January 1, 1991. In addition, the claim partially overlaps with the
request made by a group of neighbours of La Plata Refinery on June 29,
1999, mentioned in “La Plata environmental claims”. Accordingly, YPF
considers that the cases should be partially consolidated to the extent
that the claims overlap. Regarding claims not consolidated, for the time
being, information and documents in order to answer the claim are being
collected, and it is not possible to reasonably estimate the outcome, as
long as, if applicable, estimate the corresponding legal fees and expenses
that might result. The contamination that may exist could derive from
countless sources, including from disposal of waste over many years by
other industrial facilities and ships.
Additionally,
YPF is aware of an action that has not been served yet, in which the
plaintiff requests the clean-up of the channels adjacent to the La Plata
Refinery, in Río Santiago, and other sectors near the coast line, and, if
such remediation is not possible, an indemnification of 500 (approximately
US$ 161 million) or an amount to be determined from evidence produced in
discovery. The claim partially overlaps with the requests made by a group
of neighbours of La Plata Refinery on June 29, 1999, previously mentioned
in “La Plata environmental claims”, and with the complaint served on June
6, 2007, mentioned in the previous paragraph. Accordingly, YPF considers
that if it is served in this proceeding or any other proceeding related to
the same subject matters, the cases should be consolidated to the extent
that the claims overlap. With respect to claims not consolidated, for the
time being, it is not possible to reasonably estimate the monetary
outcome, as long as, if applicable, estimate the corresponding legal fees
and expenses that might result. Additionally, YPF believes that most
damages alleged by the plaintiff, if proved, might be attributable to
events that occurred prior to YPF's privatization and would therefore be
the responsibility of the Argentine Government in accordance with the
Privatization Law concerning YPF.
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Other claims related to the
natural gas domestic market: Compañía Mega has claimed YPF for
cutbacks in natural gas supply pursuant to their respective sales
contract. YPF affirmed that the deliveries of natural gas to Mega were
affected by the interference of the Argentine Government. Besides, YPF
would not have any responsibility based on the events of force majeure,
fortuitous case and frustration of the contractual purpose. Despite the
Company has material arguments of defense, taking into account the
characteristics of the claims, they have been considered as possible
contingences.
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Hydrocarbon’s concessions-
Provincial claims: YPF has been notified of the Resolution No. 433/2008
issued by the Direction of Hydrocarbons, Ministry of Production of
Province of Río Negro, regarding the inspection of the fulfillment of the
investment obligations assumed as production concessionaire of the areas
Barranca de los Loros, Bajo del Piche, El Medianito and Los Caldenes, all
of them located in the Province of Río Negro. The resolution, sustains
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 under warning of declaring the expiration of the mentioned concessions. Nevertheless, the mentioned Law grants the concessionaire and/or licensee the right, before declaring the expiration of the concession, to correct the eventual transgressions within a term to be determined, upon due notification. In this order, on May 29, 2008, YPF filed a request for nullification of the Resolution No. 433/2008, as long as this administrative act does not grant YPF the mentioned right. Additionally, on June 13, 2008, YPF presented the corresponding discharge, rejecting the mentioned imputations. |
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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 reserved
since Management, based on the evidence available to date and upon the
opinion of its external counsels, has considered them to be possible
contingencies.
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-
|
Contractual commitments:
In June 1998, YPF received an advanced payment for a crude oil
future delivery commitment for approximately US$ 315 million. The
pending amount of this advance for sales of crude oil was classified as
“Net advances from crude oil purchasers” on the balance sheet as of
December 31, 2007. As of June 30, 2008, the obligations corresponding to
the mentioned commitment had been completely
settled.
|
-
|
Regulatory
requirements: Certain regulations have been enacted requiring the
supply of domestic hydrocarbon market demand which subordinates the export
supply. One of these regulations is Resolution No. 25/2006 issued on
October 11, 2006, by Secretariat of Domestic Commerce, which requires
refiners and/or wholesale and/or retail sellers to meet domestic market
diesel demand. The resolution requires, at least, to supply volumes
equivalent to those of previous year corresponding month, plus the
positive correlation between the rise in diesel demand and the rise of the
Gross Domestic Product, accrued from the reference month. The mentioned
commercialization should be performed with neither distortion nor damage
to the diesel market normal
operation.
|
-
|
Operating leases: As of
June 30, 2008, the main lease contracts correspond to the rental of oil
and gas production equipment, ships, natural gas compression equipment and
real estate for service stations. Charges recognized under these contracts
for the six-month periods ended June 30, 2008, and 2007, amounted to 209
and 164, respectively.
|
Within 1
year
|
From 1 to 2
years
|
From 2 to 3
years
|
From 3 to 4
years
|
From 4 to 5
years
|
More than 5
years
|
|||||||||||||||||||
Estimated
future payments
|
327 | 205 | 152 | 119 | 152 | 94 |
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|
Agreement with the Federal
Government and the Province of Neuquén: On December 28, 2000,
through Decree No. 1,252/2000, the Argentine Federal Executive Branch (the
“Federal Executive”) extended for an additional term of 10 years, until
November 2027, the concession for the exploitation of Loma La Lata -
Sierra Barrosa area granted to YPF. The extension was granted under the
terms and conditions of the Extension Agreement executed between the
Federal Government, the Province of Neuquén and YPF on December 5, 2000.
Under this agreement, YPF paid US$ 300 million to the Federal
Government for the extension of the concession mentioned above, which were
recorded in “Fixed Assets” on the balance sheet and committed, among other
things, to define 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.
|
10.
|
MAIN
CHANGES IN COMPANIES COMPRISING THE YPF
GROUP
|
-
|
YPF acquired
an additional 18% interest in Oleoducto Trasandino (Argentina) S.A., a 18%
interest in Oleoducto Trasandino (Chile) S.A. and a 18% interest in
A&C Pipeline Holding Company, for an amount of US$ 5.3
million.
|
-
|
YPF sold its
interest in Petróleos Trasandinos S.A., for an amount of US$ 2
million.
|
11.
|
RESTRICTIONS
ON UNAPPROPRIATED RETAINED EARNINGS
|
12.
|
SUBSEQUENT
EVENTS
|
13.
|
DIFFERENCES
BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANY AND UNITED STATES OF
AMERICA GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES
|
2008
|
||||||||
Cost
|
||||||||
Main
account
|
Amounts
at beginning of year
|
Increases
|
Net
decreases, transfers and reclassifications
|
Amounts
at end of period
|
||||
Land and
buildings
|
2,029
|
-
|
36
|
2,065
|
||||
Mineral
property, wells and related equipment
|
50,920
|
|
351
|
|
1,628
|
52,899
|
||
Refinery
equipment and petrochemical plants
|
7,828
|
|
-
|
|
78
|
7,906
|
||
Transportation
equipment
|
1,802
|
|
-
|
12
|
1,814
|
|||
Materials and
equipment in warehouse
|
791
|
358
|
(295)
|
854
|
||||
Drilling and
work in progress
|
4,611
|
2,163
|
(1,553)
|
5,221
|
||||
Exploratory
drilling in progress(5)
|
147
|
147
|
(116)
|
178
|
||||
Furniture,
fixtures and installations
|
536
|
1
|
-
|
537
|
||||
Selling
equipment
|
1,406
|
1
|
19
|
1,426
|
||||
Other
property
|
306
|
15
|
1
|
322
|
||||
Total
2008
|
70,376
|
3,036(3)
|
(190)(1)
|
73.222
|
||||
Total
2007
|
59,567
|
2,325
|
5,054(1)(6)
|
66,946
|
2008
|
2007
|
|||||||||||||||
Depreciation
|
||||||||||||||||
Main
account
|
Accumulated
at beginning of year
|
Net
decreases, transfers and reclassifications
|
Depreciation
rate
|
Increases
|
Accumulated
at end of period
|
Net
book value as of 06-30-08
|
Net
book value as of 06-30-07
|
Net
book value as of 12-31-07
|
||||||||
Land and
buildings
|
918
|
-
|
2%
|
21
|
939
|
1,126
|
1,102
|
1,111
|
||||||||
Mineral
property, wells and related equipment
|
37,094
|
-
|
(2)
|
1,729
|
38,823
|
14,076
(4)
|
12,940(4)
|
13,826(4)
|
||||||||
Refinery
equipment and petrochemical plants
|
5,686
|
-
|
4 –
5%
|
166
|
5,852
|
2,054
|
2,064
|
2,142
|
||||||||
Transportation
equipment
|
1,282
|
(1)
|
4 –
5%
|
26
|
1,307
|
507
|
517
|
520
|
||||||||
Materials and
equipment in warehouse
|
-
|
-
|
-
|
-
|
-
|
854
|
640
|
791
|
||||||||
Drilling and
work in progress
|
-
|
-
|
-
|
-
|
-
|
5,221
|
4,411
|
4,611
|
||||||||
Exploratory
drilling in progress(5)
|
-
|
-
|
-
|
-
|
-
|
178
|
101
|
147
|
||||||||
Furniture,
fixtures and installations
|
442
|
-
|
10%
|
17
|
459
|
78
|
116
|
94
|
||||||||
Selling
equipment
|
1,057
|
-
|
10%
|
29
|
1,086
|
340
|
333
|
349
|
||||||||
Other
property
|
265
|
-
|
10%
|
6
|
271
|
51
|
42
|
41
|
||||||||
Total
2008
|
46,744
|
(1)(1)
|
1,994
|
48,737
|
24,485
|
|
|
|||||||||
Total
2007
|
38,625
|
4,094(6)
|
1,961
|
44,680
|
|
22,266
|
23,632
|
(1)
|
Includes 2 and
73 of net book value charged to fixed assets allowances for the six-month
periods ended June 30, 2008 and 2007,
respectively.
|
(2)
|
Depreciation
has been calculated according to the unit of production method (Note
2.e).
|
(3)
|
Includes 351
corresponding to the future cost of hydrocarbon wells abandonment
obligations for the six-month period ended June 30,
2008.
|
(4)
|
Includes 718,
866 and 803 of mineral property as of June 30, 2008 and 2007 and December
31, 2007, respectively.
|
(5)
|
At the end of
the six-month period ended June 30, 2008, there are 11 exploratory wells
in progress. During that period 15 wells were drilled, 13 wells were
charged to exploratory expenses and 2 well were transferred to proved
properties which are included in the account mineral property, wells and
related equipment.
|
(6)
|
Includes 5,291
of acquisition cost and 4,094 of accumulated depreciation corresponding to
oil and gas exploration and producing areas, which were disclosed as held
for sale as of December 31, 2006.
|
2008
|
2007
|
||||||||||||||||||||||||||||||
Information
of the Issuer
|
|||||||||||||||||||||||||||||||
Description
of the Securities
|
Last
Financial Statements Issued
|
||||||||||||||||||||||||||||||
Name
and Issuer
|
Class
|
Face
Value
|
Amount
|
Book
Value
|
Cost
(2)
|
Main
Business
|
Registered
Address
|
Date
|
Capital
Stock
|
Income
(Loss)
|
Equity
|
Holding
in Capital Stock
|
Book
Value
|
||||||||||||||||||
Controlled
companies:
|
|||||||||||||||||||||||||||||||
YPF
International S.A.
|
Common
|
Bs.
|
100
|
8,298,212
|
165
|
1,163
|
Investment
|
Av. José
Estenssoro 100, Santa Cruz de la Sierra, República de
Bolivia
|
06-30-08
|
348
|
8
|
165
|
99.99%
|
402
|
|||||||||||||||||
YPF Holdings
Inc.
|
Common
|
US$
|
0,01
|
100
|
-
|
(7)
|
1,489
|
Investment and
finance
|
717 North
Harwood Street, Dallas, Texas, U.S.A.
|
06-30-08
|
2,635
|
(469)
|
(409)
|
100.00%
|
-
|
(7)
|
|||||||||||||||
Operadora de
Estaciones de Servicios S.A.
|
Common
|
$
|
1
|
243,700,940
|
292
|
122
|
Commercial
management of YPF's gas stations
|
Av. Roque
Sáenz Peña 777, Buenos Aires, Argentina
|
06-30-08
|
244
|
40
|
292
|
99.99%
|
315
|
|||||||||||||||||
A-Evangelista S.A.
|
Common
|
$
|
1
|
8,683,498
|
132
|
31
|
Engineering
and construction services
|
Av. Roque
Sáenz Peña 777, P. 7º, Buenos Aires, Argentina
|
06-30-08
|
9
|
13
|
132
|
99.91%
|
119
|
|||||||||||||||||
589
|
2,805
|
|
|
|
836
|
||||||||||||||||||||||||||
Jointly
controlled companies:
|
|
|
|
|
|||||||||||||||||||||||||||
Compañía Mega
S.A.(6)
|
Common
|
$
|
1
|
77,292,000
|
391
|
-
|
Separation,
fractionation and transportation of natural gas liquids
|
San Martín
344, P. 10º, Buenos Aires, Argentina
|
06-30-08
|
203
|
324
|
1,030
|
38.00%
|
554
|
|||||||||||||||||
Profertil
S.A.
|
Common
|
$
|
1
|
391,291,320
|
517
|
-
|
Production and
marketing of fertilizers
|
Alicia Moreau
de Justo 740, P. 3°, Buenos Aires, Argentina
|
03-31-08
|
783
|
166
|
1,270
|
50.00%
|
448
|
|||||||||||||||||
Refinería del
Norte S.A.
|
Common
|
$
|
1
|
45,803,655
|
268
|
-
|
Refining
|
Maipú 1, P.
2º, Buenos Aires, Argentina
|
09-30-07
|
92
|
115
|
529
|
50.00%
|
250
|
|||||||||||||||||
1,176
|
-
|
|
|
|
|
1,252
|
|||||||||||||||||||||||||
Companies
under significant influence:
|
|
|
|
|
|||||||||||||||||||||||||||
Oleoductos del
Valle S.A.
|
Common
|
$
|
10
|
4,072,749
|
96
|
(1)
|
-
|
Oil
transportation by pipeline
|
Florida 1, P.
10°, Buenos Aires, Argentina
|
03-31-08
|
110
|
3
|
306
|
37.00%
|
95
|
(1)
|
|||||||||||||||
Terminales
Marítimas Patagónicas S.A.
|
Common
|
$
|
10
|
476,034
|
42
|
-
|
Oil storage
and shipment
|
Av. Leandro N.
Alem 1180, P.11°, Buenos Aires, Argentina
|
03-31-08
|
14
|
9
|
147
|
33.15%
|
44
|
|||||||||||||||||
Oiltanking
Ebytem S.A.
|
Common
|
$
|
10
|
351,167
|
40
|
(3)
|
-
|
Hydrocarbon
transportation and storage
|
Terminal
Marítima Puerto Rosales – Provincia de Buenos Aires,
Argentina
|
03-31-08
|
12
|
6
|
105
|
30.00%
|
44
|
(3)
|
|||||||||||||||
Gasoducto del
Pacífico (Argentina) S.A.
|
Preferred
|
$
|
1
|
15,579,578
|
21
|
-
|
Gas
transportation by pipeline
|
Av. Leandro N.
Alem 928, P. 7º, Buenos Aires, Argentina
|
12-31-07
|
156
|
41
|
195
|
10.00%
|
19
|
|||||||||||||||||
Central Dock
Sud S.A.
|
Common
|
$
|
0.01
|
3,719,290,957
|
15
|
(3)
|
46
|
Electric power
generation and bulk marketing
|
Reconquista
360, P. 6°, Buenos Aires, Argentina
|
03-31-08
|
468
|
18
|
259
|
9.98%
|
(5)
|
7
|
(3)
|
||||||||||||||
Inversora Dock
Sud S.A.
|
Common
|
$
|
1
|
103,497,738
|
139
|
(3)
|
193
|
Investment and
finance
|
Reconquista
360, P. 6°, Buenos Aires, Argentina
|
03-31-08
|
241
|
15
|
238
|
42.86%
|
114
|
(3)
|
|||||||||||||||
Pluspetrol
Energy S.A.
|
Common
|
$
|
1
|
30,006,540
|
284
|
42
|
Exploration
and exploitation of hydrocarbons and electric power generation, production
and marketing
|
Lima 339,
Buenos Aires, Argentina
|
03-31-08
|
67
|
64
|
733
|
45.00%
|
290
|
|||||||||||||||||
Oleoducto
Trasandino (Argentina) S.A.
|
Preferred
|
$
|
1
|
16,198,560
|
16
|
3
|
Oil
transportation by pipeline
|
Esmeralda 255,
P. 5°, Buenos Aires, Argentina
|
03-31-08
|
45
|
-
|
76
|
36.00%
|
16
|
|||||||||||||||||
Other
companies:
|
|
|
|
|
|
||||||||||||||||||||||||||
Others
(4)
|
-
|
-
|
-
|
-
|
26
|
27
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
26
|
|||||||||||||||||
679
|
311
|
|
|
|
655
|
||||||||||||||||||||||||||
2,444
|
3,116
|
|
|
|
2,743
|
(1)
|
Holding in
shareholders' equity, net of intercompany
profits.
|
(2)
|
Cost net of
cash dividends and capital distributions from long-term investments
restated in accordance with Note1.
|
(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. and Mercobank
S.A.
|
(5)
|
Additionally,
the Company has a 29.93% indirect holding in capital stock through
Inversora Dock Sud S.A.
|
(6)
|
As stipulated
by shareholders’ agreement, joint control is held in this company by
shareholders.
|
(7)
|
As of June 30,
2008 and December 31, 2007, holding in negative shareholders’ equity is
disclosed in “Accounts payable” after adjustments in shareholders’ equity
to conform to YPF accounting
methods.
|
2008
|
2007
|
|||||||||||||||||||
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
|
433 | 53 | 75 | 411 | 454 | |||||||||||||||
For
other doubtful accounts
|
109 | 1 | 3 | 107 | 113 | |||||||||||||||
542 | 54 | 78 | 518 | 567 | ||||||||||||||||
Deducted
from noncurrent assets:
|
||||||||||||||||||||
For
valuation of other receivables to their
estimated
realizable value
|
49 | 3 | 1 | 51 | 50 | |||||||||||||||
For
reduction in value of holdings in
long-term
investments
|
25 | - | - | 25 | 25 | |||||||||||||||
For
unproductive exploratory drilling
|
3 | - | - | 3 | 3 | |||||||||||||||
For
obsolescence of materials and equipment
|
44 | 2 | 2 | 44 | 46 | |||||||||||||||
121 | 5 | 3 | 123 | 124 | ||||||||||||||||
Total
deducted from assets, 2008
|
663 | 59 | 81 | 641 | ||||||||||||||||
Total
deducted from assets, 2007
|
660 | 134 | 103 | 691 | ||||||||||||||||
Reserves
for losses - current:
|
||||||||||||||||||||
For
various specific contingencies (Note 9.a)
|
323 | 8 | 12 | 319 | 126 | |||||||||||||||
323 | 8 | 12 | 319 | 126 | ||||||||||||||||
Reserves
for losses - noncurrent:
|
||||||||||||||||||||
For
pending lawsuits and various
|
||||||||||||||||||||
specific
contingencies (Note 9.a)
|
1,548 | 291 | 322 | 1,517 | 1,237 | |||||||||||||||
1,548 | 291 | 322 | 1,517 | 1,237 | ||||||||||||||||
Total
included in liabilities, 2008
|
1,871 | 299 | 334 | 1,836 | ||||||||||||||||
Total
included in liabilities, 2007
|
1,432 | 254 | 323 | 1,363 |
2008
|
2007
|
|||||||
Inventories at
beginning of year
|
2,284 | 1,522 | ||||||
Purchases for
the period
|
3,568 | 2,371 | ||||||
Production
costs (Exhibit H)
|
6,801 | 5,817 | ||||||
Holding gains
on inventories
|
99 | 111 | ||||||
Inventories at
end of period
|
(2,468 | ) | (1,968 | ) | ||||
Cost of
sales
|
10,284 | 7,853 |
Foreign
currency and amount
|
||||||||||||||||||||||||
Account
|
2007
|
2008
|
Exchange
rate in pesos as of 06-30-08
|
Book
value as
of
06-30-08
|
||||||||||||||||||||
Current
Assets
|
||||||||||||||||||||||||
Investments
|
US$
|
46 |
US$
|
79 | 2.99 |
(1)
|
236 | |||||||||||||||||
Trade
receivables
|
US$
|
560 |
US$
|
538 | 2.99 |
(1)
|
1,609 | |||||||||||||||||
€ | 10 | € | 6 | 4.70 |
(1)
|
28 | ||||||||||||||||||
Other
receivables
|
US$
|
1,327 |
US$
|
360 | 2.99 |
(1)
|
1,076 | |||||||||||||||||
€ | 4 | € | 4 | 4.70 |
(1)
|
19 | ||||||||||||||||||
Total
current assets
|
2,968 | |||||||||||||||||||||||
Noncurrent
Assets
|
||||||||||||||||||||||||
Other
receivables
|
US$
|
6 |
US$
|
167 | 2.99 |
(1)
|
499 | |||||||||||||||||
Total
noncurrent assets
|
499 | |||||||||||||||||||||||
Total
assets
|
3,467 | |||||||||||||||||||||||
Current
Liabilities
|
||||||||||||||||||||||||
Accounts
payable
|
US$
|
646 |
US$
|
1,007 | 3.03 |
(2)
|
3,051 | |||||||||||||||||
€ | 15 | € | 15 | 4.76 |
(2)
|
71 | ||||||||||||||||||
Loans
|
US$
|
87 |
US$
|
643 | 3.03 |
(2)
|
1,947 | |||||||||||||||||
Net
advance from crude oil purchasers
|
US$
|
3 | - | - | - | - | ||||||||||||||||||
Reserves
|
US$
|
35 |
US$
|
35 | 3.03 |
(2)
|
107 | |||||||||||||||||
Total
current liabilities
|
(2)
|
|
5,176 | |||||||||||||||||||||
Noncurrent
Liabilities
|
||||||||||||||||||||||||
Accounts
payable
|
US$
|
735 |
US$
|
868 | 3.03 |
(2)
|
2.630 | |||||||||||||||||
Loans
|
US$
|
166 |
US$
|
215 | 3.03 |
(2)
|
650 | |||||||||||||||||
Reserves
|
US$
|
282 |
US$
|
284 | 3.03 |
(2)
|
860 | |||||||||||||||||
Total
noncurrent liabilities
|
4,140 | |||||||||||||||||||||||
Total
liabilities
|
9,316 |
2008
|
2007
|
|||||||||||||||||||||||
Production
costs
|
Administrative
expenses
|
Selling
expenses
|
Exploration
expenses
|
Total
|
Total
|
|||||||||||||||||||
Salaries and
social security taxes
|
307 | 82 | 92 | 25 | 506 | 448 | ||||||||||||||||||
Fees and
compensation for services
|
92 | 144 | (1) | 20 | 1 | 257 | 202 | |||||||||||||||||
Other
personnel expenses
|
128 | 40 | 11 | 9 | 188 | 138 | ||||||||||||||||||
Taxes, charges
and contributions
|
127 | 3 | 172 | - | 302 | 224 | ||||||||||||||||||
Royalties and
easements
|
1,138 | - | 3 | 7 | 1,148 | 984 | ||||||||||||||||||
Insurance
|
48 | 2 | 4 | - | 54 | 49 | ||||||||||||||||||
Rental of real
estate and equipment
|
174 | 2 | 33 | - | 209 | 170 | ||||||||||||||||||
Survey
expenses
|
- | - | - | 38 | 38 | 100 | ||||||||||||||||||
Depreciation
of fixed assets
|
1,924 | 22 | 48 | - | 1,994 | 1,961 | ||||||||||||||||||
Industrial
inputs, consumable materials and supplies
|
275 | 3 | 25 | 2 | 305 | 321 | ||||||||||||||||||
Operation
services and other service contracts
|
718 | 5 | 36 | 5 | 764 | 495 | ||||||||||||||||||
Preservation,
repair and maintenance
|
833 | 9 | 19 | 1 | 862 | 715 | ||||||||||||||||||
Contractual
commitments
|
156 | - | - | - | 156 | 232 | ||||||||||||||||||
Unproductive
exploratory drillings
|
- | - | - | 109 | 109 | 73 | ||||||||||||||||||
Transportation,
products and charges
|
443 | - | 537 | - | 980 | 825 | ||||||||||||||||||
(Recovery)
allowance for doubtful trade receivables
|
- | - | (22 | ) | - | (22 | ) | 34 | ||||||||||||||||
Publicity and
advertising expenses
|
- | 29 | 36 | - | 65 | 54 | ||||||||||||||||||
Fuel, gas,
energy and miscellaneous
|
438 | 22 | 31 | 3 | 494 | 271 | ||||||||||||||||||
Total
2008
|
6,801 | 363 | 1,045 | 200 | 8,409 | |||||||||||||||||||
Total
2007
|
5,817 | 310 | 939 | 230 | 7,296 |
YPF
Sociedad Anónima
|
||||||
Date:
|
August
15, 2008
|
By:
|
/s/
Ignacio C. Moran
|
|||
Name:
|
Ignacio
C. Moran
|
|||||
Title:
|
Chief
Financial Officer
|