UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission file number: 1-12102
YPF Sociedad Anónima
(Exact name of registrant as specified in its charter)
Republic of Argentina
(Jurisdiction of incorporation or organization)
Macacha Güemes 515
C1106BKK Ciudad Autónoma de Buenos Aires, Argentina
(Address of principal executive offices)
Ángel Ramos Sánchez
Tel: (011-54-11) 5441-0970
Facsimile Number: (011-54-11) 5441-0232
Macacha Güemes 515
C1106BKK Ciudad Autónoma de Buenos Aires, Argentina
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
American Depositary Shares, each representing one Class D Share, par value 10 pesos per share
Class D Shares
* Listed not for trading but only in connection with the registration of American Depositary Shares.
Name of Each Exchange
on Which Registered
New York Stock Exchange
New York Stock Exchange*
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each class of stock of YPF Sociedad Anónima as of December 31, 2009 was:
Class A Shares .......................................................................................................................................................................
Class B Shares .......................................................................................................................................................................
Class C Shares .......................................................................................................................................................................
Class D Shares .......................................................................................................................................................................
3,764
7,624
65,949
393,235,456
393,312,793
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:133) No ⌧
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes (cid:133) No ⌧
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ⌧ No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes (cid:133) No (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ⌧ Accelerated filer (cid:133) Non-accelerated filer (cid:133)
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP (cid:133)
International Financial Reporting Standards
as issued by the International Accounting Standards Board: (cid:133)
Other ⌧
Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 (cid:133) Item 18 ⌧
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes (cid:133) No ⌧
TABLE OF CONTENTS
Conversion Table ...........................................................................................................................................................................
References ......................................................................................................................................................................................
Disclosure of Certain Information .................................................................................................................................................
Forward-Looking Statements .........................................................................................................................................................
Oil and Gas Terms .........................................................................................................................................................................
PART I............................................................................................................................................................................................
ITEM 1. Identity of Directors, Senior Managers and Advisers ......................................................................................................
ITEM 2. Offer Statistics and Expected Timetable ..........................................................................................................................
ITEM 3. Key Information ...............................................................................................................................................................
Selected Financial Data .........................................................................................................................................................
Exchange Controls ................................................................................................................................................................
Risk Factors...........................................................................................................................................................................
Risks Relating to Argentina ..................................................................................................................................................
ITEM 4. Information on the Company ...........................................................................................................................................
History and Development of YPF .........................................................................................................................................
The Argentine Market ...........................................................................................................................................................
History of YPF ......................................................................................................................................................................
Business Segments ................................................................................................................................................................
Exploration and Production...................................................................................................................................................
Refining and Marketing.........................................................................................................................................................
Chemicals ..............................................................................................................................................................................
Research and Development ...................................................................................................................................................
Competition...........................................................................................................................................................................
Environmental Matters ..........................................................................................................................................................
Property, Plant and Equipment..............................................................................................................................................
Regulatory Framework and Relationship with the Argentine Government ..........................................................................
ITEM 4A. Unresolved Staff Comments..........................................................................................................................................
ITEM 5. Operating and Financial Review and Prospects ...............................................................................................................
Overview ...............................................................................................................................................................................
Presentation of Financial Information ...................................................................................................................................
Segment Reporting ................................................................................................................................................................
Factors Affecting Our Operations .........................................................................................................................................
Critical Accounting Policies..................................................................................................................................................
Principal Income Statement Line Items.................................................................................................................................
Results of Operations ............................................................................................................................................................
Liquidity and Capital Resources ...........................................................................................................................................
Off-Balance Sheet Arrangements..........................................................................................................................................
ITEM 6. Directors, Senior Management and Employees ...............................................................................................................
Board of Directors .................................................................................................................................................................
The Audit Committee............................................................................................................................................................
Independence of the Members of our Board of Directors and Audit Committee..................................................................
Disclosure Committee ...........................................................................................................................................................
Executive Officers.................................................................................................................................................................
Compliance with NYSE Listing Standards on Corporate Governance .................................................................................
Compensation of Directors and Officers ...............................................................................................................................
Supervisory Committee .........................................................................................................................................................
Employee Matters .................................................................................................................................................................
ITEM 7. Major Shareholders and Related Party Transactions........................................................................................................
Share Purchase Agreement and Related Financing Agreements...........................................................................................
Option Agreements................................................................................................................................................................
Shareholders’ Agreement ......................................................................................................................................................
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i
Registration Rights and Related Agreements ........................................................................................................................
Related Party Transactions ....................................................................................................................................................
Argentine Law Concerning Related Party Transactions........................................................................................................
ITEM 8. Financial Information.......................................................................................................................................................
Financial Statements..............................................................................................................................................................
Legal Proceedings .................................................................................................................................................................
Dividend Policy.....................................................................................................................................................................
ITEM 9. The Offer and Listing.......................................................................................................................................................
Shares and ADSs ...................................................................................................................................................................
Argentine Securities Market..................................................................................................................................................
ITEM 10. Additional Information...................................................................................................................................................
Memorandum and Articles of Association............................................................................................................................
Directors ................................................................................................................................................................................
Foreign Investment Legislation.............................................................................................................................................
Dividends ..............................................................................................................................................................................
Amount Available for Distribution .......................................................................................................................................
Preemptive and Accretion Rights..........................................................................................................................................
Voting of the Underlying Class D Shares .............................................................................................................................
Certain Provisions Relating to Acquisitions of Shares..........................................................................................................
Material Contracts .................................................................................................................................................................
Exchange Controls ................................................................................................................................................................
Taxation.................................................................................................................................................................................
Argentine Tax Considerations...............................................................................................................................................
United States Federal Income Tax Considerations................................................................................................................
Available Information ...........................................................................................................................................................
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125
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128
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk.........................................................................................
129
ITEM 12. Description of Securities Other than Equity Securities ..................................................................................................
130
PART II ..........................................................................................................................................................................................
132
ITEM 13. Defaults, Dividend Arrearages and Delinquencies.........................................................................................................
132
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds ............................................................
132
ITEM 15. Controls and Procedures.................................................................................................................................................
132
ITEM 16..........................................................................................................................................................................................
133
ITEM 16A. Audit Committee Financial Expert..............................................................................................................................
133
ITEM 16B. Code of Ethics .............................................................................................................................................................
133
ITEM 16C. Principal Accountant Fees and Services......................................................................................................................
133
ITEM 16D. Exemptions from the Listing Standards for Audit Committees...................................................................................
134
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers ......................................................................
134
ITEM 16F. Change in Registrant’s Certifying Accountant ............................................................................................................
134
ITEM 16G. Corporate Governance.................................................................................................................................................
134
PART III .........................................................................................................................................................................................
135
ITEM 17. Financial Statements ......................................................................................................................................................
135
ITEM 18. Financial Statements ......................................................................................................................................................
135
ITEM 19. Exhibits ..........................................................................................................................................................................
135
SIGNATURES................................................................................................................................................................................
136
ii
Conversion Table
1 ton = 1 metric ton = 1,000 kilograms = 2,204 pounds
1 barrel = 42 U.S. gallons
1 ton of oil = approximately 7.3 barrels (assuming a specific gravity of 34 degrees API (American Petroleum Institute))
1 barrel of oil equivalent = 5,615 cubic feet of gas = 1 barrel of oil, condensate or natural gas liquids
1 kilometer = 0.63 miles
1 million Btu = 252 termies
1 cubic meter of gas = 35.3147 cubic feet of gas
1 cubic meter of gas = 10 termies
1000 acres = approximately 4 square kilometers
References
YPF Sociedad Anónima is a stock corporation organized under the laws of the Republic of Argentina (“Argentina”). As used in
this annual report, “YPF,” “the company,” “we,” “our” and “us” refer to YPF Sociedad Anónima and its controlled and jointly
controlled companies or, if the context requires, its predecessor companies. “YPF Sociedad Anónima” refers to YPF Sociedad
Anónima only. “Repsol YPF” refers to Repsol YPF, S.A. and its consolidated companies, including YPF, unless otherwise specified.
We maintain our financial books and records and publish our financial statements in Argentine pesos. In this annual report, references
to “pesos” or “Ps.” are to Argentine pesos, and references to “dollars,” “U.S. dollars” or “U.S.$” are to United States dollars.
Disclosure of Certain Information
In this annual report, references to “Audited Consolidated Financial Statements” are to YPF’s audited consolidated balance
sheets as of December 31, 2009, 2008 and 2007, YPF’s audited consolidated statements of income for the years ended December 31,
2009, 2008 and 2007, YPF’s audited consolidated statements of cash flows for the years ended December 31, 2009, 2008 and 2007,
YPF’s audited consolidated statements of changes in shareholders’ equity for the years ended December 31, 2009, 2008 and 2007, and
the related notes and schedules thereto.
Unless otherwise indicated, the information contained in this annual report reflects:
• for the subsidiaries that were consolidated using the global integration method at the date or for the periods indicated, 100%
of the assets, liabilities and results of operations of such subsidiaries without excluding minority interests, and
• for those subsidiaries whose results were consolidated using the proportional integration method, a pro rata amount of the
assets, liabilities and results of operations for such subsidiaries at the date or for the periods indicated. For information
regarding consolidation, see Note 1 to the Audited Consolidated Financial Statements.
The Audited Consolidated Financial Statements and other amounts derived from such Audited Consolidated Financial
Statements included in this annual report reflect the effect of changes in the purchasing power of money by the application of the
method for remeasurement in constant pesos through February 28, 2003. See Note 1 to the Audited Consolidated Financial
Statements.
Certain monetary amounts and other figures included in this annual report have been subject to rounding adjustments. Any
discrepancies in any tables between the totals and the sums of the amounts are due to rounding.
Forward-Looking Statements
This annual report, including any documents incorporated by reference, contains statements that we believe constitute forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may
include statements regarding the intent, belief or current expectations of us and our management, including statements with respect to
trends affecting our financial condition, financial ratios, results of operations, business, strategy, geographic concentration, reserves,
future hydrocarbon production volumes and the company’s ability to satisfy its long-term sales commitments from future supplies
available to the company, dates or periods in which production is scheduled or expected to come onstream, as well as our plans with
respect to capital expenditures, business strategy, geographic concentration, cost savings, investments and dividends payout policies.
These statements are not a guarantee of future performance and are subject to material risks, uncertainties, changes and other factors
which may be beyond our control or may be difficult to predict. Accordingly, our future financial condition, prices, financial ratios,
results of operations, business, strategy, geographic concentration, production volumes, reserves, capital expenditures, cost savings,
investments and dividend policies could differ materially from those expressed or implied in any such forward-looking statements.
Such factors include, but are not limited to, currency fluctuations, the price of petroleum products, the ability to realize cost reductions
and operating efficiencies without unduly disrupting business operations, replacement of hydrocarbon reserves, environmental,
regulatory and legal considerations and general economic and business conditions in Argentina, as well as those factors described in
the filings made by YPF and its affiliates with the Securities and Exchange Commission, in particular, those described in “Item 3. Key
1
Information—Risk Factors” below and “Item 5. Operating and Financial Review and Prospects.” YPF does not undertake to publicly
update or revise these forward-looking statements even if experience or future changes make it clear that the projected results or
condition expressed or implied therein will not be realized.
Oil and Gas Terms
Oil and gas reserves definitions used in this annual report are in accordance with Regulations S-X and S-K, as amended by the
U.S. Securities and Exchange Commission’s (“SEC”) final rule, Modernization of Oil and Gas Reporting
(Release Nos. 33-8995; 34-59192; FR-78; File No. S7-15-08; December 31, 2008) and relevant guidance notes and letters issued by
the SEC’s Staff.
The reported reserves contained in this annual report include only our proved reserves and do not include probable reserves,
possible reserves or reserves from nontraditional or unconventional sources.
The following terms have the meanings shown below unless the context indicates otherwise:
“acreage”: The total area, expressed in acres or km2 , over which YPF has interests in exploration or production. Net acreage is
YPF’s interest in the relevant exploration or production area.
“concession contracts”: A grant of access for a defined area and time period that transfers certain entitlements to produce
hydrocarbons from the host country to an enterprise. The company holding the concession generally has rights and responsibilities for
the exploration, development, production and sale of hydrocarbon, and typically, an obligation to make payments at the signing of the
concession and once production begins pursuant to applicable laws and regulations.
“crude oil”: Crude oil with respect to YPF’s production and reserves includes condensate and natural gas liquids (“NGL”).
“gas” : Natural gas.
“hydrocarbons” : Crude oil and natural gas.
“surface conditions”: Represents the pressure and temperature conditions at which volumes of oil, gas, condensate and natural
gas liquids are measured for report purpose. It is also referred to as standard conditions. For YPF these conditions are 14.7 psi for
pressure and 60°F for temperature. All volume units expressed in this report are at surface conditions.
2
Abbreviations:
“bbl”...............................................................Barrels.
“bcf”.............................................................. Billion cubic feet.
“bcm”............................................................ Billion cubic meters.
“boe” ............................................................. Barrels of oil equivalent.
“boe/d”.......................................................... Barrels of oil equivalent per day.
“GWh” .......................................................... Gigawatt hours.
“HP”.............................................................. Horse Power.
“km”.............................................................. Kilometers.
“km 2” ............................................................ Square kilometers.
“liquids”........................................................ Crude oil, condensate and natural gas
liquids.
“LNG”........................................................... Liquefied natural gas.
“LPG” ........................................................... Liquefied petroleum gas.
“m”................................................................ Thousand.
“mbbl/d” ....................................................... Thousand barrels per day.
“mcf”............................................................. Thousand cubic feet.
“mcm”........................................................... Thousand cubic meters.
“mboe/d”....................................................... Thousand barrels of oil equivalent per day.
“mm”............................................................. Million.
“mmbbl” ....................................................... Million barrels.
“mmboe”....................................................... Million barrels of oil equivalent.
“mmboe/d”.................................................... Million barrels of oil equivalent per day.
“mmBtu”....................................................... Million British thermal units.
“mmcf” ......................................................... Million cubic feet.
“mmcf/d” ...................................................... Million cubic feet per day.
“mmcm/d”..................................................... Million cubic meters per day.
“mtn”............................................................. Thousand tons.
“MW” ........................................................... Megawatts.
“psi” .............................................................. Pound per square inch.
“WTI” ............................................................West Texas Intermediate.
3
PART I
ITEM 1.
Identity of Directors, Senior Managers and Advisers
Not applicable.
ITEM 2. Offer Statistics and Expected Timetable
Not applicable.
ITEM 3. Key Information
Selected Financial Data
The following tables present our selected financial and operating data. You should read this information in conjunction with our
Audited Consolidated Financial Statements and related notes, and the information under “Item 5. Operating and Financial Review and
Prospects” included elsewhere in this annual report.
The financial data as of December 31, 2009, 2008 and 2007 and for the years then ended is derived from our Audited
Consolidated Financial Statements, which are included in this annual report. The financial data as of and for the years ended
December 31, 2006 and 2005 is derived from our audited financial statements, which are not included in this annual report. Our
audited financial statements have been prepared in accordance with generally accepted accounting principles in Argentina, which we
refer to as Argentine GAAP and which differ in certain significant respects from generally accepted accounting principles in the
United States, which we refer to as U.S. GAAP. Notes 13, 14 and 15 to our Audited Consolidated Financial Statements provide a
description of the significant differences between Argentine GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S.
GAAP of net income and shareholders’ equity as of December 31, 2009, 2008 and 2007 and for the years then ended.
In this annual report, except as otherwise specified, references to “$,” “U.S.$” and “dollars” are to U.S. dollars, and references
to “Ps.” and “pesos” are to Argentine pesos. Solely for the convenience of the reader, peso amounts as of and for the year ended
December 31, 2009 have been translated into U.S. dollars at the exchange rate quoted by the Argentine Central Bank (Banco Central
de la República Argentina or Central Bank) on December 31, 2009 of Ps.3.80 to U.S.$1.00, unless otherwise specified. The exchange
rate quoted by Central Bank on June 23, 2010 was Ps.3.93 to U.S.$1.00. The U.S. dollar equivalent information should not be
construed to imply that the peso amounts represent, or could have been or could be converted into U.S. dollars at such rates or any
other rate. See “—Exchange Rates.”
Consolidated Income Statement Data:
Argentine GAAP(2)
Net sales(3)(4)...........................................................
Gross profit ...............................................................
Administrative expenses ...........................................
Selling expenses........................................................
Exploration expenses ................................................
Operating income......................................................
(Loss)/Income on long-term investments..................
Other income/(expense), net .....................................
Interest expense.........................................................
Other financial income/(expense) and holding
gains/(losses), net .................................................
Income from sale of long-term investments..............
Reversal/(impairment) of other current assets...........
2009
2009
(in millions
of U.S.$,
except for
per share
and per
ADS data)
As of and for Year Ended December 31,
2006
2008
2007
2005(1)
(in millions of pesos, except for per share and per
ADS data)
9,032
2,932
(290)
(655)
(145)
1,842
(6)
42
(252)
34,320
11,143
(1,102)
(2,490)
(552)
6,999
(22)
159
(958)
34,875
10,862
(1,053)
(2,460)
(684)
6,665
83
(376)
(492)
29,104 25,635
10,104
9,814
(674)
(805)
(1,797)
(2,120)
(460)
(522)
6,657
6,883
34
183
(204)
(213)
(439)
(292)
22,901
11,643
(552)
(1,650)
(280)
9,161
39
(545)
(459)
(75)
—
—
(284)
—
—
318
—
—
810
5
69
667
11
(69)
561
15
—
4
Income before income tax.......................................................
Income tax ..............................................................................
Net income..............................................................................
Earnings per share and per ADS(5) ........................................
Dividends per share and per ADS(5) (in pesos)......................
Dividends per share and per ADS(5)(6) (in U.S. dollars) .......
U.S. GAAP
Operating income....................................................................
Net income..............................................................................
Earnings per share and per ADS(5) (in pesos)........................
Consolidated Balance Sheet Data:
Argentine GAAP(2)
Cash ........................................................................................
Working capital.......................................................................
Total assets..............................................................................
Total debt(7) ...........................................................................
Shareholders’ equity(8)...........................................................
U.S. GAAP
Total assets..............................................................................
Shareholders’ equity ...............................................................
Other Consolidated Financial Data:
Argentine GAAP
Fixed assets depreciation ........................................................
Cash used in fixed asset acquisitions ......................................
2009
(in millions
of U.S.$,
except for
per share
and per
ADS data)
1,551
(634)
917
2.33
n.a.
n.a.
1,154
686
n.a.
As of and for Year Ended December 31,
2009
2008
2007
2006
(in millions of pesos, except for per share and per
ADS data)
5,894
(2,408)
3,486
8.86
12.45
3.31
4,385
2,605
6.62
6,198
(2,558)
3,640
9.25
23.61
7.37
6,844
(2,758)
4,086
10.39
6.00
1.93
7,258
(2,801)
4,457
11.33
6.00
1.97
5,230
3,014
7.66
5,176
3,325
8.45
5,626
3,667
9.32
2005(1)
8,772
(3,410)
5,362
13.63
12.40
4.25
8,065
5,142
13.07
176
(547)
10,601
1,794
4,969
669
(2,080)
40,283
6,819
18,881
(2,758)
391
196
4,081
118
4,905
39,079 38,102 35,394
1,425
20,356 26,060 24,345
4,479
994
122
2,903
32,224
1,453
22,249
12,248
6,768
46,544
25,717
44,251 40,746 37,046
25,492 29,067 26,241
34,748
24,254
1,272
1,483
4,832
5,636
4,775
7,035
4,139
6,163
3,718
5,002
2,707
3,722
(1) Consolidated income and balance sheet data for the year ended December 31, 2005 set forth above include the retroactive effect
from the application of new accounting rules in Argentina effective since January 1, 2006.
(2) The financial statements reflect the effect of changes in the purchasing power of money by the application of the method for
remeasurement in constant Argentine pesos set forth in Technical Resolution No. 6 of the Argentine Federation of Professional
Councils in Economic Sciences (“F.A.C.P.C.E.”) and taking into consideration General Resolution No. 441 of the National
Securities Commission (“CNV”), which established the discontinuation of the remeasurement of financial statements in constant
Argentine pesos as from March 1, 2003. See Note 1 to the Audited Consolidated Financial Statements.
Includes Ps.1,433 million for the year ended December 31, 2009, Ps.1,770 million for the year ended December 31, 2008,
Ps.1,350 million for the year ended December 31, 2007, Ps.1,451 million for the year ended December 31, 2006, and Ps.1,216
million for the year ended December 31, 2005 corresponding to the proportional consolidation of the net sales of investees in
which we hold joint control with third parties. See Note 13(b) to the Audited Consolidated Financial Statements.
(3)
(4) Net sales are net to us after payment of a fuel transfer tax, turnover tax and, from 2002, customs duties on hydrocarbon exports.
Royalty payments required to be made to a third party, whether payable in cash or in kind, which are a financial obligation, or
are substantially equivalent to a production or similar tax, are accounted for as a cost of production and are not deducted in
determining net sales. See “Item 4. Information on the Company—Exploration and Production—Oil and gas production,
production prices and production costs” and Note 2 (f) to the Audited Consolidated Financial Statements.
Information has been calculated based on outstanding capital stock of 393,312,793 shares. Each ADS represents one Class D
share. There were no differences between basic and diluted earnings per share and ADS for any of the years disclosed.
(5)
(6) Amounts expressed in U.S. dollars are based on the exchange rate as of the date of payment. For periods in which more than one
dividend payment was made, the amounts expressed in U.S. dollars are based on exchange rates at the date of each payment.
(7) Total debt under Argentine GAAP includes nominal amounts of long-term debt of Ps.2,140 million as of December 31, 2009,
Ps.1,260 million as of December 31, 2008, Ps.523 million as of December 31, 2007, Ps.510 million as of December 31, 2006,
and Ps.1,107 million as of December 31, 2005.
(8) Our subscribed capital as of December 31, 2009 is represented by 393,312,793 shares of common stock and divided into four
classes of shares, with a par value of Ps.10 and one vote per share. These shares are fully subscribed, paid-in and authorized for
stock exchange listing.
5
Exchange Rates
From April 1, 1991 until the end of 2001, the Convertibility Law (Law No. 23,928) established a fixed exchange rate under
which the Central Bank was obligated to sell U.S. dollars at one peso per U.S. dollar. On January 6, 2002, the Argentine Congress
enacted the Public Emergency Law (Law No. 25,561, the Public Emergency and Foreign Exchange System Reform Law), formally
putting an end to the Convertibility Law regime and abandoning over 10 years of U.S. dollar-peso parity. The Public Emergency Law,
which has been extended until December 31, 2011, grants the executive branch of the Argentine government the power to set the
exchange rate between the peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a
brief period during which the Argentine government established a temporary dual exchange rate system pursuant to the Public
Emergency Law, the peso has been allowed to float freely against other currencies since February 2002 although the government has
the power to intervene by buying and selling foreign currency for its own account, a practice in which it engages on a regular basis.
The following table sets forth the annual high, low, average and period-end exchange rates for U.S. dollars for the periods
indicated, expressed in nominal pesos per U.S. dollar, based on rates quoted by the Central Bank. The Federal Reserve Bank of New
York does not report a noon buying rate for Argentine pesos.
Year ended December 31,
Low
High
Average
(pesos per U.S. dollar)
2005...........................................................................................................................
2006...........................................................................................................................
2007...........................................................................................................................
2008...........................................................................................................................
2009...........................................................................................................................
2.86
3.03
3.05
3.01
3.45
3.04
3.10
3.18
3.45
3.85
Month
December 2009 .........................................................................................................
January 2010 .............................................................................................................
February 2010 ...........................................................................................................
March 2010 ...............................................................................................................
April 2010 .................................................................................................................
May 2010...................................................................................................................
June 2010 (2).............................................................................................................
3.79
3.79
3.83
3.86
3.87
3.89
3.92
3.83
3.83
3.86
3.88
3.89
3.93
3.93
Source: Central Bank
(1) Represents the average of the exchange rates on the last day of each month during the period.
(2) Through June 23, 2010.
2.90(1)
3.07(1)
3.12(1)
3.18(1)
3.75(1)
3.81
3.80
3.85
3.86
3.88
3.90
3.92
Period End
3.03
3.06
3.15
3.45
3.80
3.80
3.83
3.86
3.88
3.89
3.93
3.93
No representation is made that peso amounts have been, could have been or could be converted into U.S. dollars at the foregoing
rates on any of the dates indicated.
Exchange Controls
Prior to December 1989, the Argentine foreign exchange market was subject to exchange controls. From December 1989 until
April 1991, Argentina had a freely floating exchange rate for all foreign currency transactions, and the transfer of dividend payments
in foreign currency abroad and the repatriation of capital were permitted without prior approval of the Central Bank. From April 1,
1991, when the Convertibility Law became effective, until December 21, 2001, when the Central Bank closed the foreign exchange
market, the Argentine currency was freely convertible into U.S. dollars.
On December 3, 2001, the Argentine government imposed a number of monetary and currency exchange control measures
through Decree 1570/01, which included restrictions on the free disposition of funds deposited with banks and tight restrictions on
transferring funds abroad (including the transfer of funds to pay dividends) without the Central Bank’s prior authorization subject to
specific exceptions for transfers related to foreign trade. Since January 2003, the Central Bank has gradually eased these restrictions
and expanded the list of transfers of funds abroad that do not require its prior authorization (including the transfer of funds to pay
dividends). In June 2003, the Argentine government set restrictions on capital flows into Argentina, which mainly consisted of a
prohibition against the transfer abroad of any funds until 180 days after their entry into the country. In June 2005, the government
established further restrictions on capital flows into Argentina, including increasing the period that certain incoming funds must
remain in Argentina to 365 calendar days and requiring that 30% of incoming funds be deposited with a bank in Argentina in a non-
assignable, non-interest-bearing account for 365 calendar days. Under the exchange regulations currently in force, restrictions exist in
respect of the repatriation of funds or investments by non-Argentine residents. For instance, subject only to limited exceptions, the
repatriation by non-Argentine residents of funds received as a result of the sale of the Class D shares in the secondary market is
subject to a limit of U.S.$500,000 per person per calendar month. In order to repatriate such funds abroad, non-Argentine residents
6
also are required to demonstrate that the funds used to make the investment in the Class D shares were transferred to Argentina at least
365 days before the proposed repatriation. The transfer abroad of dividend payments is currently authorized by applicable regulations
to the extent that such dividend payments are made in connection with audited financial statements and are approved by a
shareholders’ meeting.
Risk Factors
YPF’s operations and earnings are subject to risks as a result of changes in competitive, economic, political, legal, regulatory,
social, industrial, business and financial conditions. Investors should carefully consider these risks.
As a result of the recent global financial crisis and the continuing uncertain economic environment, certain risks may gain more
prominence either individually or when taken together. Certain oil and gas prices and margins may be lower than in recent years due
to reduced demand and certain other factors.
Risks Relating to Argentina
Our business is largely depend upon economic conditions in Argentina
Substantially all of our operations, properties and customers are located in Argentina, and, as a result, our business is to a large
extent dependent upon economic conditions prevailing in Argentina. The Argentine economy has experienced significant volatility in
recent decades, including numerous periods of low or negative growth and high and variable levels of inflation and devaluation. Since
the most recent crisis of 2001 and 2002, the Argentine economy has grown at a rapid pace during recent years, with real GDP
increasing at an average cumulative rate of 8.5% between 2003 and 2008. As a result of the crisis in the global economy, Argentina’s
GDP growth rate decelerated to approximately 1% in 2009, according to preliminary data. No assurances can be given that growth
will resume at historical rates, or at all, in 2010 or subsequent years or that the economy will not contract. See “Item 5. Operating and
Financial Review and Prospects—Factors Affecting Our Operations—Macroeconomic Conditions.” If economic conditions in
Argentina were to deteriorate, it would likely have an adverse effect on our financial condition and results of operations.
Our domestic operations are subject to extensive regulation.
The oil and gas industry is subject to extensive government regulation and control. As a result, our business is to a large extent
dependent upon regulatory and political conditions prevailing in Argentina and our results of operations may be materially and
adversely affected by regulatory and political changes in Argentina. We currently face risks and challenges relating to government
regulation and control of the energy sector, including those set forth below and elsewhere in these risk factors:
• limitations on our ability to pass higher domestic taxes or increases in international prices of crude oil and other hydrocarbon
fuels and exchange rate fluctuations through to domestic prices, or to increase local prices of natural gas (in particular for
residential customers);
• higher taxes on exports of hydrocarbons;
• restrictions on hydrocarbon export volumes driven mainly by the requirement to satisfy domestic demand;
• in connection with the Argentine government’s policy to provide absolute priority to domestic demand, regulatory orders to
supply natural gas and other hydrocarbon products to the domestic retail market in excess of previously contracted amounts;
and
• the implementation or imposition of stricter quality requirements for petroleum products in Argentina.
The Argentine government has made certain changes in regulations and policies governing the energy sector to give absolute
priority to domestic supply at low, stable prices in order to sustain economic recovery. As a result of the above-mentioned changes, for
example, on days during which a gas shortage occurs, exports of natural gas (which are also affected by other government curtailment
orders) and the provision of gas supplies to industries, electricity generation plants and service stations selling compressed natural gas
are interrupted for priority to be given to residential consumers at lower prices. We cannot assure you that changes in applicable laws
and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our results
of operations. See “Item 4. Information on the Company—Regulatory Framework and Relationship with the Argentine Government.”
Similarly, we cannot assure you that future government policies aimed at sustaining economic recovery or in response to domestic
needs will not adversely affect the oil and gas industry.
In January 2007, Law No. 26,197 was enacted, which, in accordance with Article 124 of the National Constitution, provided
that Argentine provinces shall be the owners of the hydrocarbon reservoirs located within their territories. Pursuant to the law, the
Argentine Congress is charged with enacting laws and regulations aimed at developing mineral resources within Argentina, while the
provincial governments are responsible for enforcing these laws and administering hydrocarbon fields that fall within the territories of
their respective provinces. Certain provincial governments, however, have construed the provisions of Law No. 26,197 and Article
124 to empower the provinces to enact their own regulations concerning exploration and production of oil and gas within their
territories. There can be no assurance that regulations or taxes (including royalties) enacted or administered by the provinces will not
conflict with federal law, and such taxes or regulations may adversely affect our operations and financial condition.
7
Limitations on local pricing in Argentina may adversely affect our results of operations
In recent years, due to regulatory, economic and government policy factors, our domestic gasoline, diesel and other fuel prices
have frequently lagged substantially behind prevailing international and regional market prices for such products, and our ability to
increase prices has been limited. Likewise, the prices at which we sell natural gas in Argentina (particularly to the residential sector)
are subject to government regulations and currently are substantially below regional market prices for natural gas. For additional
information on domestic pricing for our products, see “Item 5. Operating and Financial Review and Prospects” and “Item 4.
Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Market Regulation.” We
cannot assure you that we will be able to increase the domestic prices of our products in response to future increases in the
international market prices of such products, and limitations on our ability to do so would continue to adversely affect our financial
condition and results of operations. Similarly, we cannot assure you that hydrocarbon prices in Argentina will match the increases or
decreases in hydrocarbon prices at the international or regional levels.
We are subject to direct and indirect export restrictions, which have affected our results of operations and caused us to declare
force majeure under certain of our export contracts
The Argentine Hydrocarbons Law (Law No. 17,319) allows for hydrocarbon exports as long as they are not required for the
domestic market and are sold at reasonable prices. In the case of natural gas, Law 24,076 and related regulations require that the needs
of the domestic market be taken into account when authorizing long term natural gas exports.
During the last several years, the Argentine authorities have adopted a number of measures that have resulted in extensive
restrictions on exports of natural gas from Argentina. Due to the foregoing, we have been obliged to sell a part of our natural gas
production previously destined for the export market in the local Argentine market and have not been able to meet our contractual gas
export commitments in whole or, in some cases, in part, leading to disputes with our export clients and forcing us to declare force
majeure under our export sales agreements. We believe that the measures mentioned above constitute force majeure events that
relieve us from any contingent liability for the failure to comply with our contractual obligations, although no assurance can be given
that this position will prevail. See “Item 4. Information on the Company—Exploration and Production—Delivery commitments—
Natural gas supply contracts,” “Item 4. Information on the Company—Exploration and Production—The Argentine natural gas
market,” and “Item 8. Financial Information—Legal Proceedings.”
In addition, the effectiveness of certain of our natural gas export authorizations is subject to an analysis by the Argentine
Secretariat of Energy of natural gas reserves in the Noroeste basin. The result of such analysis is uncertain and may have an adverse
impact upon our performance of the export gas sales agreements related to such export authorizations should the Argentine Secretariat
of Energy determine that reserves are inadequate. See “Item 8. Financial Information—Legal Proceedings—Argentina.”
Crude oil exports, as well as the export of most of our hydrocarbon products, currently require prior authorization from the
Argentine Secretariat of Energy (pursuant to the regime established under Resolution S.E. No. 1679/04 as amended and supplemented
by other regulation). Oil companies seeking to export crude oil or LPG must first demonstrate that the local demand for such product
is satisfied or that an offer to sell the product to local purchasers has been made and rejected. Oil refineries seeking to export diesel
fuel must also first demonstrate that the local demand of diesel is duly satisfied. Because domestic diesel production does not currently
satisfy Argentine domestic consumption needs, we have been prevented since 2005 from selling diesel production in the export
market, and thereby obliged to sell in the local market at prevailing domestic prices.
We are unable to predict how long these export restrictions will be in place, or whether any further measures will be adopted
that adversely affect our ability to export gas, crude oil and diesel fuel or other products and, accordingly, our results of operations.
The imposition of new export duties and other taxes could adversely affect our results
Since 2002, new duties have been imposed on exports, and have been progressively increased over the years. Resolution
394/2007 of the Ministry of Economy and Production, published on November 16, 2007, amended the export duties on crude oil and
other crude derivative products imposed in previous years. The new regime provides that when the WTI international price exceeds
the reference price, which is fixed at U.S.$60.9/barrel, the producer shall be allowed to collect at U.S.$42/barrel, with the remainder
being withheld by the Argentine government as an export tax. If the WTI international price is under the reference price but over
U.S.$45/barrel, a 45% withholding rate will apply. If such price is under U.S.$45/barrel, the applicable export tax is to be determined
by the Argentine government within a term of 90 business days. The withholding rate determined as indicated above also currently
applies to diesel, gasoline and other crude derivative products. In addition, the calculation procedure described above also applies to
other petroleum products and lubricants based upon different withholding rates, reference prices and prices allowed to producers. See
“Item 4. Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Market
Regulation.”
8
With respect to natural gas products, Resolution No. 127/2008 of the Ministry of Economy and Production increased export
duties applicable to natural gas exports from 45% to 100%, mandating a valuation basis for the calculation of the duty as the highest
price established in any contract of any Argentine importer for the import of gas. Resolution No. 127/2008 provides with respect to
LPG products (including butane, propane and blends thereof) that if the international price of the relevant LPG product, as notified
daily by the Argentine Secretariat of Energy, is under the reference price established for such product in the Resolution (U.S.$338/m3
for propane, U.S.$393/m3 for butane and U.S.$363/m3 for blends of the two), the applicable export duty for such product will be
45%. If the international price exceeds the reference price, the producer shall be allowed to collect the maximum amount established
by the Resolution for the relevant product (U.S.$233/m3 for propane, U.S.$271/m3 for butane and U.S.$250/m3 for blends of the
two), with the remainder being withheld by the Argentine government as an export tax.
As a result of the aforementioned export tax increases, we may be and, in certain cases, have already been forced to seek the
renegotiation of our export contracts, despite, in most cases, the prior authorization of such contracts by the Argentine government.
We cannot provide assurances that we will be able to renegotiate such contracts on terms acceptable to us.
The imposition of these export taxes has adversely affected our results of operations. We cannot assure you that these taxes will
not continue or be increased in the future or that other new taxes will not be imposed.
We may be exposed to fluctuations in foreign exchange rates
Our results of operations are exposed to currency fluctuation and any devaluation of the peso against the U.S. dollar and other
hard currencies may adversely affect our business and results of operations. The value of the peso has fluctuated significantly in the
past and may do so in the future. We are unable to predict whether, and to what extent, the value of the peso may further depreciate or
appreciate against the U.S. dollar and how any such fluctuations would affect our business.
We may be subject to exchange and capital controls
In 2001 and 2002, as a result of the economic crisis, Argentina imposed exchange controls and transfer restrictions substantially
limiting the ability of companies to retain foreign currency or make payments abroad. Under current Argentine law, exporters are
required to convert proceeds from export operations into domestic currency, subject to certain exceptions applicable to the oil and gas
industry that permit us to retain abroad 70% of export proceeds. See “Item 4. Information on the Company—Regulatory Framework
and Relationship with the Argentine Government—Repatriation of Foreign Currency.” There can be no assurances regarding future
modifications to exchange and capital controls. The imposition of stricter exchange and capital controls could adversely affect our
financial condition or results of operations and our ability to meet our foreign currency obligations and execute our financing plans.
Our access to international capital markets is influenced by the perception of risk in Argentina and other emerging economies,
which may affect our ability to finance our operations and the trading values of our securities.
International investors consider Argentina to be an emerging market. Economic and market conditions in other emerging market
countries, especially those in Latin America, influence the market for securities issued by Argentine companies. Volatility in securities
markets in Latin America and in other emerging market countries may have a negative impact on the trading value of our securities
and on our ability and the terms on which we are able to access international capital markets.
Risks Relating to the Argentine Oil and Gas Business and Our Business
Oil and gas prices could affect our level of capital expenditures
The prices that we are able to obtain for our hydrocarbon products affect the viability of investments in new exploration,
development and refining, and as a result the timing and amount of our projected capital expenditures for such purposes. We budget
capital expenditures related to exploration, development, refining and distribution activities by taking into account, among other
things, market prices for our hydrocarbon products. In the event that current domestic prices for certain products prevail or decrease,
our ability to improve our hydrocarbon recovery rates, find new reserves and carry out certain of our other capital expenditure plans is
likely to be adversely affected, which in turn would have an adverse effect on our results of operations.
Our reserves and production are likely to decline
Argentina’s oil and gas fields are mature and our reserves and production are declining as reserves are depleted. In the last two
years our proved reserves declined by approximately 21.0%, and we replaced approximately 42.1% of our production with new
proved reserves during 2009; average daily production in 2009, on a boe basis, declined by approximately 7.9% from 2008. We are
engaged in efforts to mitigate these declines by adding reserves through technological enhancements aimed at improving our recovery
factors as well as through deepwater offshore exploration and development of tight gas. These efforts are subject to material risks and
may prove unsuccessful due to risks inherent to the oil and gas industry.
9
Our oil and natural gas reserves are estimates
Our oil and gas proved reserves are estimated using geological and engineering data to determine with reasonable certainty
whether the crude oil or natural gas in known reservoirs is recoverable under existing economic and operating conditions.
The accuracy of proved reserve estimates depends on a number of factors, assumptions and variables, among which the most
important are:
• the results of drilling, testing and production after the date of the estimates, which may require substantial revisions;
• the quality of available geological, technical and economic data and the interpretation and judgment of such data;
• the production performance of reservoirs;
• developments such as acquisitions and dispositions, new discoveries and extensions of existing fields and the
application of improved recovery techniques;
• changes in oil and natural gas prices, which could have an effect on the size of our proved reserves because the
estimates of reserves are calculated under existing economic conditions when such estimates are made. A decline in the
price of oil or gas could make reserves no longer economically viable to exploit and therefore not classifiable as
proved; and
• whether the prevailing tax rules, other government regulations and contractual conditions will remain the same as on
the date estimates are made. Changes in tax rules and other government regulations could make reserves no longer
economically viable to exploit.
Many of the factors, assumptions and variables involved in estimating proved reserves are beyond our control and are subject to
change over time. See “Item 4. Information on the Company—Exploration and Production—Oil and Gas Reserves.” Consequently,
measures of reserves are not precise and are subject to revision. Any downward revision in our estimated quantities of proved reserves
could adversely impact our financial results, leading to increased depreciation, depletion and amortization charges and/or impairment
charges, which would reduce earnings and shareholders’ equity.
The oil and gas industry is subject to particular economic and operational risks
Oil and gas exploration and production activities are subject to particular economic and industry-specific operational risks, some
of which are beyond our control, such as production, equipment and transportation risks, and natural hazards and other uncertainties,
including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be
curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, oil or natural gas spills or leaks, shortages or
delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failure, abnormally
pressured formations, and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. If these risks
materialize, we may suffer substantial operational losses and disruptions to our operations and harm to our reputation. Drilling may be
unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient net
revenues to return a profit after drilling, operating and other costs are taken into account.
Argentine oil and gas production concessions and exploration permits are subject to certain conditions and may not be renewed
The Hydrocarbons Law provides for oil and gas concessions to remain in effect for 25 years as from the date of their award, and
further provides for the concession term to be extended for up to 10 additional years, subject to terms and conditions approved by the
grantor at the time of the extension. The expiration of part of our and other Argentine oil companies’ concessions occurs in 2017. The
authority to extend the terms of current and new permits, concessions and contracts has been vested in the governments of the
provinces in which the relevant area is located (and the federal government in respect of offshore areas beyond 12 nautical miles). In
order to be eligible for the extension, any concessionaire and permit holder must have complied with its obligations under the
Hydrocarbons Law and the terms of the particular concession or permit, including evidence of payment of taxes and royalties, the
supply of the necessary technology, equipment and labor force and compliance with various environmental, investment and
development obligations. Under the Hydrocarbons Law, non-compliance with these obligations and standards may also result in the
imposition of fines and in the case of material breaches, following the expiration of applicable cure periods, the revocation of the
concession or permit. Concessions representing approximately 50% of our proved reserves as of December 31, 2009 have been
extended prior to the date of this annual report (see Note 10(c) to our Audited Consolidated Financial Statements). We cannot provide
assurances that concessions that have not yet been renewed will be extended or that additional investment, royalty payment or other
requirements will not be imposed on us in order to obtain extensions. The termination of, or failure to obtain the extension of, a
concession or permit could have a material adverse effect on our business and results of our operations.
10
Our acquisition of exploratory acreage and crude oil and natural gas reserves is subject to heavy competition
We face intense competition in bidding for crude oil and natural gas production areas, which are typically auctioned by
governmental authorities, especially those areas with the most attractive crude oil and natural gas reserves. Some provinces of
Argentina, including La Pampa, Neuquén and Chubut, have created provincial government-owned companies to develop activities in
the oil and gas industry. Energía Argentina S.A. (ENARSA), the Argentine state-owned energy company, has also entered the market,
particularly in the context of offshore exploration. As a result, the conditions under which we are able to access new exploratory or
productive areas could be adversely affected.
We may incur significant costs and liabilities related to environmental, health and safety matters
Our operations, like those of other companies in the oil and gas industry, are subject to a wide range of environmental, health
and safety laws and regulations in the countries in which we operate. These laws and regulations have a substantial impact on our
operations and those of our subsidiaries, and could result in material adverse effects on our financial position and results of operation.
A number of events related to environmental, health and safety matters, including changes in applicable laws and regulations, adverse
judicial or administrative interpretations of such laws and regulations, changes in enforcement policy, the occurrence of new litigation
or development of pending litigation, and the development of information concerning these matters, could result in new or increased
liabilities, capital expenditures, reserves, losses and other impacts that could have a material adverse effect on our financial condition
and results of operations. See “Item 8. Financial Information—Legal Proceedings,” “Item 4. Information on the Company—
Regulatory Framework and Relationship with the Argentine Government—Argentine Environmental Regulations” and “Item 4.
Information on the Company—Regulatory Framework and Relationship with the Argentine Government—U.S. Environmental
Regulations.” Environmental, health and safety regulation and jurisprudence in Argentina is developing at a rapid pace and no
assurance can be provided that such developments will not increase our cost of doing business and liabilities. In addition, due to
concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory
requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards, or the adoption of cap and
trade regimes. If adopted in Argentina, these requirements could make our products more expensive as well as shift hydrocarbon
demand toward relatively lower-carbon sources such as renewable energies.
We are party to a number of legal proceedings
As described under “Item 8. Financial Information—Legal Proceedings,” we are party to a number of labor, commercial, civil,
tax, criminal, environmental and administrative proceedings that, either alone or in combination with other proceedings, could, if
resolved in whole or in part adversely to us, result in the imposition of material costs, fines, judgments or other losses. While we
believe that we have provisioned such risks appropriately based on the opinions and advice of our external legal advisors and in
accordance with applicable accounting rules, certain loss contingencies, particularly those relating to environmental matters, are
subject to change as new information develops and it is possible that losses resulting from such risks, if proceedings are decided in
whole or in part adversely to us, could significantly exceed any reserves we have established.
Our business depends to a significant extent on our production and refining facilities and logistics network
Our oil and natural gas field facilities, refineries and logistics network are our principal production facilities and distribution
network on which a significant portion of our revenues depends. Although we insure our properties on terms we consider prudent and
have adopted and maintain safety measures, any significant damage to, accident or other production stoppage at our facilities or
network could materially and adversely affect our production capabilities, financial condition and results of operations.
We could be subject to organized labor action
Although we consider our current relations with our workforce to be good, we have experienced organized work disruptions and
stoppages in the past and we cannot assure you that we will not experience them in the future, which could adversely affect our
business and revenues. Labor demands are commonplace in Argentina’s energy sector and unionized workers have blocked access to
and damaged our plants in the recent past. Our operations were affected occasionally by labor strikes during 2008 and 2009. See “Item
5. Operating and Financing Review and Prospects—Factors Affecting Our Operations—Macroeconomic conditions.”
Risks Relating to Our Class D Shares and ADSs
Our principal shareholder can exercise control over the company
Following the Petersen Transaction, as defined in “Item 7. Major Shareholders and Related Party Transactions” Repsol YPF
controls 84.04% of our capital stock and voting rights and Petersen Energía S.A. (“Petersen Energía”) and Petersen Energía Inversora
S.A. (“PEISA”, and together with Petersen Energía, the “Petersen Group”) control 15.46% of our shares and voting rights, in each
case subject to the shareholders’ agreement described below. In addition, Repsol YPF has granted certain affiliates of Petersen Energía
(in particular, Enrique Eskenazi, Sebastián Eskenazi, Ezequiel Eskenazi Storey and Matías Eskenazi Storey, shareholders of Petersen
Energía, or to companies that are, directly or indirectly, wholly-controlled by any of them) an option to purchase an additional 10% of
11
our capital stock held by Repsol YPF. A number of YPF corporate matters are subject to the voting and other procedures set forth in a
shareholders’ agreement entered into between Repsol YPF, certain affiliates of Repsol YPF and Petersen Energía. Repsol YPF will be
able to determine substantially all other matters requiring approval by a majority of our shareholders, including the election of a
majority of our directors. Subject to the terms of the shareholders’ agreement, Repsol YPF will also direct our operations and may be
able to cause or prevent a change in our control. See “Item 7. Major Shareholders and Related Party Transactions—Shareholders’
Agreement.” Repsol YPF’s and the Petersen Group’s interests may differ from those of our other shareholders.
Certain strategic transactions require the approval of the holder of our Class A shares or may entail a cash tender offer for all
of our outstanding capital stock
Under our by-laws, the approval of the holder of our Class A shares is required to undertake certain strategic transactions,
including a merger, an acquisition that results in the purchaser holding 15% or more of our capital stock or an acquisition that results
in the purchaser holding a majority of our capital stock. The interests of our Class A shareholder, the Argentine government, may
differ from those of our other shareholders, and, as result, we may not be able to undertake certain transactions on terms that are
advantageous to our other shareholders or at all.
In addition, under our by-laws, an acquisition that results in the purchaser holding 15% or more of our capital stock would
require such purchaser to make a public cash tender offer for all of our outstanding shares and convertible securities, which could
discourage certain investors from acquiring significant stakes in our capital stock. See “Item 10. Additional Information—Certain
Provisions Relating to Acquisitions of Shares.”
Active markets may not develop for our Class D shares or the ADSs
As of the date of this annual report, less than 0.5% of our capital stock is held by non-affiliates. As a result, the public markets
for our Class D shares and ADSs have had limited trading volume. Although the ADSs will continue to be listed on the NYSE and the
underlying Class D shares will continue to be listed on the BASE, we cannot assure you that more active and liquid markets will
develop or of the price at which the Class D shares or the ADSs may be sold.
Restrictions on the movement of capital out of Argentina may impair your ability to receive dividends and distributions on, and
the proceeds of any sale of, the Class D shares underlying the ADSs
Argentine law currently permits the government to impose temporary restrictions on capital movements in circumstances where
a serious imbalance develops in Argentina’s balance of payments or where there are reasons to foresee such an imbalance. Although
the transfer of funds abroad in order to pay dividends currently does not require Central Bank approval, restrictions on the movement
of capital to and from Argentina such as those that previously existed during the recent economic crisis could, if reinstated, impair or
prevent the conversion of dividends, distributions, or the proceeds from any sale of Class D shares, as the case may be, from pesos
into U.S. dollars and the remittance of the U.S. dollars abroad. We cannot assure you that the Argentine government will not take such
measures in the future.
Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or
other cash distribution we pay on the shares underlying the ADSs into U.S. dollars, if it can do so on a reasonable basis and can
transfer the U.S. dollars to the United States. If this conversion is not possible for any reason, including restrictions of the type
described in the preceding paragraph, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR
holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert
the foreign currency, you may lose some or all of the value of the dividend distribution.
Under Argentine law, shareholder rights may be different from other jurisdictions
Our corporate affairs are governed by our by-laws and by Argentine corporate law, which differ from the legal principles that
would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules
governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other
jurisdictions.
Actual or anticipated sales of a substantial number of Class D shares could decrease the market prices of our Class D shares
and the ADSs
Repsol YPF owns Class D shares and ADSs representing a significant majority of our capital stock (which may be reduced by
10% if the Second Petersen Option described under “Item 7. Major Shareholders and Related Party Transactions—Option
Agreements” is exercised). The Petersen Group owns ADSs representing up to approximately 15.46% of our capital stock (which may
be increased up to approximately 25.46% if the Second Petersen Option is exercised). In addition, as described in greater detail under
“Item 7. Major Shareholders and Related Party Transactions—Registration Rights and Related Agreements,” we have filed and
undertaken to maintain an effective shelf registration statement for the benefit of the lenders under the senior secured term loan facility
12
provided to Petersen Energía to enable it to enter into the Petersen Transaction (as defined in “Item 7. Major Shareholders and Related
Party Transactions”). The lenders under the senior secured term loan facility, upon the acceleration of such facility following the
occurrence and continuation of an event of default under such facility, will be able to freely sell up to approximately 15% of our
outstanding capital stock (which may be increased to approximately 25% if the Second Petersen Option is exercised) under the shelf
registration statement. Sales of a substantial number of Class D shares or ADSs by Repsol YPF, the Petersen Group, such lenders or
any other future significant shareholder, or the anticipation of such sales, could decrease the trading price of our Class D shares and
the ADSs. See “Item 7. Major Shareholders and Related Party Transactions.”
You may be unable to exercise preemptive, accretion or other rights with respect to the Class D shares underlying your ADSs
You may not be able to exercise the preemptive or accretion rights relating to the shares underlying your ADSs (see “Item 10.
Additional Information—Preemptive and Accretion Rights”) unless a registration statement under the U.S. Securities Act of 1933 (the
“Securities Act”) is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is
available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we
cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from
registration is available, you may receive only the net proceeds from the sale of your preemptive rights by the depositary or, if the
preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of Class D shares or ADSs may suffer
dilution of their interest in our company upon future capital increases.
In addition, under the Argentine Corporations Law, foreign companies that own shares in an Argentine corporation are required
to register with the Superintendency of Corporations (Inspección General de Justicia, or “IGJ”) in order to exercise certain
shareholder rights, including voting rights. If you own our Class D shares directly (rather than in the form of ADSs) and you are a
non-Argentine company and you fail to register with IGJ, your ability to exercise your rights as a holder of our Class D shares may be
limited.
You may be unable to exercise voting rights with respect to the Class D shares underlying your ADSs at our shareholders’
meetings
The depositary will be treated by us for all purposes as the shareholder with respect to the shares underlying your ADSs. As a
holder of ADRs representing the ADSs being held by the depositary in your name, you will not have direct shareholder rights and may
exercise voting rights with respect to the Class D shares represented by the ADSs only in accordance with the deposit agreement
relating to the ADSs. There are no provisions under Argentine law or under our by-laws that limit the exercise by ADS holders of their
voting rights through the depositary with respect to the underlying Class D shares. However, there are practical limitations on the
ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these
holders. For example, holders of our shares will receive notice of shareholders’ meetings through publication of a notice in an official
gazette in Argentina, an Argentine newspaper of general circulation and the bulletin of the BASE, and will be able to exercise their
voting rights by either attending the meeting in person or voting by proxy. ADS holders, by comparison, will not receive notice
directly from us. Instead, in accordance with the deposit agreement, we will provide the notice to the depositary. If we ask it to do so,
the depositary will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which instructions may be
given by holders. To exercise their voting rights, ADS holders must then instruct the depositary as to voting the Class D shares
represented by their ADSs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take
longer for ADS holders than for holders of Class D shares, and Class D shares represented by ADSs may not be voted as you desire.
Class D shares represented by ADSs for which the depositary fails to receive timely voting instructions may, if requested by us, be
voted as we instruct at the corresponding meeting.
Shareholders outside of Argentina may face additional investment risk from currency exchange rate fluctuations in connection
with their holding of our Class D shares or the ADSs
We are an Argentine company and any future payments of dividends on our Class D shares will be denominated in pesos. The
peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A depreciation of the
peso would likely adversely affect the U.S. dollar or other currency equivalent of any dividends paid on our Class D shares and could
result in a decline in the value of our Class D shares and the ADSs as measured in U.S. dollars.
ITEM 4.
History and Development of YPF
Information on the Company
Overview
YPF is a limited liability company (sociedad anónima), incorporated under the laws of Argentina for an unlimited
term. Our address is Macacha Güemes 515, C1106BKK Ciudad Autónoma de Buenos Aires, Argentina and our telephone
number is (011-54-11) 5441-2000. Our legal name is YPF Sociedad Anónima and we conduct our business under the
commercial name “YPF”.
13
We are Argentina’s leading energy company, operating a fully integrated oil and gas chain with leading market
positions across the domestic upstream and downstream segments. Our upstream operations consist of the exploration,
development and production of crude oil, natural gas and LPG. Our downstream operations include the refining, marketing,
transportation and distribution of oil and a wide range of petroleum products, petroleum derivatives, petrochemicals, LPG
and bio-fuels. Additionally, we are active in the gas separation and natural gas distribution sectors both directly and through
our investments in several affiliated companies. In 2009, we had consolidated net sales of Ps.34,320 million (U.S.$9,032
million) and consolidated net income of Ps.3,486 million (U.S.$917 million).
Most of our predecessors were state-owned companies with operations dating back to the 1920s. In November 1992, the
Argentine government enacted the Privatization Law (Law No. 24,145), which established the procedures for our privatization. In
accordance with the Privatization Law, in July 1993, we completed a worldwide offering of 160 million Class D shares that had
previously been owned by the Argentine government. As a result of that offering and other transactions, the Argentine government’s
ownership interest in our capital stock was reduced from 100% to approximately 20% by the end of 1993.
Since 1999, we have been controlled by Repsol YPF, an integrated oil and gas company headquartered in Spain with global
operations. Repsol YPF owned approximately 99% of our capital stock from 2000 until 2008, when the Petersen Group purchased, in
different stages, shares representing 15.46% of our capital stock. In addition, Repsol YPF granted certain affiliates of Petersen Energía
an option to purchase up to an additional 10% of our outstanding capital stock. This option will expire on February 21, 2012. See
“Item 7. Major Shareholders and Related Party Transactions.”
Upstream Operations
• We operate more than 70 oil and gas fields in Argentina, accounting for approximately 39% of the country’s total production
of crude oil, excluding natural gas liquids, and approximately 39% of its total natural gas production, including natural gas
liquids, in 2009, according to information provided by the Argentine Secretariat of Energy.
• We had proved reserves, as estimated as of December 31, 2009, of approximately 538 mmbbl of oil and 2,672 bcf of gas,
representing aggregate reserves of 1,013 mmboe.
• In 2009, we produced 111 mmbbl of oil (302 mbbl/d) and 533 bcf of gas (1,460 mmcf/d).
Downstream Operations
• We are Argentina’s leading refiner with operations conducted at three wholly-owned refineries with combined annual
refining capacity of approximately 116 mmbbl (319.5 mbbl/d). We also have a 50% interest in Refinería del Norte, S.A.
(“Refinor”), an entity jointly controlled with and operated by Petrobras Energía S.A., which has a refining capacity of 26.1
mbbl/d.
• Our retail distribution network for automotive petroleum products as of December 31, 2009 consisted of 1,632 YPF-branded
service stations, which we estimate represented approximately 30.9% of all service stations in Argentina.
• We are one of the leading petrochemical producers in Argentina and in the Southern Cone of Latin America, with operations
conducted through our Ensenada and Plaza Huincul sites. In addition, Profertil S.A. (“Profertil”), a company that we jointly
control with Agrium Investments Spain S.L. (“Agrium”), is one of the leading producers of urea in the Southern Cone.
14
The following chart illustrates our organizational structure, including our principal subsidiaries, as of the date of this annual
report.
15
The map below illustrates the location of our productive basins, refineries, storage facilities and crude oil and multi-product
pipeline networks.
For a description of our principal capital expenditures and divestitures, see “Item 5. Operating and Financial Review and
Prospects—Liquidity and Capital Resources—Capital investments, expenditures and divestitures.”
16
The Argentine Market
Argentina is the second largest producer of natural gas and the fourth largest producer of crude oil in Latin America based on
2008 production, according to the BP Statistical Review.
In response to the economic crisis of 2001 and 2002, the Argentine government, pursuant to the Public Emergency Law (Law
No. 25,561), established export taxes on certain hydrocarbon products. In subsequent years, in order to satisfy growing domestic
demand and abate inflationary pressures, this policy was supplemented by constraints on domestic prices, temporary export
restrictions and subsidies on imports of natural gas and diesel. As a result, until 2008, local prices for oil and natural gas products had
remained significantly below those prevalent in neighboring countries and international commodity exchanges, heightening domestic
demand for such products. In the case of natural gas, the price at which Bolivia exports natural gas to Argentina was approximately
U.S.$6.16/mmBtu in December 2009 and in March 2010, while our average sales price in Argentina during 2009 was approximately
U.S.$1.86/mmBtu.
Argentina’s gross domestic product, or GDP, has grown at an average annual real rate of approximately 8.5% from 2003 to
2008, after declines during the economic crisis of 2001 and 2002. Driven by this economic expansion and low domestic prices, energy
demand has increased significantly during the same period, outpacing energy supply (which in the case of oil declined). For example,
Argentine natural gas and diesel consumption grew at average annual rates of 6.7% and 4.7%, respectively, during the period 2003-
2008, according to the BP Statistical Review and the Argentine Secretariat of Energy. As a result of this increasing demand and
actions taken by the Argentine regulatory authorities to support domestic supply, exported volumes of hydrocarbon products,
especially natural gas, diesel and gasoline, declined steadily over this period. At the same time, Argentina has increased hydrocarbon
imports, becoming a net importer of certain products, such as diesel, and increased imports of gas (including NGL). In 2003,
Argentina’s net exports of diesel amounted to approximately 1,349 mcm, while in 2009 its net imports of diesel amounted to
approximately 545 mcm, according to information provided by the Argentine Secretariat of Energy. Significant investments in the
energy sector are expected to be required in order to support continued economic growth, as the industry is currently operating near
capacity.
Demand for diesel in Argentina exceeds domestic production. In addition, the import prices of refined products have been
substantially higher than the average domestic sales prices of such products, rendering the import and resale of such products
uneconomic. As a result, service stations experience temporary shortages and are required to suspend or curtail diesel sales. While we
are operating our refineries at or above capacity, during peak demand periods we are forced to prorate supplies among our service
stations according to historical sales levels.
As the largest integrated oil and gas company in Argentina, we believe that we are well positioned to benefit from potential
reform in the energy sector, although we cannot assure that reforms will be implemented or, if implemented, that they will be
advantageous to our business.
History of YPF
Beginning in the 1920s and until 1990, both the upstream and downstream segments of the Argentine oil and gas industry were
effectively monopolies of the Argentine government. During this period, we and our predecessors were owned by the state, which
controlled the exploration and production of oil and natural gas, as well as the refining of crude oil and marketing of refined petroleum
products. In August 1989, Argentina enacted laws aimed at the deregulation of the economy and the privatization of Argentina’s state-
owned companies, including us. Following the enactment of these laws, a series of presidential decrees were promulgated, which
required, among other things, us to sell majority interests in our production rights to certain major producing areas and to undertake an
internal management and operational restructuring program.
In November 1992, Law No. 24,145 (referred to as the Privatization Law), which established the procedures by which we were
to be privatized, was enacted. In accordance with the Privatization Law, in July 1993, we completed a worldwide offering of
160 million Class D shares that had previously been owned by the Argentine government. As a result of that offering and other
transactions, the Argentine government’s ownership percentage in our capital stock was reduced from 100% to approximately 20% by
the end of 1993.
In January 1999, Repsol YPF acquired 52,914,700 Class A shares in block (14.99% of our shares) which were converted to
Class D shares. Additionally, on April 30, 1999, Repsol YPF announced a tender offer to purchase all outstanding Class A, B, C and
D shares (the “Offer”). Pursuant to the Offer, in June 1999, Repsol YPF acquired an additional 82.47% of our outstanding capital
stock. Repsol YPF acquired additional stakes in us from minority shareholders and other transactions in 1999 and 2000.
Between 2004 and 2005 we made non-strategic asset divestitures totaling U.S.$239.5 million.
17
On February 21, 2008, Petersen Energía purchased 58,603,606 of our ADSs, representing 14.9% of our capital stock, from
Repsol YPF for U.S.$2,235 million. In addition, Repsol YPF granted certain affiliates of Petersen Energía options to purchase up to an
additional 10.1% of our outstanding capital stock within four years. On May 20, 2008, PEISA exercised an option to purchase shares
representing 0.1% of our capital stock. Additionally, PEISA launched a tender offer to purchase all of the shares of YPF that were not
already owned by them at a price of U.S.$49.45 per share or ADS. Repsol YPF, pursuant to its first option agreement with Petersen
Energía, had stated that it would not tender YPF shares to PEISA. A total of 1,816,879 shares (including Class D shares and ADSs),
representing approximately 0.462% of our total shares outstanding, were tendered. Repsol YPF owns a majority of our capital stock
and, subject to the shareholders’ agreement entered into between Repsol YPF and Petersen Energía, is able to determine substantially
all issues decided by our shareholders. See “Item 7. Major Shareholders and Related Party Transactions.”
Business Segments
We organize our business along the following segments:
• Exploration and Production;
• Refining and Marketing; and
• Chemicals.
The Exploration and Production segment’s sales to third parties in Argentina and abroad include sales of natural gas and
services fees (primarily for the transportation, storage and treatment of hydrocarbons and products). In addition, crude oil produced by
us in Argentina, or received from third parties in Argentina pursuant to service contracts, is transferred from Exploration and
Production to Refining and Marketing at transfer prices established by us, which generally seek to approximate Argentine market
prices.
The Refining and Marketing segment purchases crude oil from the Exploration and Production segment and from third parties.
Refining and Marketing activities include crude oil refining and transportation, as well as the marketing and transportation of refined
fuels, lubricants, LPG, compressed natural gas and other refined petroleum products in the domestic wholesale and retail markets and
the export markets.
The Chemicals segment sells petrochemical products both in the domestic and export markets.
Additionally, we record certain assets, liabilities and costs under the Corporate and Other segment, including corporate
administration costs and assets and certain construction activities.
18
The following table sets forth net sales and operating income for each of our lines of business for the years ended December 31,
2009, 2008 and 2007:
Net Sales(1)
Exploration and Production(2)(3)
To unrelated parties .................................................................................................................
To related parties .....................................................................................................................
Intersegment sales and fees(3).................................................................................................
Total Exploration and Production ..................................................................................
Refining and Marketing(4)
To unrelated parties .................................................................................................................
To related parties .....................................................................................................................
Intersegment sales and fees .....................................................................................................
Total Refining and Marketing........................................................................................
Chemicals
To unrelated parties .................................................................................................................
Intersegment sales and fees .....................................................................................................
Total Chemicals .............................................................................................................
Corporate and Other
To unrelated parties .................................................................................................................
Intersegment sales and fees .....................................................................................................
Total Corporate and Others............................................................................................
For the Year Ended December 31,
2007
2008
2009
(in millions of pesos)
4,757
751
14,473
19,981
4,016
939
12,663
17,618
25,733
627
1,202
27,562
25,364
1,508
1,145
28,017
1,932
1,105
3,037
2,829
1,094
3,923
520
350
870
219
461
680
3,288
724
14,056
18,068
20,375
2,045
1,858
24,278
2,563
892
3,455
109
440
549
Less intersegment sales and fees.......................................................................................................
Total net sales(5)...............................................................................................................................
(17,130)
34,320
(15,363)
34,875
(17,246)
29,104
Operating Income (Loss)
Exploration and Production.....................................................................................................
Refining and Marketing...........................................................................................................
Chemicals ................................................................................................................................
Corporate and Other ................................................................................................................
Consolidation adjustments ......................................................................................................
Total operating income ..................................................................................................
5,379
1,896
559
(820)
(15)
6,999
3,315
3,089
1,178
(815)
(102)
6,665
5,679
1,234
500
(620)
(136)
6,657
(1) Net sales are net to us after payment of a fuel transfer tax, turnover tax and customs duties on exports. Royalty payments
required to be made to a third party, whether payable in cash or in kind, which are a financial obligation, or are substantially
equivalent to a production or similar tax, are accounted for as a cost of production and are not deducted in determining net sales.
See “—Exploration and Production—Oil and gas production, production prices and production costs” and Note 2 (f) to the
Audited Consolidated Financial Statements.
Includes exploration and production operations in Argentina and the United States.
Intersegment sales of crude oil to Refining and Marketing are recorded at transfer prices established by us, which generally seek
to approximate Argentine market prices.
Includes LPG activities.
(4)
(5) Total net sales include export sales of Ps.4,904 million, Ps.7,228 million, and Ps.8,400 million, for the years ended
(2)
(3)
December 31, 2009, 2008 and 2007, respectively. The export sales were mainly to the United States and Brazil.
19
Exploration and Production
Principal properties
Our production is concentrated in Argentina and our domestic operations are subject to numerous risks. See “Item 3. Key
Information—Risk Factors.”
The following table sets forth information with regard to YPF’s developed and undeveloped acreage by geographic area as of
December 31, 2009:
At December 31, 2009
Developed(1)
Gross(3)
Undeveloped(2)
Net(4)
Net(4)
Gross(3)
(thousands of acres)
South America.....................................................................................................................
Argentina ...................................................................................................................
Rest of South America ...............................................................................................
North America(5) ................................................................................................................
Total ....................................................................................................................................
1,095
1,095
—
17
1,112
581
581
—
3
584
28,155
26,079
2,076
345
28,500
12,376
11,753
623
213
12,589
(1) Developed acreage is spaced or assignable to productive wells.
(2) Undeveloped acreage encompasses those leased acres on which wells have not been drilled or completed to a point that would
permit the production of economic quantities of oil or gas regardless of whether such acreage contains proved reserves.
(3) A “gross acre” is an acre in which YPF owns a working interest.
(4)
(5) The United States only.
“Net” acreage equals gross acreage after deducting third party interests.
Argentine properties
Argentina is the fourth largest hydrocarbon producing nation in Latin America and the fourth largest in terms of reserves, after
Mexico, Venezuela and Brazil based on 2008 data, according to the 2008 edition of BP Statistical Review of World Energy, published
in June 2009 (the “BP Statistical Report”). Oil has historically accounted for the majority of the country’s hydrocarbon production and
consumption, although the relative share of natural gas has increased rapidly in recent years. According to the BP Statistical Report, a
total of 23 sedimentary basins have been identified in the country. Six of these are combined onshore/offshore and three are entirely
offshore. Argentina’s total onshore acreage is composed of approximately 421 million acres, and total offshore acreage consists of
176 million acres on the South Atlantic shelf within the 200-meter depth line. A substantial portion of the country’s estimated
571 million acres in sedimentary basins has yet to be evaluated by exploratory drilling. Commercial production is concentrated in five
basins: Neuquina, Cuyana and Golfo San Jorge in central Argentina, Austral in southern Argentina (which includes onshore and
offshore fields), and the Noroeste basin in northern Argentina. The Neuquina and Golfo San Jorge basins are the most significant
basins for our activities in Argentina.
The following table shows our gross and net interests in productive oil and gas wells in Argentina by basin, as of December 31,
2009:
Basin
Onshore .......................................................................................................................................
Neuquina .............................................................................................................................
Golfo San Jorge...................................................................................................................
Cuyana ................................................................................................................................
Noroeste ..............................................................................................................................
Austral.................................................................................................................................
Offshore .......................................................................................................................................
Total..............................................................................................................................................
Gross
11,151
3,494
6,710
793
32
122
—
11,151
Net
9,597
2,923
5,908
719
10
37
—
9,597
Wells(1)(2)(3)
Oil
Gross
Gas
48
Net
762 489
610 414
47
—
13
55
15
49
23
12
785 501
—
(1)
In addition to productive oil and gas wells located in Argentina, we have interests in oil wells located in the United States (7
gross wells and 1 net well, as of December 31, 2009).
(2) A “gross well” is a well in which YPF owns a working interest. A “net well” is deemed to exist when the sum of fractional
ownership working interests in gross wells equals one. The number of net wells is the sum of the fractional working interests
owned in gross wells expressed as whole numbers and fractions of whole numbers.
(3) Gross and net wells include one oil well and three gas wells with multiple completions.
20
The table below provides certain information with respect to our net working interests in our principal oil and gas fields in
Argentina at December 31, 2009, all of which are mature:
Production 2009
Proved Reserves
as of December 31, 2009
Areas(1)
Interest
Loma La Lata................. 100%
Chihuido La Salina ........ 100%
Los Perales..................... 100%
San Roque......................
34%
El Portón ........................ 100%
Chihuido Sierra Negra ... 100%
Aguada Toledo – Sierra
Barrosa ...................... 100%
Manantiales Behr ........... 100%
Barranca Baya................ 100%
Puesto Hernández ..........
73%
Seco León ...................... 100%
Desfiladero Bayo ........... 100%
Vizcacheras.................... 100%
Señal Picada................... 100%
Lomas del Cuy ............... 100%
Barrancas ....................... 100%
50%
CNQ 7A .........................
(2 )
La Ventana Central ........
El Trébol ........................ 100%
Escalante ........................ 100%
Cerro Fortunoso ............. 100%
Oil (mmbbl)
16,671
6,267
6,104
2,516
2,731
8,172
Gas (mmcf)
214,233
22,031
16,130
45,294
12,600
2,050
Oil (mmbbl)
69,592
25,919
32,962
9,883
13,426
32,067
Gas (mmcf)
1,323,809
116,657
54,209
182,563
114,663
9,930
766
30,050
10,133
102,566
6,211
4,189
25,576
11,124
4,179
4,147
3,090
3,836
2,594
2,053
2,801
2,124
4,213
1,561
2,002
1,344
1,579
941
—
2,765
217
333
214
1,410
111
—
195
308
1,086
—
25,758
26,298
20,706
20,195
17,089
15,230
14,003
13,744
12,633
10,387
9,169
8,520
8,017
5,923
—
13,717
2,324
2,086
1,349
5,522
620
—
1,291
958
4,045
—
(1) Exploitation areas.
(2)
69.6% for crude oil and 60% for natural gas liquids and natural gas.
BOE (mmboe)
Basin/Location
Development
Stage of the
area
305,355 Neuquina
Mature Field
46,695 Neuquina
Mature Field
42,616 Golfo San Jorge Mature Field
42,397 Neuquina
Mature Field
33,847 Neuquina
Mature Field
33,835 Neuquina
Mature Field
Jorge
Jorge
Jorge
28,399 Neuquina
27,557 Golfo San
26,812 Golfo San
26,298 Neuquina
23,149 Golfo San
20,609 Neuquina
17,460
Cuyana
15,470 Neuquina
14,987 Golfo San
Jorge
13,854
Cuyana
12,633 Neuquina
Cuyana
10,617
9,340 Golfo San
9,241 Golfo San
8,017 Neuquina
Jorge
Jorge
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Mature Field
Approximately 86% of our proved crude oil reserves in Argentina are concentrated in the Neuquina (54%) and Golfo San Jorge
(32%) basins, and approximately 95% of our proved gas reserves in Argentina are concentrated in the Neuquina (73%), Noroeste
(16%) and Austral (6%) basins.
As of December 31, 2009, YPF held 107 production concessions and exploration permits in Argentina. YPF directly operates 71
of them, including 61 production concessions and 10 exploration permits.
As of December 31, 2009, YPF held 16 exploration permits in Argentina, 11 of which are onshore exploration permits and five
of which are offshore exploration permits. YPF has 100% ownership of three onshore permits, and its participating interests in the rest
vary between 50% and 63%. YPF’s interests in the offshore permits vary between 30% and 35%.
As of December 31, 2009, YPF had 91 production concessions in Argentina. YPF has a 100% ownership interest in 54
production concessions, and its participating interests in the remaining 37 production concessions vary between 12.2% and 98%.
Joint ventures and contractual arrangements in Argentina. We participate in 13 exploration and 25 production joint ventures
and contractual arrangements (18 of them not operated by YPF) in Argentina. Our interests in these joint ventures and contractual
arrangements range from 12.2% to 98%, and our obligations to share exploration and development costs vary under these agreements.
In addition, under the terms of some of these joint ventures, we have agreed to indemnify our joint venture partners in the event that
our rights with respect to such areas are restricted or affected in such a way that the purpose of the joint venture cannot be achieved.
For a list of the main exploration and production joint ventures in which we participate, see Note 6 to the Audited Consolidated
Financial Statements. We are also a party to a number of other contractual arrangements that arose through the renegotiation of service
contracts and risk contracts.
21
International properties
As of December 31, 2009, we had mineral rights in 63 blocks in the United States, comprised of 58 exploratory blocks, with a
net surface area of 857 square kilometers and five development blocks, with a net surface area of 17 square kilometers. Our U.S.
subsidiaries’ net proved reserves in the United States as of December 31, 2009 were 1.4 mmboe. Our U.S. subsidiaries’ net petroleum
production in the United States for 2009 was 1.0 mmboe.
The Neptune Field is located approximately 120 miles from the Louisiana coast within the deepwater region of the Central Gulf
of Mexico. The unitized field area comprises Atwater Valley Blocks 573, 574, 575, 617 and 618. Our indirect subsidiary, Maxus U.S.
Exploration Company, has a 15% working interest in the field. The other joint venture participants are BHP Billiton (35%), Marathon
Oil Corp. (30%) and Woodside Petroleum Ltd (20%). BHP Billiton is the operator of the Neptune Field and the associated production
facilities. The Neptune reserves are being produced using a standalone, tension leg platform (TLP) located in Green Canyon Block
613 within 4,230 feet of water. Production began on July 8, 2008. The platform supports seven sub-sea development wells which are
tied back to the TLP via a subsea gathering system.
In 2009, YPF Holdings Inc. (“YPF Holdings”) participated in the drilling of the Northwood exploration prospect in the Gulf of
Mexico with a net interest of 3.5%. YPF Holdings’ total net investment was U.S.$11 million. No reserves were found.
In addition, YPF Holdings has entered into various operating agreements and capital commitments associated with the
exploration and development of its oil and gas properties. Such contractual, financial and/or performance commitments are not
material, except for commitments related to the Neptune Project located in the vicinity of the Atwater Valley Area, Blocks 573, 574,
575, 617 and 618. Total commitments remaining as of December 31, 2009 for the Neptune Project are capital expenditures of
U.S.$1.3 million and minimum pipeline transportation payment obligations of U.S.$16.3 million.
Additionally, as of December 31, 2009, we held through YPF Guyana Ltd, a wholly-owned subsidiary of YPF International,
S.A., an undivided participating interest of 30% in a petroleum prospecting license (the “Petroleum Prospecting License”) and a
petroleum agreement (the “Petroleum Agreement”) in Guyana, with a surface exploratory area attributable to our working interest of
2,520 square kilometers, which represents approximately 622.7 thousand undeveloped acres. The renewal of the Petroleum
Prospecting License took place on November 25, 2009 and it was granted by the Guyana government for three years. In accordance
with the Petroleum Agreement, the start of a new renewal period implied a relinquishment of 930 square kilometers (according to our
30% interest) of the Georgetown exploration block (offshore Guyana), as well as the drilling of an exploratory well, in respect of
which we have committed to make capital expenditures of U.S.$32.4 million (according to our undivided interest of 30% in that
exploration block). Drilling of the exploratory well must commence before May 25, 2011.
The main exploration activities performed during 2009 were the acquisition and primary processing of 3D seismic data for
1,850 square kilometers. Additionally, the seismic data was re-processed using pre-stack depth migration. Regional and detailed
geological studies and field and well data were analyzed to assess the potential of the Georgetown block. These studies led to the
definition of the Jaguar 1 prospect, considered the main exploration target of the block. During 2010, the exploration activities will be
focused on the final prospect coordinates and depth definition, followed by well planning and pre-drilling activities (such as rig
contract bidding, the acquisition of long lead items and conducting site surveys).
Our operations in the United States, through YPF Holdings, are subject to certain environmental claims. See “—Environmental
Matters—YPF Holdings—Operations in the United States.”
Oil and Gas Reserves
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be
estimated with reasonable certainty to be economically producible (from a given date forward, from known reservoirs, and under
existing economic conditions, operating methods and government regulations) prior to the time at which contracts providing the right
to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic
methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be
reasonably certain that it will commence the project within reasonable time. In some cases, substantial investments in new wells and
related facilities may be required to recover proved reserves.
In accordance with the SEC’s new rules, information on net proved reserves as of December 31, 2009 (including for the
calculation of unit-of-production depreciation rates and the standardized measure of discounted net cash flow) was calculated using
the average price during the 12-month period ending on December 31, 2009, determined as an unweighted average of the first-day-of-
the-month price for each month of that period. Information on net proved reserves as of December 31, 2008 and 2007 was calculated
using year-end prices and costs, respectively.
22
Net reserves are defined as that portion of the gross reserves attributable to the interest of YPF after deducting interests owned
by third parties. In determining net reserves, we exclude from our reported reserves royalties due to others, whether payable in cash or
in kind, where the royalty owner has a direct interest in the underlying production and is able to make lifting and sales arrangements
independently. By contrast, to the extent that royalty payments required to be made to a third party, whether payable in cash or in
kind, are a financial obligation, or are substantially equivalent to a production or severance tax, the related reserves are not excluded
from our reported reserves despite the fact that such payments are referred to as “royalties” under local rules. We follow the same
methodology in reporting our production amounts.
Gas reserves exclude the gaseous equivalent of liquids expected to be removed from the gas on concessions and leases, at field
facilities and at gas processing plants. These liquids are included in net proved reserves of crude oil and natural gas liquids.
YPF’s estimated proved reserves as of December 31, 2009 are based on estimates generated through the integration of available
and appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent
results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well
logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and
performance information. The data utilized also include subsurface information obtained through indirect measurements, including
high quality 2-D and 3-D seismic data, calibrated with available well control. Where applicable, surface geological information was
also utilized. The tools used to interpret and integrate all these data included both proprietary and commercial software for reservoir
modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir
parameters from these analog models were used to increase the reliability of our reserves estimates.
The use of new reliable technology as well as the change to an average of the first-day of the month prices from year-end prices
to calculate proved reserves did not have any material impact on YPF’s proved reserves volumes in 2009.
For further information on the estimation process of our proved reserves, see “—Internal controls on reserves and reserves
audits.”
Net Proved Developed and Undeveloped Reserves as of December 31, 2009
The following table sets forth our estimated net proved developed and undeveloped reserves of crude oil and natural gas at
December 31, 2009.
Proved developed reserves
South America ........................................................
Argentina.......................................................
North America ........................................................
United States .................................................
Proved undeveloped reserves
South America ........................................................
Argentina.......................................................
North America ........................................................
United States .................................................
Proved developed and undeveloped reserves
South America ........................................................
Argentina.......................................................
North America ........................................................
United States .................................................
Total(3).............................................................................
Proved Developed and Undeveloped Reserves
Consolidated Entities
Natural gas
(bcf)
Total(2)
(mmboe)
Oil(1)
(mmbbl)
Investees Accounted for
by the Equity Method
Natural gas
(bcf)
Total(2)
(mmboe)
Oil(1)
(mmbbl)
428
1
109
—
537
1
538
2,100
801
2
2
1
—
570
—
211
—
2,670
1,012
2
2,672
1
1,013
—
—
2
—
2
49
—
—
—
49
—
49
10
—
—
—
10
—
10
Includes crude oil, condensate and natural gas liquids.
(1)
(2) Volumes of natural gas in the table above and elsewhere in this annual report have been converted to boe at 5.615 mcf per
barrel.
(3) Proved oil reserves of consolidated entities include an estimated approximately 67 mmbbl of crude oil, condensate and natural
gas liquids in respect of royalty payments which, as described above, are a financial obligation, or are substantially equivalent to
a production or similar tax. Proved reserves of natural gas of consolidated entities include an estimated approximately 274 bcf of
natural gas in respect of such payments. Investees’ reserves in respect of royalty payments which are a financial obligation, or
are substantially equivalent to a production or similar tax, are not material.
23
Changes in YPF’s Estimated Net Proved Reserves
The table below sets forth information regarding changes in YPF’s net proved reserves during 2007, 2008 and 2009, by
hydrocarbon product.
Reserves at December 31, 2006..........................
Revisions of Previous Estimates(3)...........
Extensions and Discoveries.......................
Improved Recovery ...................................
Production for the Year(4).........................
Reserves at December 31, 2007(5) .....................
Revisions of Previous Estimates(3)...........
Extensions and Discoveries.......................
Improved Recovery ...................................
Production for the Year(4).........................
Reserves at December 31, 2008(5) .....................
Revisions of Previous Estimates(3)...........
Extensions and Discoveries.......................
Improved Recovery ...................................
Production for the Year(4).........................
Reserves at December 31, 2009(5)(6).................
Proved Developed Reserves
At December 31, 2007 ........................................
At December 31, 2008 ........................................
At December 31, 2009 ........................................
46
9
8
(120)
623
31
20
21
(115)
580
40
14
15
(111)
538
460
451
429
Proved Developed and Undeveloped Reserves
Oil(1)
(mmbbl)
680
Consolidated Entities
Natural gas
(bcf)
Total(2)
(mmboe)
1,396
Investees Accounted for
by the Equity Method
Natural gas
(bcf)
Oil(1)
(mmbbl)
3
—
—
—
(1)
2
—
—
—
(1)
1
2
—
—
(1)
2
1
1
2
100
11
8
(232)
1,283
8
43
22
(223)
1,133
43
27
15
(205 )
1,013
894
847
802
4,015
319
9
—
(635)
3,708
(134)
129
3
(607)
3,099
36
69
1
(533)
2,672
2,441
2,219
2,102
Total(2)
(mmboe)
16
—
—
—
(5)
11
3
—
—
(4)
10
3
—
—
(3)
10
7
10
10
73
(1)
—
—
(21)
51
16
—
—
(18)
49
17
—
—
(17 )
49
31
49
49
Includes crude oil, condensate and natural gas liquids.
(1)
(2) Volumes of natural gas in the table above and elsewhere in this annual report have been converted to boe at 5.615 mcf per
barrel.
(3) Revisions in estimates of reserves are performed at least once a year. Revisions of oil and natural gas proved reserves are
considered prospectively in the calculation of depreciation.
(4) Oil production of consolidated entities for the years 2007, 2008 and 2009 includes an estimated approximately 14, 14 and 12
mmbbl, respectively, of crude oil, condensate and natural gas liquids in respect of royalty payments which, as described above,
are a financial obligation, or are substantially equivalent to a production or similar tax. Natural gas production of consolidated
entities for the years 2007, 2008 and 2009 includes an estimated approximately 72, 69 and 54 bcf, respectively, of natural gas, in
respect of such payments. Oil and natural gas production of investees in respect of royalty payments which are a financial
obligation, or are substantially equivalent to a production or similar tax, is not material.
(5) Proved oil reserves of consolidated entities as of December 31, 2007, 2008 and 2009 include an estimated approximately 74, 70
and 67 mmbbl, respectively, of crude oil, condensate and natural gas liquids in respect of royalty payments which, as described
above, are a financial obligation, or are substantially equivalent to a production or similar tax. Proved reserves of natural gas of
consolidated entities as of December 31, 2007, 2008 and 2009 include an estimated approximately 423, 377 and 274 bcf,
respectively, of natural gas, in respect of such payments. Investees’ reserves in respect of royalty payments which are a financial
obligation, or are substantially equivalent to a production or similar tax, are not material.
(6) Proved oil and natural gas reserves of consolidated entities as of December 31, 2009 were 1,013 mmboe (53% crude oil,
including condensate and natural gas liquids, and 47% natural gas), a decrease of 11% compared to net crude oil and gas proved
reserves of 1,133 mmboe reported at December 31, 2008. Investees’ proved oil and natural gas reserves at December 31, 2009
were 10 mmboe (15% crude oil, including condensate and natural gas liquids and 85% natural gas).
24
The table below sets forth further information regarding changes in YPF’s net proved reserves of oil and natural gas during
2007, 2008 and 2009, by geographic region.
Proved Developed and Undeveloped Reserves
Argentina
Total
Argentina
Oil(1)
United
States
(mmbbl)
Natural gas(2)
United
States
(bcf)
Total
7
4,015
Reserves at December 31, 2006......................................................
Revisions of Previous Estimates(2).......................................
Extensions and Discoveries...................................................
Improved Recovery ...............................................................
Production for the Year(3).....................................................
Reserves at December 31, 2007(4) .................................................
Revisions of Previous Estimates(2).......................................
Extensions and Discoveries...................................................
Improved Recovery ...............................................................
Production for the Year(3).....................................................
674
46
9
8
(120)
617
35
20
21
(114)
6
—
—
—
—
6
(4)
—
—
(1)
680
46
9
8
(120)
623
31
20
21
(115)
4,008
319
*
9 —
— —
*
(634)
3,702
6
(132)
(2)
129 —
3 —
(1)
(606)
Reserves at December 31, 2008(4) .................................................
Revisions of Previous Estimates(2).......................................
Extensions and Discoveries...................................................
Improved Recovery ...............................................................
Production for the Year(3).....................................................
Reserves at December 31, 2009(4) .................................................
579
39
14
15
(110)
537
1
1
—
—
(1)
1
Proved Developed Reserves (consolidated entities only)(5)
Argentina
Oil(1)
United
States
(mmbbl)
Proved Developed and Undeveloped Reserves
Argentina
Natural gas(2)
United
States
(bcf)
3,096
3
36 —
69 —
1 —
(1)
2
(532)
2,670
Total
580
40
14
15
(111)
538
319
9
—
(635)
3,708
(134)
129
3
(607)
Total
3,099
36
69
1
(533)
2,672
At December 31, 2007 ....................................................................
At December 31, 2008 ....................................................................
At December 31, 2009 ....................................................................
460
450
428
*
1
1
460
451
429
2,438
2,216
2,100
3
3
2
2,441
2,219
2,102
Proved Developed and Undeveloped Reserves (YPF’s Share
in Investees’ Reserves)
At December 31, 2007 ....................................................................
At December 31, 2008 ....................................................................
At December 31, 2009 ....................................................................
2
1
2
—
—
—
2
1
2
51 —
49 —
49 —
51
49
49
(1) Proved oil reserves include 83, 98 and 114 mmbbl of natural gas liquids as of December 31, 2009, 2008 and 2007,
respectively.
(2) Excludes quantities of gas which have been flared or vented.
(2) Revisions in estimates of reserves are performed at least once a year. Revisions of proved reserves are considered
prospectively in the calculation of depreciation.
(3) Oil production for the years 2007, 2008 and 2009 includes an estimated approximately 14, 14 and 12 mmbbl, respectively,
of crude oil, condensate and natural gas liquids in respect of royalty payments which, as described above, are a financial
obligation, or are substantially equivalent to a production or similar tax. Natural gas production for the years 2007, 2008
and 2009 includes an estimated approximately 72, 69 and 54 bcf, respectively, of natural gas, in respect of such payments.
(4) Proved oil reserves as of December 31, 2007, 2008 and 2009 include an estimated approximately 74, 70 and 67 mmbbl,
respectively, of crude oil, condensate and natural gas liquids in respect of royalty payments which, as described above, are
a financial obligation, or are substantially equivalent to a production or similar tax. Proved reserves of natural gas as of
December 31, 2007, 2008 and 2009 include an estimated approximately 423, 377 and 274 bcf, respectively, of natural gas,
in respect of such payments.
(5) Proved oil reserves include 66, 71 and 76 mmbbl of natural gas liquids as of December 31, 2009, 2008 and 2007,
respectively.
Less than one mmbbl/bcf based on YPF’s net interest.
*
25
The paragraphs below explain in further detail the most significant changes in our reserves during 2009.
1.
Changes in our estimated proved reserves during 2009
Revisions of previous estimates
During 2009, our proved reserves were revised upwards by 40 mmbbl of oil and 36 bcf of gas.
The main revisions to proved reserves have been due to:
• A total of 28 mmboe were added as proved reserves in the Ramos, Barranca Baya, Los Perales, Chihuido de La Salina,
Manantiales Behr, Seco León, Las Heras, Cañadón Yatel and Escalante areas, mainly as a result of better than expected
production and new development projects.
• A total of 11 mmboe were added to net proved reserves as a result of the extension of our concession contracts concerning
the San Roque, Lindero Atravesado and Aguada Pichana fields, which were extended for 10 years (until 2027).
• Changes in economic conditions (in particular, increasing oil prices), resulted in upward adjustments of 7 mmboe in proved
reserves in some exploitation areas such as Puesto Molina and Cañadón Amarillo. This revision includes the booking of
development projects in undeveloped proved reserves areas where exploitation would not have been economically viable
under 2008 year-end oil prices.
• In the San Roque field, 7 mmboe of proved reserves were added and 28 mmboe of proved undeveloped reserves were
transferred to the developed category, as a result of the successful production performance of development projects.
• An addition of 3 mmboe of proved reserves was made as a result of successful workover jobs performed in some areas,
mainly in Chihuido de La Salina, Los Cavaos and Los Perales fields.
• The results of our development wells were below expectations in some areas, resulting in a downward revision of 9 mmboe
of proved reserves, mainly in Loma La Lata field.
• New reservoir studies and changes in our development projects resulted in a net reduction of 7 mmboe in proved reserves in
the Acambuco field.
2.
Improved recovery
In the Golfo de San Jorge and Neuquina basins, 10 mmbbl of proved oil reserves have been added on account of the completion
of technical/economic feasibility studies on extensions of current improved recovery projects, scheduled to be implemented between
2010 and 2014, mainly in Aguada Toledo—Sierra Barrosa, Los Perales and Seco León.
A total of 5 mmbbl of proved oil reserves have been added due to positive production response, well repairs, and new
production and injection wells drilled as part of the improved recovery projects, mainly in the Chihuido La Salina, Señal Picada,
Desfiladero Bayo and CNQ 7A fields.
3.
Extensions and discoveries
A total of 27 mmboe (68 bcf of gas and 15 mmbbl of oil) of proved reserves have been added as a result of drilling in unproved
reserves areas during 2009 (in particular in the San Roque, Manantiales Behr, Loma La Lata, Barranca Baya, Aguarague, Seco León,
Cañadón Yatel and Desfiladero Bayo fields).
Exploratory activities in Bandurria (in the Neuquina basin) were successful with the completion of the exploratory well La
Caverna X-1, adding 0.1 mmboe.
Changes in our proved undeveloped reserves during 2009
YPF had estimated net proved undeveloped reserves of 211 mmboe at December 31, 2009, which represented 20.8% of our
1,013 mmboe total reported proved reserves as of such date. This compares to estimated net proved undeveloped reserves of 286
mmboe at December 31, 2008 (25% of the 1,133 mmboe total reported proved reserves as of such date). This 26% decrease in net
proved undeveloped reserves in 2009 was principally due to the implementation of development programs which resulted in the
transfer of approximately 81 mmboe from proved undeveloped to proved developed reserves during such year. The largest transfers
were associated with the drilling activity in development projects and the installation of compression facilities in the Loma La Lata,
Sierras Blancas and San Roque gas fields. On the other hand, newly approved projects and revisions of previous estimates resulted in
a net addition of 6 mmboe in proved undeveloped reserves for this period.
YPF’s total expenditure to advance the development of reserves during 2009 was approximately U.S.$738 million, of which
U.S.$125 million was allocated to projects that resulted in a transfer of proved undeveloped to proved developed reserves during the
year.
26
As at December 31, 2009, we did not have material amounts of proved undeveloped reserves in individual fields or countries
that have remained undeveloped for five years or more after being disclosed as proved undeveloped reserves.
Internal controls on reserves and reserves audits
All of our oil and gas reserves held in consolidated companies have been estimated by our petroleum engineers. In order to meet
the high standard of “reasonable certainty,” reserves estimates are stated taking into consideration additional guidance as to reservoir
economic producibility requirements, acceptable proved area extensions, drive mechanisms and improved recovery methods,
marketability under existing economic and operating conditions and project maturity.
Where applicable, the volumetric method is used to determine the original quantities of petroleum in place. Estimates are made
by using various types of logs, core analysis and other available data. Formation tops, gross thickness, and representative values for
net pay thickness, porosity and interstitial fluid saturations are used to prepare structural maps to delineate each reservoir and
isopachous maps to determine reservoir volume. Where adequate data is available and where circumstances are justified, material-
balance and other engineering methods are used to estimate the original hydrocarbon in place.
Estimates of ultimate recovery are obtained by applying recovery factors to the original quantities of petroleum in place. These
factors are based on the drive mechanisms inherent in the reservoir, analysis of the fluid and rock properties, the structural position of
the reservoir and its production history. In some instances, comparisons are made with similar production reservoirs in the areas where
more complete data is available.
Where adequate data is available and where circumstances are justified, material-balance and other engineering methods are
used to estimate ultimate recovery. In these instances, reservoir performance parameters such as cumulative production, production
rate, reservoir pressure, gas oil ratio behavior and water production are considered in estimating ultimate recovery.
In certain cases where the above methods could not be used, proved reserves are estimated by analogy to similar reservoirs
where more complete data are available.
To control the quality of reserves booking, a process has been established that is integrated into the internal control system of
YPF, and aligned with the control of quality of reserves booking of Repsol YPF. This process to manage reserves booking is centrally
controlled and has the following components:
(a) The Reserves Control Direction (RCD) is separate and independent from the Exploration and Production segment. RCD’s
activity is overseen by YPF’s Audit Committee, which is also responsible for supervising the procedures and systems used
in the recording of and internal control over the company’s hydrocarbon reserves. The primary objectives of the RCD is to
ensure that YPF’s proved reserves estimates and disclosure are in compliance with the rules of the SEC, the Financial
Accounting Standard Board (FASB), and the Sarbanes-Oxley Act, and to review annual changes in reserves estimates and
the reporting of YPF’s proved reserves. The RCD is responsible for preparing the information to be publicly disclosed
concerning YPF’s reported proved reserves of crude oil and natural gas. The RCD is managed by and staffed with
individuals that have an average of more than 20 years of technical experience in the petroleum industry, including in the
classification and categorization of reserves under the SEC guidelines. The RCD staff includes several individuals who
hold advanced degrees in either engineering or geology, as well as individuals who hold bachelor’s degrees in various
technical studies. Several members of the RCD are registered with or affiliated to the relevant professional bodies in their
fields of expertise.
(b) The Reserves Control Director, head of the RCD, who is responsible for overseeing the preparation of the reserves
estimates. The current director has over 30 years of experience in reservoir-engineering, geology and geophysics, reserves
estimates, project development, finance and general accounting regulation and with well-rounded exposure to
international operations. Over the past three years, he has been responsible for supervision over YPF’s governance and
compliance procedures in respect of reserves estimates. He is an active member of the Society of Petroleum Engineers
(SPE) and serves on its Editorial Committee for Reservoir Engineering and Evaluation. In addition, he holds a petroleum
engineering degree from Universidad Central de Venezuela, MSc and PhD degrees in petroleum engineering from
Pennsylvania State University in the United States, and an MBA from Instituto de Estudios Avanzado de Administración
in Venezuela. Consistent with our internal control system requirements, the Reserves Control Director’s compensation is
not affected by changes in reported reserves.
(c) A quarterly internal review by the RCD of changes in proved reserves submitted by the Exploration and Production
business unit and associated with properties where technical, operational or commercial issues have arisen.
(d) The Quality Reserve Coordinator (QRC), who is a professional assigned at each Exploration and Production business unit
of YPF to ensure that there are effective controls in the proved reserves estimation and approval process of the estimates
of YPF and the timely reporting of the related financial impact of proved reserves changes. Our QRCs are responsible for
reviewing proved reserves estimates. The qualification of each QRC is made on a case-by-case basis with reference to the
27
recognition and respect of such QRC’s peers. YPF would normally consider a QRC to be qualified if such person (i) has a
minimum of 10 years of practical experience in petroleum engineering or petroleum production geology, with at least five
years of such experience in charge of the estimate and evaluation of reserves information, and (ii) has either (A) obtained,
from a college or university of recognized stature, a bachelor’s or advanced degree in petroleum engineering, geology or
other related discipline of engineering or physical science, or (B) received, and is maintaining in good standing, a
registered or certified professional engineer’s license or a registered or certified professional geologist’s license, or the
equivalent thereof, from an appropriate governmental authority or professional organization.
(e) A formal review through technical review committees to ensure that both technical and commercial criteria are met prior
to the commitment of capital to projects.
(f) Our internal audit team, which examines the effectiveness of YPF’s financial controls, designed to ensure the reliability of
reporting and safeguarding of all the assets and examining YPF’s compliance with the law, regulations and internal
standards.
(g) All volumes booked are submitted to a third party reserves audit on a periodic basis. The properties selected for a third
i.
ii.
party reserves audit in any given year are selected on the following basis:
all properties on a three year cycle, and
recently acquired properties not submitted to a third party reserves audit in the previous cycle and properties with respect
to which there is new information which could materially affect prior reserves estimates.
For those areas submitted to third party reserves audit, YPF’s proved reserves figures have to be within 7% of the third party
reserves audit figures for YPF to declare that the volumes have been ratified by a third party reserves audit. In the event that the
difference is greater than the tolerance, YPF will reestimate its proved reserves to achieve this tolerance level or should disclose the
third party figures.
In 2009, Gaffney, Cline & Associates Inc. audited the areas not operated by YPF in the Austral, Golfo San Jorge, Neuquina and
Noroeste basins. All these third party audits were performed, as of September 30, 2009 on fields which, in our estimates as of such
date, contained proved reserves of 242 mmboe in the aggregate, and cumulatively covered 21% of our proved reserves in Argentina as
of that date. A copy of the related reserves audit report is filed as an Exhibit to this annual report.
We are required, in accordance with Resolution S.E. No. 324/06 of the Argentine Secretariat of Energy, to file annually and by
March 31 of every year details of our estimates of our oil and gas reserves and resources with the Argentine Secretariat of Energy, as
defined in that resolution and certified by an external auditor. The aforementioned certification and external audit only have the
meaning established by Resolution S.E. No. 324/06, and are not to be interpreted as a certification or external audit of oil and gas
reserves under SEC rules. We last filed such a report for the year ended December 31, 2009 and the estimates of our proved oil and
gas reserves filed with the Argentine Secretariat of Energy are materially higher than the estimates of our proved oil and gas reserves
contained in this annual report mainly because: (i) information filed with the Argentine Secretariat of Energy includes all properties of
which we are operators, irrespective of the level of our ownership interests in such properties; (ii) information filed with the Argentine
Secretariat of Energy includes other categories of reserves and resources different to proved reserves that are not included in this
annual report, which contains estimates of proved reserves consistent with the SEC’s guidance; and (iii) the definition of proved
reserves under Resolution S.E. No. 324/06 is different from the definition of “proved oil and gas reserves” established in Rule 4-10(a)
of Regulation S-X. Accordingly, all proved oil and gas reserve estimates included in this annual report reflect only proved oil and gas
reserves consistent with the rules and disclosure requirements of the SEC.
28
Oil and gas production, production prices and production costs
The following table shows our oil (including crude oil, condensate and natural gas liquids) and gas production on an as sold
basis for the years indicated. In determining net production, we exclude royalties due to others, whether payable in cash or in kind,
where the royalty owner has a direct interest in such production and is able to make lifting and sales arrangements independently. By
contrast, to the extent that royalty payments required to be made to a third party, whether payable in cash or in kind, are a financial
obligation, or are substantially equivalent to a production or severance tax, they are not excluded from our net production amounts
despite the fact that such payments are referred to as “royalties” under local rules. This is the case for our production in Argentina,
where royalty expense is accounted for as a production cost.
Production
Oil production(1)
Argentina(2) ...........................................................................................................................
North America........................................................................................................................
Total oil production(3)..................................................................................................
Natural gas production
Argentina(2) ...........................................................................................................................
North America........................................................................................................................
Total gas production(4).................................................................................................
For the Year Ended December 31,
2008
2007
2009
(mbbl)
110
1
111
471
1
472
114
1
115
(bcf)
554
1
555
120
0
120
577
1
578
Includes crude oil, condensate and natural gas liquids.
(1)
(2) Loma La Lata field in Argentina contains over 15% of our total proved reserves expressed on an oil-equivalent barrels basis. Oil
production in this field was 17, 16 and 17 mbbl for the years ended December 31, 2009, 2008 and 2007, respectively. Natural
gas production in Loma La Lata field was 207, 238 and 262 bcf for the years ended December 31, 2009, 2008 and 2007,
respectively.
(3) Oil production for the years 2009, 2008 and 2007 include an estimated approximately 12, 14 and 14 mmbbl, respectively, of
crude oil, condensate and natural gas liquids in respect of royalty payments which are a financial obligation, or are substantially
equivalent to a production or similar tax.
(4) Natural gas production for the years 2009, 2008 and 2007 includes an estimated approximately 54, 69 and 72 bcf, respectively,
of natural gas, in respect of royalty payments which are a financial obligation, or are substantially equivalent to a production or
similar tax.
In 2009, crude oil and natural gas production, on a boe basis, decreased by 8% compared to 2008. As compared to 2008, crude
oil (including condensate and natural gas liquids) production (including production from our foreign operations) decreased by 3.5% in
2009. With respect to natural gas, production decreased by 12.2% in 2009 compared to 2008.
The composition of the crude oil produced by us in Argentina varies by geographic area. Almost all crude oil produced by us in
Argentina has very low or no sulfur content. We sell substantially all the crude oil we produce in Argentina to our Refining and
Marketing business segment. Most of the natural gas produced by us is of pipeline quality. All of our gas fields produce commercial
quantities of condensate, and substantially all of our oil fields produce associated gas.
29
The following table sets forth the average production costs and average sales price by geographic area for 2009, 2008 and 2007:
Total
Argentina
(Ps./boe)
United States
24.42
1.05
6.96
32.43
157.05
46.18
21.64
1.03
5.37
28.04
132.98
40.93
16.26
0.80
5.36
22.42
138.08
29.07
37.17
—
19.07
56.24
201.12
109.22
10.69
—
7.16
17.85
243.74
151.56
—
—
41.01
41.01
—
—
Production costs and sales price
Year ended December 31, 2009
Lifting costs ...........................................................................................................................
Local taxes and similar payments(1) .....................................................................................
Transportation and other costs ...............................................................................................
Average production costs.......................................................................................................
24.48
1.05
7.02
32.55
Average oil sales price ...........................................................................................................
Average natural gas sales price..............................................................................................
157.28
46.49
Year ended December 31, 2008
Lifting costs ...........................................................................................................................
Local taxes and similar payments(1) .....................................................................................
Transportation and other costs ...............................................................................................
Average production costs.......................................................................................................
21.58
1.02
5.38
27.98
Average oil sales price ...........................................................................................................
Average natural gas sales price..............................................................................................
133.59
41.54
Year ended December 31, 2007
Lifting costs ...........................................................................................................................
Local taxes and similar payments(1) .....................................................................................
Transportation and other costs ...............................................................................................
Average production costs.......................................................................................................
16.25
—
6.18
22.43
Average oil sales price ...........................................................................................................
Average natural gas sales price..............................................................................................
138.08
29.07
(1) Does not include ad valorem and severance taxes.
30
Drilling and other exploratory and development activities
The following table shows the number of wells drilled by us or consortiums in which we had a working interest in Argentina
during the periods indicated.
Wells Drilled in Argentina(1)
Gross wells drilled(2)
Exploratory.............................................................................................................................
Productive .....................................................................................................................
Oil........................................................................................................................
Gas ......................................................................................................................
Dry(3) ...........................................................................................................................
Total ....................................................................................................................
Development ..........................................................................................................................
Productive .....................................................................................................................
Oil........................................................................................................................
Gas ......................................................................................................................
Dry ................................................................................................................................
Total ....................................................................................................................
Net wells drilled(2)
Exploratory.............................................................................................................................
Productive...............................................................................................................................
Oil........................................................................................................................
Gas ......................................................................................................................
Dry ................................................................................................................................
Total ....................................................................................................................
Development ..........................................................................................................................
Productive .....................................................................................................................
Oil........................................................................................................................
Gas ......................................................................................................................
Dry ................................................................................................................................
Total ....................................................................................................................
For the Year Ended December 31,
2007
2008
2009
3
2
1
14
17
494
456
38
18
512
1
1
—
8
9
402
380
22
18
420
4
3
1
13
17
590
529
61
12
602
3
2
1
7
10
439
396
43
12
451
6
4
2
17
23
697
622
75
14
711
5
4
1
12
17
539
488
51
13
552
(1)
(2)
(3)
In addition to wells drilled in Argentina, we participated in the drilling of the following “gross” wells in North America: one dry
exploratory well in 2009 and seven development wells during the last three years, five of which were productive. “Net” wells
drilled in North America round to less than one well.
“Gross” wells include all wells in which we have an interest. “Net” wells equals gross wells after deducting third party interests.
Includes four wells which remained under evaluation as of December 31, 2009.
Activities in Argentina
During the past three years our main exploratory activities in Argentina have had the following principal focuses:
Offshore :
• Shallow water. In October 2008, YPF initiated a shallow water drilling campaign using the Ocean Scepter Jack Up. The first
exploratory well, Aurora x-1, was drilled between October and December 2008 in the GSJM-1 block (operated by us and in
which we have a 67.0% working interest and Petrobras Energía S.A. (“PESA”) has a 33.0% working interest). Between
February and July 2009, three more wells were drilled in the GSJM-1 block: Elizabeth x-1, Alicia x-1 and Silvia x-1. While
all these wells recovered hydrocarbons, they were abandoned as subcommercial discoveries. During 2009, YPF also drilled
wells Helix x-1, x-2 and x-3 in block E2 (operated by ENAP Sipetrol (33.0%), and in which YPF and ENARSA each have a
33.0% working interest). All three wells were abandoned as dry holes.
• Deep water. YPF currently operates two projects at a well planning stage: the Malvinas Project in blocks CAA40/CAA46 at
a water depth of 500 meters (operated by us and in which we hold a 33.5% working interest and in which PESA and Pan
American Energy (“PAE”) have working interests of 33.5% and 33.0%, respectively) and the Colorado Marina Project in
block E1 at a water depth of 1,500 meters (operated by us and in which we hold a 35.0% working interest and in which
PESA, ENARSA and Petrouruguay, S.A., have working interests of 25.0%, 35.0% and 5.0%, respectively).
31
Onshore: YPF continued its near-field exploration activity in its concession blocks, explored for deep gas in the Noroeste and
Neuquina basins and embarked on three new exploratory fronts:
• Shale gas. The first shale gas well ever drilled in Argentina (PSG x-2 in the Loma La Lata Block) was spudded in November
2009 and is expected to be completed in 2010.
• Quintuco formation. New exploratory concepts have been developed for this traditional reservoir (Quintuco Formation
Carbonates). Two discovery wells were drilled in 2009 (La Caverna x-1 and La Dolina x-1). La Caverna x-1 (in which we
have a 54.54% working interest) is located in the Bandurria block and is operated by us. La Dolina x-1 (in which we have a
100% working interest) is located in the Loma La Lata block and is under evaluation. YPF is planning to continue with this
program with three additional wells in 2010.
• Frontier areas. Two seismic acquisition programs were completed in remote underexplored areas (Río Barrancas and
Tamberías Blocks, in which we have a 100% working interest). A total of 164 km2 of 3D seismic and 441 km of 2D seismic
were recorded in these two areas.
During 2009, YPF completed 17 exploratory wells in Argentina: seven in the Neuquina basin, four in the Golfo San Jorge basin
(three of them, offshore) and six in the offshore Austral basin. Three out of the 17 wells were discoveries.
During this year, we continued improving our facilities and optimizing our oil and gas properties and production. In the case of
our U.S.$13 million 6th Stage Low Pressure Compression Project at the Loma La Lata natural gas field, there was gas production and
wellhead pressure above the initial forecast. New reservoir and facilities simulations will be made during 2010, before continuing the
compression and surface facilities optimization.
Our key production asset capital improvement projects during 2009 included a water injection project at Rincón de los Sauces in
the Neuquina basin, in the Chihuido de la Sierra Negra field, to mitigate the natural production decline attributable to the maturity of
that field. This project was completed in 2009 at a total cost of approximately U.S.$115 million. In the year 2009, we drilled 8 new
wells to replace collapsed wells in Chihuido de la Sierra Negra.
A pilot project study that evaluates the Water Alternating Gas (WAG) process in Chihuido de la Sierra Negra has already been
completed, concluding that an expansion was not economically feasible. Our current effort is focused on evaluating the Enhanced Oil
Recovery (EOR) opportunities by chemical methods (Surfactant Polymer, or SP). Delineation and development work has been
focused on Manantiales Behr, Cañadón Yatel, Barranca Baya, Desfiladero Bayo, Señal Picada and Cañadón Amarillo. Tight gas
opportunities are being evaluated through a pilot project study in the Lajas formation, in the Cupen Mahuida area. Significant work is
being devoted to optimizing the secondary waterflooding recovery factor through simulation models by zone in Chihuido de la Sierra
Negra, Los Perales and Cañadón Seco-Cañadón León.
In block CNQ7A, operated by Pluspetrol Energy S.A. (“Pluspetrol”), in which we have a 50% working interest, the delineation
of the El Corcobo Norte, Jagüel Casa de Piedra, Cerro Huanunl Sur and Puesto Pinto Reservoirs has been completed and the
development of those reservoirs has begun. Steam and water injection pilot projects in Cerro Huanunl Sur have ended with better
results for the water injection recovery method than the steam injection project.
In October 2008, eight of our concessions in the province of Neuquén were extended for 10 years (up to the year 2027): Cerro
Bandera, Señal Cerro Bayo, Chihuido de la Sierra Negra, El Portón, Filo Morado, Octógono and Señal Picada-Punta Barda (100%
owned and operated by YPF), and Puesto Hernández (operated by another company, and in which YPF has a 61.55% working
interest).
We have also extended the term of the concessions of blocks Lindero Atravesado (in which we have a 37.5% working interest)
until 2026, and block Aguada Pichana (27.27% working interest) and San Roque (34.11% working interest) until 2027.
Our production declines in recent periods are attributable mainly to the continuing maturity of our fields, although work
stoppages and pipeline issues have on occasion contributed to production declines and capital project delays. During 2009, a series of
labor and community conflicts resulted in lost production of approximately 4.9 mmboe.
Our technical staff is still engaged in efforts to mitigate the decline in reserves and production through field delineation and
near-field exploration to add reserves and focused water injection and geologically-optimized infill drilling aimed at improving
recovery factors in producing assets. This initiative started in late 2006 with the Plan de Desarrollo de Activos (Asset Development
Program or “PLADA”), following a rigorous project management methodology. During 2009 some 2008 PLADA projects were still
in progress, adding value to static and dynamic models.
Our project portfolio, updated in June 2009, included 1,440 projects to develop proved, probable and possible exploration and
development resources focused mainly on crude oil development and the measuring of tight gas in the Neuquina basin. Nevertheless,
the financial viability of these investments and reserve recovery efforts will generally depend on the prevailing economic and
regulatory conditions in Argentina, as well as the market prices of hydrocarbon products.
32
Activities in the Unites States and Guyana
For information regarding our exploration and development activities in the United States and Guyana see “—Principal
properties—International properties”.
Additional information on our present activities
The following table shows the number of wells in the process of being drilled as of February 2010.
Number of wells in the process of being drilled
Argentina ................................................................................................................................................................
Rest of South America ............................................................................................................................................
North America ........................................................................................................................................................
Total........................................................................................................................................................................
As of February 2010
Net
Gross
41
—
—
41
41
—
—
41
Delivery commitments
We are committed to providing fixed and determinable quantities of crude oil and natural gas in the near future under a variety
of contractual arrangements.
With respect to crude oil, we sell substantially all of our Argentine production to our Refining and Marketing business segment
to satisfy our refining requirements. As of December 31, 2009, we were contractually committed to deliver 197 mbbl of crude oil in
the future, generally under short term delivery contracts. According to our estimates as of December 31, 2009, crude oil commitments
could be met with our own production.
As of December 31, 2009, we were contractually committed to deliver 66,639 mmcm of natural gas in the future, of which
approximately 27,021 mmcm will have to be delivered in the period from 2010 through 2012. According to our estimates as of
December 31, 2009, our contractual delivery commitments for the next three years could be met with our own production and, if
necessary, with purchases from third parties.
However, since 2004 the Argentine government has established regulations for both the export and internal natural gas markets
which have affected Argentine producers’ ability to export natural gas. Consequently, since 2004 we have been forced in many
instances to partially or fully suspend natural gas export deliveries that are contemplated by our contracts with export customers.
Provisions totaling Ps. 139 million, Ps. 61 million and Ps. 596 million have been recorded in 2009, 2008 and 2007, respectively, in
connection with our contractual commitments in the natural gas export market.
Among the regulations adopted by the Argentine government, on June 14, 2007, the Argentine Secretariat of Energy passed
Resolution No. 599/07, according to which we were compelled to enter into an agreement with the Argentine government regarding
the supply of natural gas to the domestic market during the period 2007 through 2011 (the “Agreement 2007-2011”). It must be noted
that YPF has not entered into any contractual commitment to supply natural gas to the domestic market. The purpose of the
Agreement 2007-2011 is to guarantee the supply of natural gas to the domestic market at the demand levels registered in 2006, plus
the growth in demand by residential and small commercial customers. See “—Regulatory Framework and Relationship with the
Argentine Government—Market Regulation” and “Risk Factors—We are subject to direct and indirect export restrictions, which have
affected our results of operations and caused us to declare force majeure under certain of our export contracts.” According to our
estimates as of December 31, 2009, supply requirements under the Agreement 2007-2011 (which we were compelled to enter into and
which was approved by a resolution that has been challenged by us) could be met with our own production and, if necessary, with
purchases from third parties.
We have appealed the validity of the aforementioned regulations and have invoked the occurrence of a force majeure event
(government action) under our export natural gas purchase and sales agreements, although certain counterparties to such agreements
have rejected our position. See “Item 8. Financial Information—Legal Proceedings—Argentina—Reserved, probable contingencies—
Alleged defaults under natural gas supply contracts”, “Item 8. Financial Information—Legal Proceedings—Argentina—Non-reserved,
possible contingencies—Claims related to the gas market and others” and “Item 8. Financial Information—Legal Proceedings—
Argentina—Non-reserved, remote contingencies—Arbitration with AES Uruguaiana Empreendimentos S.A. (AESU), Companhia de
Gás do Estado do Río Grande do Sul (Sulgás) and Transportadora de Gas del Mercosur S.A. (TGM).”
33
Natural gas supply contracts
As mentioned above, the Argentine government has established regulations for both the export and internal natural gas markets
which have affected Argentine producers’ ability to export natural gas under their contracts. The principal contracts of YPF among
these are described briefly below.
We are currently committed to supply a daily quantity of 125 mmcf/d to the Methanex plant in Cabo Negro, Punta Arenas, in
Chile (under three 20-year agreements entered into in 1997, 1999 and 2005). Pursuant to instructions from the Argentine government,
deliveries were interrupted from 2007.
We have a 12-year contract (entered into in 1999 and subsequently modified) to supply 31 mmcf/d of natural gas to the
Termoandes power plant located in Salta, Argentina. The natural gas comes from the Noroeste basin. This power plant provides power
to a high voltage line running from Salta to Región II in Chile.
We currently have several supply contracts with Chilean electricity producers (through the Gas Andes pipeline linking
Mendoza, Argentina to Santiago, Chile, which has a transportation capacity of 353 mmcf/d (designed capacity with compression
plants)), including a 15-year contract (signed in 1998) to provide 63 mmcf/d to the San Isidro Electricity Company (Endesa) in
Quillota, Chile (all of this plant’s natural gas needs), a 15-year contract (signed in 1999) to supply 20% of the natural gas requirements
of the electricity company, Colbun (approximately 11 mmcf/d), and a 15-year contract (signed in 2003) to supply 35 mmcf/d to Gas
Valpo, a distributor of natural gas in Chile. We also have a 21-year contract (entered into in 1999) to deliver 93 mmcf/d of natural gas
to a Chilean distribution company that distributes natural gas to residential and industrial clients through a natural gas pipeline (with a
capacity of 318 mmcf/d) connecting Loma La Lata (Neuquén, Argentina) with Chile. Finally, in Chile we also have natural gas supply
contracts with certain thermal power plants in northern Chile utilizing two natural gas pipelines (with a carrying capacity of 300
mmcf/d each) connecting Salta, Argentina, to Northern Chile (Región II).
In Brazil, we had entered into a 20-year supply contract (signed in 2000) to provide 99 mmcf/d of natural gas to the thermal
power plant of AES Uruguaiana Empreendimentos S.A. (AESU) through a pipeline linking Aldea Brasilera, Argentina, to
Uruguayana, Brazil (with a capacity of 560 mmcf/d). See “Item 8. Financial Information—Legal Proceedings—Argentina—Reserved,
probable contingencies—Alleged defaults under natural gas supply contracts” and “Item 8. Financial Information—Legal
Proceedings—Argentina—Non-reserved, remote contingencies—Arbitration with AES Uruguaiana Empreendimentos S.A. (AESU),
Companhia de Gás do Estado do Río Grande do Sul (Sulgás) and Transportadora de Gas del Mercosur S.A. (TGM).” At the moment,
YPF and Sulgás are in arbitration according to the Rules of Arbitration and Conciliation of the International Chamber of Commerce
(ICC).
Because of certain restrictions imposed by the Argentine government (see “—The Argentine natural gas market,” below), we
could not meet our export commitments and were forced to declare force majeure under our natural gas export sales agreements. As a
result of actions taken by the Argentine authorities, through measures described in greater detail under “—Regulatory Framework and
Relationship with Argentine Government,” we have been forced to reduce the export volumes authorized to be provided under the
relevant agreements and permits as shown in the chart below:
Year
2007.............................................................................................
2008.............................................................................................
2009.............................................................................................
Maximum Contracted
Volumes (MCV)(1)
(mmcm)
Restricted Volumes(2)
(mmcm)
5,979.1
5,995.5
5,920.0
3,682.0
4,460.8
2,835.5
Percentage of
Restricted Volumes
vs. MCV
61.6%
74.4%
47.9%
(1) Reflects the maximum quantities committed under our natural gas export contracts. Includes all of our natural gas export
contracts pursuant to which natural gas is exported to Chile and Brazil.
(2) Reflects the volume of contracted quantities of natural gas for export that were not delivered.
The Argentine natural gas market
We estimate (based on preliminary reports of amounts delivered by transport companies) that natural gas consumption in
Argentina totaled approximately 1,547 bcf in 2009. We estimate that the number of users connected to distribution systems throughout
Argentina amounted to approximately 7.4 million as of December 31, 2009. The average annual domestic consumption of natural gas
has grown significantly over recent years, driven by the forces of economic growth and domestic price; although we do not believe
that the natural gas market will continue to grow at the same rate as it has recently done.
34
In 2009, we sold approximately 32% of our natural gas to local residential distribution companies, approximately 64% to
industrial users (including Compañía Mega S.A. (Mega) and Profertil S.A. (Profertil)) and power plants, and approximately 4% in
exports to foreign markets (principally Chile). Approximately 75% of our natural gas sales were produced in the Neuquina basin.
During 2009, our domestic natural gas sales volumes were 9.6% less than those in 2008, mainly due to the greater offer of hydraulic-
generated energy and the lower consumption of residential markets because of the smooth winter temperatures.
Demand for natural gas has been driven by domestic constraints on natural gas prices that commenced in 2002 following the
currency devaluation, which created very low prices for natural gas as compared to alternative fuels. However, as explained above,
domestic sales decreased in 2009.
In January 2004, Decree No. 181/04 authorized the Argentine Secretariat of Energy to negotiate with producers a pricing
mechanism for natural gas supplied to industries and electric generation companies. Domestic market prices at the retail market level
were excluded from these negotiations. Subsequently, the Argentine government has taken a number of additional steps aimed at
satisfying domestic natural gas demand, including pricing regulations, export controls and higher export taxes and domestic market
injection requirements. See “Regulatory Framework and Relationship with Argentine Government.”
During the last several years the Argentine authorities have adopted a number of measures restricting exports of natural gas
from Argentina, including issuing injection orders pursuant to Resolutions No. 659 and No. 752 (which allow Argentine authorities to
require exporters to increase supply of natural gas into the Argentine domestic market), issuing express instructions to suspend
exports, suspending processing of natural gas and adopting restrictions on natural gas exports imposed through transportation
companies and/or emergency committees created to address crisis situations.
These restrictions were imposed on all Argentine exporting producers, affecting natural gas exports from every producing basin.
See “—Delivery commitments—Natural gas supply contracts”. Exporting producers, such as us, have no choice but to comply with
the Argentine government’s directions to curtail exports in order to supply gas to the domestic market, whether such directions are
issued pursuant to resolutions or otherwise. The above-mentioned Resolutions provide penalties for non-compliance. Rule SSC
No. 27/2004 issued by the Undersecretary of Fuels (“Rule 27”), for example, punishes the violation of any order issued thereunder by
suspending or revoking the production concession. Resolutions No. 659 and No. 752 also provide that producers not complying with
injection orders will have their concessions and export permits suspended or revoked and state that pipeline operators are prohibited
from shipping any natural gas injected by a non-complying exporting producer.
The Argentine government began restricting natural gas export permits pursuant to Rule 27 in April 2004, and in June 2004 the
Argentine government began issuing injection orders to us under Resolution No. 659. Thereafter, the volumes of natural gas required
to be provided to the domestic market under the different mechanisms described above have continued to increase substantially. The
regulations pursuant to which the Argentine government has restricted natural gas export volumes in most cases do not have an
express expiration date. Likewise, we have not received any documentation indicating that the Argentine government will suspend or
withdraw these actions. Accordingly, we are unable to predict how long these measures will be in place, or whether such measures or
any further measures adopted will affect additional volumes of natural gas.
In June 2007, we were compelled pursuant to Resolution No. 599/07 of the Argentine Secretariat of Energy to enter into the
Agreement 2007-2011, with the Argentine government regarding the supply of natural gas to the domestic market. See “—Delivery
commitments.”
In September 2008, the Argentine Secretariat of Energy, through Resolution No. 1070, increased the price of natural gas for
certain segments, including the residential, NGV (Natural Gas Vehicle) and power plant segments, with part or all of the proceeds of
the increases to be paid into a fiduciary fund to subsidize the price of LPG consumed by lower income customers. Additionally,
Resolution No. 1417 (December 2008) increased the price of natural gas for the residential segment with highest energy consumption
rates, as defined under such Resolution. Pursuant to the Resolution, such increase in prices is effective with respect to consumption
since November 2008.
Executive Decree No. 2067/2008 of December 3, 2008, created a fiduciary fund to finance natural gas imports destined for
injection into the national pipeline system, when required to satisfy internal demand. The fiduciary fund will be funded through the
following mechanisms: (i) various tariff charges to be paid by users of regular transport (which shall be invoiced by the
transporters/distributors on firm transport) and distribution services gas consumers that receive gas directly from producers and
companies that process natural gas; (ii) special credit programs that may be arranged with domestic or international organizations; and
(iii) specific contributions assessed by the Argentine Secretariat of Energy on participants in the natural gas industry. The application
of the resolution was temporarily suspended in the period from June to September 2009, with respect to certain users of the residential
segment.
35
On July 17, 2009, the Ministry of Federal Planning, Public Investment and Services and certain natural gas producers (including
YPF) signed an agreement which set forth: (i) natural gas prices at the wellhead for the electric power generators segment from July to
December 2009, and (ii) amounts to be received by natural gas producers in respect of volumes sold to the residential segment from
August 2009 onwards. The previously mentioned amounts will be adjusted monthly so that the resulting amounts represent 50% of the
amount collected by the fiduciary fund to finance natural gas imports. See “—Regulatory Framework and Relationship with the
Argentine Government—Market Regulation—Natural gas.”
Argentine natural gas supplies
Most of our proved natural gas reserves in Argentina are situated in the Neuquina basin (approximately 77% as of December 31,
2009), which is strategically located in relation to the principal market of Buenos Aires and is supported by sufficient pipeline
capacity during most of the year. Accordingly, we believe that natural gas from this region has a competitive advantage compared to
natural gas from other regions. The capacity of the natural gas pipelines in Argentina has proven in the past to be inadequate at times
to meet peak-day winter demand, and there is no meaningful storage capacity in Argentina. Since privatization, local pipeline
companies have added capacity, improving their ability to satisfy peak-day winter demand but no assurances can be given that this
additional capacity will be sufficient to meet demand.
In order to bridge the gap between supply and demand, especially with respect to peak-day winter demand, the Argentine
government has entered into gas import agreements. The Framework Agreement between the Bolivian and the Argentine governments
(executed on June 29, 2006) provides for natural gas imports from Bolivia to Argentina to be managed by ENARSA. The Framework
Agreement establishes a 20-year delivery plan of between 7.7 and 27.7 mmcm/d of Bolivian gas to Argentina. The delivery of
volumes exceeding 7.7 mmcm/d is subject to the construction of the North East Pipeline, with an expected capacity of 20 mmcm/d.
The agreed upon price was approximately U.S.$6.16/mmBtu in December 2009, and is periodically adjusted according to a formula
based upon a basket of fuels. In the past, the increased cost of the natural gas purchased pursuant to the Framework Agreement has
been absorbed by ENARSA and financed by the Argentine government with the collection of export duties on natural gas and some
other charges added to domestic natural gas prices. In the context of the Framework Agreement, on April 25, 2007, we accepted the
offer made by ENARSA for the sale to us of natural gas obtained by ENARSA from the Republic of Bolivia through December 31,
2009. The principal terms and conditions of our agreement with ENARSA, effective through December 31, 2009, were as follows:
(i) maximum contracted quantity of up to 4.4 mmcm/d; (ii) annual take-or-pay quantity equal to 80% of the maximum contracted
quantity; (iii) price of U.S.$1.9/mmBtu for the natural gas (subject to monthly adjustments), plus U.S.$0.237/mmBtu for the liquid
components contained therein; (iv) price adjustments may be made at any time in relation to changes in the Argentine government’s
compensation to ENARSA; and (v) limited allowed curtailments or interruptions of supply due to operative conditions and scheduled
maintenance. In May 2010, we accepted the offer made by ENARSA for the sale to us of a minimum amount of 2.5 mmcm/d of
natural gas obtained by ENARSA from the Republic of Bolivia through May 1, 2011.
In 2008, YPF, jointly with ENARSA, contracted a regasification ship to operate in the Bahía Blanca Port using a ship-to-ship
process for the conversion of liquefied natural gas (LNG) into its gaseous form. Once converted, the natural gas is injected into a
newly built pipeline linking to the national network. As a result, an additional supply of up to 8 mmcm/d of natural gas to the
Argentine market was provided during the peak demand period.
Following the 2008 regasification season, between May 1 and October 31, 2009, YPF has continued providing regasification
services to ENARSA. YPF has executed a Charter Party Agreement to provide and operate a regasification vessel, which is moored at
the Bahía Blanca Port facilities. Using the vessel for the conversion of liquefied natural gas (LNG) into its gaseous state (which allows
for the supply of up to 8 additional mmcm/d of natural gas), a volume of approximately 780 mmcm of natural gas has been injected
into the pipeline linking to the national network, most of which was supplied during the peak demand period. The contractual
regasification period (originally ending at the end of October 2009) has been extended pursuant to an Extension Agreement entered
into by YPF and ENARSA (at the request of ENARSA) to secure the supply of natural gas to the domestic market over the time
period starting on November 1, 2009 and ending on April 30, 2010.
In accordance with the Extension Agreement, the 2010 regasification season will start on May 1 and will end on September 30
(unless extended for 30 days pursuant to the Charter Party Agreement and Extension Agreement). The current success of the Bahía
Blanca project in addition to the continued growth of the domestic demand encourages YPF and ENARSA to further analyze new
alternatives to consolidate the position of LNG in the Argentina energy matrix.
Natural gas transportation and storage capacity
Decree No. 180/2004 created two trust funds to help finance an expansion of the North Pipeline operated by Transportadora Gas
del Norte S.A. (TGN), whose capacity increased by 1.8 mmcm/d (63.6 mmcf/d) in 2005, and an expansion of the San Martín Pipeline
operated by Transportadora Gas del Sur S.A. (TGS), whose capacity increased by 2.9 mmcm/d (102.4 mmcf/d) in 2005. Both
expansions are currently operating. In 2008, there was an additional expansion of approximately 67 mmcf/d in the pipelines operated
by TGS, and additional works were completed in 2009. In mid-2010 (coinciding with winter), the expansion of the San Martín
pipeline (located in the Strait of Magellan and connected to compression plants in the mainland) is expected to finalize with an
increase in capacity of 5 mmcm/d (176.6 mmcf/d).
36
Natural gas is delivered by us through our own gathering systems to the trunk lines from each of the major basins. The firm
capacity of the natural gas transportation pipelines in Argentina is mainly used by the distribution companies under long-term firm
transportation contracts. All of the available capacity of the transportation pipelines is taken by firm customers, mainly during the
winter, leaving capacity available for interruptible customers to varying extents throughout the rest of the year.
We have utilized natural underground structures located near consuming markets as underground natural gas storage facilities,
with the objective of storing natural gas during periods of low demand and selling the natural gas stored during periods of high
demand. Our principal gas storage facility, “Diadema,” is located in the Patagonia region, near Comodoro Rivadavia City. The
injection of natural gas into the reservoir started in January 2001.
Other investments and activities
Natural gas liquids
We participated in the development of Mega to increase its ability to separate liquid petroleum products from natural gas. Mega
allowed YPF, through the fractionation of gas liquids, to increase production at the Loma La Lata gas field by approximately 5.0
mmcm/d in 2001.
We own 38% of Mega, while Petrobras and Dow Chemical have stakes of 34% and 28%, respectively.
Mega operates:
• A separation plant, which is located in Loma La Lata, in the province of Neuquén.
• A natural gas liquids fractionation plant, which produces ethane, propane, butane and natural gasoline. This plant is located
in the city of Bahía Blanca in the province of Buenos Aires.
• A pipeline that links both plants and that transports natural gas liquids.
• Transportation, storage and port facilities in the proximity of the fractionation plant.
Mega commenced operations at the beginning of 2001. Mega’s maximum annual production capacity is 1.35 million tons of
natural gasoline, LPG and ethane. YPF is Mega’s main supplier of natural gas. The production of the fractionation plant is used
mainly in the petrochemical operations of Petroquímico Bahía Blanca (“PBB”) and is also exported by tanker to Petrobras’ facilities in
Brazil.
Mega’s LPG production is acquired by Petrobras pursuant to the sale contract executed between Petrobras and Mega in 1999
(the “LPG Contract”), which defines the LPG sale price in relation to the Mont Belvieu quotation. In 2005, Petrobras requested Mega
to review the price of the LPG Contract since it considered that the Mont Belvieu quotation had departed from other quotations and
become more expensive and, therefore, alleged that such variation in the quotations was a case of hardship. Mega did not agree with
that request and, pursuant to the terms of the LPG Contract, the parties appointed an expert, Purvin & Gertz, whose final report was
issued in 2006 concluding that it was not a case of hardship. In 2008, Petrobras brought an arbitration claim before the International
Court of Arbitration of the International Chamber of Commerce against Mega regarding this matter, requesting compensation of
U.S.$91 million and the amendment of the LPG Contract with respect to future transactions in a way that would reduce the Mont
Belvieu quotation and transform long-term contract into a spot contract. On April 21, 2010, we were notified that the Arbitral Tribunal
has decided to dismiss all claims brought by Petrobras. Furthermore, the Arbitral Tribunal has ruled that Petrobras shall pay costs
incurred by Mega in the arbitration proceeding.
Electricity market – generation
We participate in three power stations with an aggregate installed capacity of 1,622 megawatts (“MW”):
• a 45% interest in Central Térmica Tucumán (410 MW combined cycle) through Pluspetrol Energy Sociedad Anónima
(“Pluspetrol Energy”);
• a 45% interest in Central Térmica San Miguel de Tucumán (370 MW combined cycle) through Pluspetrol Energy; and
• a 40% interest in Central Dock Sud (775 MW combined cycle and 67 MW gas turbines), directly and through
Inversora Dock Sud S.A.
In 2009, these plants collectively generated approximately 7,160 GWh in the aggregate.
Additionally, we own assets that are part of Filo Morado, which has an installed capacity of 63 MW. However the relevant
facilities have not been in operation since November 2008.
37
We also own and operate power plants supplied with natural gas produced by us, which produce power for use by us in other
business units:
• Los Perales power plant (74 MW), which is located in the Los Perales natural gas field;
• Chihuido de la Sierra Negra power plant (40 MW); and
• the power plant located at the Plaza Huincul refinery (40 MW).
Natural gas distribution
We currently hold through our subsidiary YPF Inversora Energética S.A. (“YPF Inversora Energética”) a 45.33% stake in Gas
Argentino S.A. (“GASA”), which in turn holds a 70% stake in Metrogas S.A. (“Metrogas”), which is a natural gas distributor in
southern Buenos Aires and one of the main distributors in Argentina. During 2009, Metrogas distributed approximately 23.6 mmcm of
natural gas per day to 2 million customers in comparison with approximately 22.9 mmcm of natural gas per day distributed to
2 million customers in 2008.
The economic crisis that affected the country at the end of 2001 and beginning of 2002 caused a severe deterioration of the
financial and operational situation of GASA. Thus the decision was made on March 25, 2002 to suspend payment of principal and
interest on its entire financial debt. From then on, Metrogas’ management has focused on an efficient and rational use of its cash flow
in order to be able to comply with all of the legal requirements agreed with the Argentine government with respect to its services.
After negotiating a restructuring of the outstanding debt with its creditors, GASA reached and executed on December 7, 2005 an
agreement (the Master Restructuring Agreement, or “MRA”) with its creditors, by which they would exchange debt for equity in
GASA and/or Metrogas. After this exchange was completed, YPF Inversora Energética would hold a 31.7% stake in GASA. The
MRA was presented to the Argentine National Antitrust Protection Board (Comisión Nacional de Defensa de la Competencia or
“CNDC”) and the National Gas Regulatory Authority (Ente Nacional Regulador del Gas or “ENARGAS”) and was subject to their
approval as a condition precedent to the closing of the MRA. The MRA included a creditors’ option to terminate the agreement if the
closing of the debt restructuring had not occurred by December 7, 2006. The MRA obtained ENARGAS’ approval but the CNDC’s
approval was pending. On May 15, 2008, certain holders of the bonds communicated to YPF Inversora Energética that they were
terminating the MRA. After the termination of the MRA, three different entities claiming to be holders of GASA bonds commenced
four different judicial proceedings against GASA aiming to collect a total of U.S.$46 million, including interest and fees, and one of
them, Coolbrand LLC, started a separate proceeding (“Coolbrand c/Gasa s/acción subrogatoria”). On May 11, 2009, GASA was
notified of a bankruptcy petition brought by Continental Energy Investment LLC. On May 19, 2009, GASA filed a voluntary
reorganization petition (“concurso preventivo”), which was approved on June 8, 2009. On June 12, 2009, an official receiver was
nominated. The period to verify credits ended on October 7, 2009, and on October 22, 2009, GASA filed its comments to such
presentations. On November 19, 2009, the official receiver issued its report advising that the credits should be admitted. On
February 10, 2010 the judge declared all the credits verified but for one presented by one of GASA’s advisors. GASA now has an
exclusivity period to negotiate with the verified creditors. On March 12, 2010, GASA filed motions for review (“incidentes de
revisión”) of credits verified by Coolbrand LLC, Amanda Venture, Latam Energy and Continental Energy. The filing of these motions
does not suspend the voluntary reorganization petition. The judge has established August 10, 2010 as the date to formally present
GASA’s proposal to the creditors.
In 2006, Metrogas reached an agreement with its main creditors in order to restructure its financial debt and align its future
financial commitments to the expected generation of funds. The main objective of the restructuring process was to modify certain
terms and conditions included in its outstanding loans and negotiable agreements by adjusting interest rates and the amortization
period so as to align them with the expected cash flow required for repayment of the indebtedness. Accordingly, on April 20, 2006,
Metrogas entered into an out-of-court preventive agreement with creditors representing approximately 95% of its unsecured
indebtedness, which became effective in May 2006. In October 2008, Metrogas executed an interim agreement (Acuerdo Transitorio)
with the Unit for the Renegotiation and Analysis of Public Service Contracts (Unidad de Renegociación y Análisis de Contratos de
Servicios Públicos, or “UNIREN”), including a limited tariff increase that is intended to fund certain projects that Metrogas is required
to undertake. The government has approved this agreement and it has been published in the Official Gazette on April 14, 2009 but it
has not been implemented since the new tariff chart has not yet been issued. The negotiation of the general tariff of Metrogas (Acta
Acuerdo de Renegociación Contractual Integral) with the UNIREN remains pending.
Metrogas’ financial condition continued to deteriorate in 2009. On June 17, 2010, the Board of Directors of Metrogas, following
the advice of Metrogas’ external legal advisors and considering Metrogas’ inability to fullfil certain payment obligations, decided that
Metrogas should file a voluntary reorganization petition (“concurso preventivo”), which was filed on such date.
As of December 31, 2009, YPF had an allowance for the total value of its investment in YPF Inversora Energética.
38
Refining and Marketing
During 2009, our Refining and Marketing activities included crude oil refining and transportation, and the marketing and
transportation of refined fuels, lubricants, LPG, compressed natural gas and other refined petroleum products in the domestic
wholesale and retail markets and certain export markets.
The Refining and Marketing segment is organized into the following divisions:
• Refining and Logistic Division;
• Refining Division
• Logistic Division
• Trading Division
• Domestic Marketing Division; and
• LPG General Division.
We market a wide range of refined petroleum products throughout Argentina through an extensive network of sales personnel,
YPF-owned and independent distributors, and a broad retail distribution system. In addition, we export refined products, mainly from
the port at La Plata. The refined petroleum products marketed by us include gasoline, diesel, jet fuel, kerosene, heavy fuel oil and
other crude oil products, such as motor oils, industrial lubricants, LPG and asphalts.
Refining division
We wholly own and operate three refineries in Argentina:
• La Plata refinery, located in the province of Buenos Aires;
• Luján de Cuyo refinery, located in the province of Mendoza; and
• Plaza Huincul refinery, located in the province of Neuquén (together referred as the “refineries”).
Our three wholly-owned refineries have an aggregate refining capacity of approximately 319,500 barrels per calendar day. The
refineries are strategically located along our crude oil pipeline and product pipeline distribution systems. In 2009, our crude oil
production, substantially all of which was destined to our refineries, represented approximately 78% of the total crude oil processed by
our refineries. Through our stake in Refinor, we also own a 50% interest in a 26,100 barrel-per-calendar-day refinery located in the
province of Salta, known as Campo Durán.
The following table sets forth the throughputs and production yields for our three wholly-owned refineries for each of the three
years ended December 31, 2009, 2008 and 2007:
Throughput crude/Feedstock(1) ..............................................................................................................
Production
Diesel fuel ...............................................................................................................................................
Gasoline...................................................................................................................................................
Jet fuel .....................................................................................................................................................
Base oils ..................................................................................................................................................
Fuel oil ....................................................................................................................................................
Coke ........................................................................................................................................................
LPG .........................................................................................................................................................
Asphalt ....................................................................................................................................................
For the Year Ended December 31,
2008
2007
2009
(mmboe)
120.6
122.0
114.0
46.0
32.5
6.5
1.1
46.1
31.4
6.1
1.5
46.9
32.6
6.1
2.0
(thousands of tons)
2,163
875
554
148
2,132
919
607
201
1,214
875
550
228
(1) Does not include throughput for Refinor. During 2009, 2008 and 2007, Refinor processed approximately 5.2, 5.5 and 5.8
mmbbl, respectively (2.6, 2.7 and 2.9 mmbbl, respectively, attributable to YPF’s interest in Refinor).
39
In 2009, overall volumes of crude oil/feedstock processed decreased by 5.5% compared with 2008 due mainly to scheduled
maintenance overhauls at our La Plata refinery, as well as our production optimization efforts in response to market conditions and the
decrease in sales volumes in foreign markets (which decreased 37% compared with 2008). In 2009, our refinery capacity utilization
was 94.9%, compared to over 100% in 2008. This was principally due to maintenance overhaul performed at our largest crude
distillation unit, Topping C (located in our La Plata refinery). In addition, union conflicts in the upstream business and in the port
crude oil storage facilities resulted in crude shortages. In 2008, overall volumes of crude oil/feedstock processed decreased by 3.8%
compared with 2007 due to major overhauls at our Luján de Cuyo and La Plata refineries, and in response to the decrease in sales
volumes in foreign markets (which decreased 8.8% compared with 2007).
The La Plata refinery is the largest refinery in Argentina, with a nominal capacity of 189,000 barrels of crude oil per calendar
day. The refinery includes three distillation units, two vacuum distillation units, two catalytic cracking units, two coking units, a coker
naphtha hydrotreater unit, a platforming unit, a gasoline hydrotreater, a diesel fuel hydrofinishing unit, an isomerization unit, an FCC
(Fluid Cracking Catalysts) naphtha splitter and desulfuration unit, and a lubricants complex. The refinery is located at the port in the
city of La Plata, in the province of Buenos Aires, approximately 60 kilometers from the City of Buenos Aires. In 2009, the refinery
processed approximately 172,400 barrels of crude oil per calendar day. The capacity utilization rate at the La Plata refinery for 2009
was 91.2%, 9.2% lower than in 2008. In 2008, the refinery processed approximately 192,600 barrels of crude oil per calendar day. The
capacity utilization rate at the La Plata refinery for 2008 was 0.1% higher than in 2007. The crude oil processed at the La Plata
refinery comes mainly from our own production in the Neuquina and Golfo San Jorge basins. Crude oil supplies for the La Plata
refinery are transported from the Neuquina basin by pipeline and from the Golfo San Jorge basin by vessel, in each case to Puerto
Rosales, and then by pipeline from Puerto Rosales to the refinery.
In October 2009, we commenced developing a detailed engineering project for a new Gasoil Hydrotreater Unit (HTG “B”),
seeking to comply with Resolution 478/09, which requires companies to produce diesel fuel with a maximum level of sulfur of 500
parts per million, to be sold in large cities.
The Luján de Cuyo refinery has a nominal capacity of 105,500 barrels per calendar day, the third largest capacity among
Argentine refineries. The refinery includes two distillation units, a vacuum distillation unit, two coking units, one catalytic cracking
unit, a platforming unit, a Methyl TerButil Eter (“MTBE”) unit, an isomerization unit, an alkylation unit, a naphtha splitter, and
hydrocracking and hydrotreating units. In 2009, the refinery processed approximately 107,500 barrels of crude oil per calendar day. In
2009, the capacity utilization rate was 3.3% higher than in 2008, reaching a rate of 101.9%. In 2008, the capacity utilization rate was
2.4% lower than in 2007, due to maintenance overhauls. Because of its location in the western province of Mendoza and its proximity
to significant distribution terminals owned by us, the Luján de Cuyo refinery has become the primary facility responsible for providing
the central provinces of Argentina with petroleum products for domestic consumption. The Luján de Cuyo refinery receives crude
supplies from the Neuquina and Cuyana basins by pipeline directly into the facility. Approximately 83.0% of the crude oil processed
at the Luján de Cuyo refinery in 2009 was produced by us. Most of the crude oil purchased from third parties comes from oil fields in
Neuquén or in Mendoza.
In 2008, we begun constructing a new furnace in Topping III (in the Luján de Cuyo refinery), that will replace the three furnaces
that are actually in operation. This will also allow us to increase the nominal capacity of the unit by 2,500 barrels per calendar day.
The start up of the new furnace is planned for the second semester of 2010.
In order to comply with government regulations on sulfur specifications for fuels, which will become effective in the middle of
2012, the Luján de Cuyo refinery is developing two projects: a naphtha Hydrotreater Unit (HTN II) and a gasoil Hydrotreater Unit
(HDS III). The developing basic engineering stage with respect to the first project has been completed, while the second project is
currently at that stage.
The Plaza Huincul refinery, located near the town of Plaza Huincul in the province of Neuquén, has an installed capacity of
25,000 barrels per calendar day. In 2009, the refinery processed approximately 23,400 barrels of crude oil per calendar day. In 2009,
the capacity utilization rate was 15.4% lower than in 2008, reaching a rate of 93.6%. In 2008, the refinery processed approximately
27,600 barrels of crude oil per calendar day. In 2008, the capacity utilization rate was 1.6% higher than in 2007. The only products
currently produced commercially at the refinery are gasoline, diesel fuel and jet fuel, which are sold primarily in nearby areas and in
the southern regions of Argentina. Heavier products, to the extent production exceeds local demand, are blended with crude oil and
transported by pipeline from the refinery to La Plata refinery for further processing. The Plaza Huincul refinery receives its crude
supplies from the Neuquina basin by pipeline. Crude oil processed at the Plaza Huincul refinery is mostly produced by us. In 2009,
26% of the refinery’s crude supplies were purchased from third parties.
40
At the end of 2009, we completed the construction of tanks and facilities for the reception and blending of biodiesel in order to
facilitate compliance in the future with new specifications for diesel fuel as established pursuant to Law 26,093. See “—Domestic
Marketing Division.” During 1997 and 1998, each of our refineries were certified under ISO (International Organization for
Standardization) 9001 (quality performance) and ISO 14001 (environmental performance). The Luján de Cuyo and Plaza Huincul
refineries were also certified under OHSAS 18001 (security performance) in 1999 and 2009, respectively. Between 2007 and 2009,
our refineries were recertified under ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2007.
Capital expenditures in 2009 for environmental projects at the three refineries amounted to U.S.$92.7 million.
Logistic division
Crude oil and products transportation and storage
We have available for our use a network of five major pipelines, two of which are wholly-owned by us. The crude oil
transportation network includes nearly 2,700 kilometers of crude oil pipelines with approximately 640,000 barrels of aggregate daily
transportation capacity of refined products. We have total crude oil tankage of approximately 7 mmbbl and maintain terminal facilities
at five Argentine ports.
Information with respect to YPF’s interests in its network of crude oil pipelines is set forth in the table below:
To
From
Puesto Hernández ........................... Luján de Cuyo refinery..........................................
Puerto Rosales................................. La Plata refinery ....................................................
La Plata refinery.............................. Dock Sud ...............................................................
Brandsen ......................................... Campana ................................................................
Puesto Hernández/ P.
Huincul/Allen............................. Puerto Rosales .......................................................
Puesto Hernández ........................... Concepción (Chile)................................................
YPF Interest
100%
100%
100%
30%
Length
(km)
528
585
52
168
37%
(2)
888(1)
428(3)
Daily Capacity
(barrels per
day)
85,200
316,000
106,000
120,700
232,000
114,000
(1)
Includes two parallel pipelines of 513 kilometers each from Allen to Puerto Rosales, with a combined daily throughput of
232,000 barrels.
(2) We hold a 36% interest in Oleoducto Transandino Argentina S.A., which operated the Argentine portion of the pipeline, and a
18% interest in Oleoducto Transandino Chile S.A., which operated the Chilean portion of the pipeline.
(3) This pipeline ceased operating on December 29, 2005.
We own two crude oil pipelines in Argentina. One connects Puesto Hernández to the Luján de Cuyo refinery (528 kilometers),
and the other connects Puerto Rosales to the La Plata refinery (585 kilometers ) and extends to Shell’s refinery in Dock Sud at the
Buenos Aires port (another 52 kilometers). We also own a plant for the storage and distribution of crude oil in the northern province of
Formosa with an operating capacity of 19,000 cubic meters, and two tanks in the city of Berisso, in the province of Buenos Aires, with
60,000 cubic meters of capacity. We own 37% of Oleoductos del Valle S.A., operator of an 888-kilometer pipeline network, its main
pipeline being a double 513 kilometer pipeline that connects the Neuquina basin and Puerto Rosales.
As of December 31, 2009, we held, through Oleoducto Transandino Argentina S.A. and Oleoducto Transandino Chile S.A., an
interest in the 428-kilometer Transandean pipeline, which transported crude oil from Argentina to Concepción in Chile. This pipeline
ceased operating on December 29, 2005, as a consequence of the interruption of oil exports resulting from decreased production in the
north of the province of Neuquén. The assets related to this pipeline were reduced to their recovery value.
We also own 33.15% of Terminales Marítimas Patagónicas S.A., operator of two storage and port facilities: Caleta Córdova
(province of Chubut), which has a capacity of 314,000 cubic meters, and Caleta Olivia (province of Santa Cruz), which has a capacity
of 246,000 cubic meters. We also have a 30% interest in Oiltanking Ebytem S.A., operator of the maritime terminal of Puerto Rosales,
which has a capacity of 480,000 cubic meters, and of the crude oil pipeline that connects Brandsen (60,000 cubic meters of storage
capacity) to the ESSO refinery in Campana (168 km), in the province of Buenos Aires.
In Argentina, we also operate a network of multiple pipelines for the transportation of refined products with a total length of
1,801 kilometers. We also own 16 plants for the storage and distribution of refined products with an approximate aggregate capacity
of 1,023,122 cubic meters. Three of these plants are annexed to the refineries of Luján de Cuyo, La Plata and Plaza Huincul. Ten of
these plants have maritime or river connections. We operate 53 airplane refueling facilities (40 of them are wholly-owned) with a
capacity of 24,000 cubic meters, own 27 trucks, 112 suppliers and 16 dispensers. These facilities provide a flexible countrywide
distribution system and allow us to facilitate exports to foreign markets, to the extent allowed pursuant to government regulations.
Products are shipped mainly by truck, ship or river barge.
41
In January 2010, we completed the construction of tanks and facilities for the reception and blending of ethanol in the storage
plants of Luján de Cuyo, Montecristo and San Lorenzo, in order to facilitate compliance with the new specifications for gasoline set
forth by Law 26,093. YPF is currently producing this blending in the storage plants of Luján de Cuyo, Montecristo and San Lorenzo.
Similar construction work in the rest of our plants is expected to be finished during the years 2010 and 2011.
Capital expenditures in 2009 for safety and environmental projects at the logistic division amounted to U.S.$10.4 million.
Trading division
Our Trading Division sells refined products and crude oil to international customers and oil to domestic oil companies. Exports
include crude oil, unleaded gasoline, diesel fuel, fuel oil, LPG, light naphtha and virgin naphtha. This Division’s export sales are made
principally to Brazil and the United States. Sales to international customers for the years 2009 and 2008 totaled Ps.2,878 million and
Ps. 5,916 million, respectively, 79% and 84% of which, respectively, represented sales of refined products and 21% and 11% of
which, respectively, represented sales of marine fuels. On a volume basis, in 2009 and 2008 sales to international customers consisted
of 11.2 mmbbl and 17.8 mmbbl of refined products, respectively, and 2.49 mmbbl and 1.93 mmbbl of marine fuels, respectively. In
addition, we sold 2.02 mmbbl of crude oil to international customers in 2008 (compared to almost no sales to international customers
in 2009). Domestic sales of crude oil totaled Ps.485 million and Ps.377 million and 3.1 mmbbl and 2.7 mmbbl in 2009 and 2008,
respectively. Domestic sales of marine fuels totaled Ps.380 million and Ps.379 million and 1.4 and 1.5 mmbbl in 2009 and 2008,
respectively.
Domestic marketing division
Through our Marketing Division, we market gasoline, diesel fuel, LPG and other petroleum products to retail and wholesale
customers.
In 2009, retail, wholesale, lubricants and specialties and aviation sales reached Ps.20,479 million, representing 74.3% of the
Refining and Marketing segment’s consolidated revenue, with Ps.12,693 million generated by retail customers.
As of December 31, 2009, the Marketing Division’s sales network in Argentina included 1,632 retail service stations (compared
to 1,642 at December 31, 2008), of which 92 are directly owned by us, and the remaining 1,540 are affiliated service stations.
Operadora de Estaciones de Servicio S.A. (“OPESSA”), our wholly-owned subsidiary, operates 168 of our retail service stations, 79
of which are directly owned by us, 25 of which are leased to ACA (Automóvil Club Argentino), and 64 of which are leased to
independent owners. Additionally, we have a 50% interest in Refinor, which operates 71 retail service stations. We will continue our
efforts to improve our service stations network, through the incorporation of stations in new locations and the elimination of existing
non-strategic stations, and dealer-operated stations which do not comply with the level of operational efficiency that we require.
During 2009 we adopted a new design for stations integrating our service stations network. This new image will be deployed
during 2010-2011.
We estimate that, as of December 31, 2009, our points of sale accounted for 30.9% of the Argentine market. In Argentina, Shell,
Petrobras and ESSO are our main competitors and we estimate that, as of December 31, 2009, they owned approximately 15.2%,
12.8% and 10.5%, respectively, of the points of sale in Argentina, according to the latest information available to us. During 2009, we
believe all oil companies maintained the number of their points of sales.
During 2009, we slightly increased our market share in the diesel fuel and gasoline markets from 54.9% to 57.4%, according to
our analysis of data provided by the Argentine Secretariat of Energy.
The “Red XXI” marketing program, launched in October 1997, which has significantly improved operational efficiency and
provides us with immediate performance data from each station, is aimed at connecting most of our service stations network. As of
December 31, 2009, 1,468 stations were linked to the Red XXI system.
In 2007, we launched the Escuela Comercial YPF (YPF Business School), which focuses on performance, employability,
operational excellence and customer satisfaction. The YPF Business School is aligned with our business strategy to promote a sense of
belonging and common vision shared by all the members of our business chain. In 2008, we worked to give the YPF Business School
greater regional and thematic focus. During 2008, we complemented its global approach with the development of more specific
content, focusing on particular areas of our business. In 2008, the YPF Business School carried out 1,011 courses, visits to service
stations and other business development-related activities, involving 1,832 of our employees or business partners (owned and branded
service stations and distributors). In 2009, we focused on improving the quality of our customer service. This was done through our
service and sales courses, specifically designed for our distributors and service stations sales staff. A total of 1,942 students took part
in 454 courses, out of which 408 focused on service and sales. Between 2007 and 2008, 668 students graduated. During 2009, around
500 students were added to that number.
42
We began an ISO 9001 certification process involving our gas station network in 1998. Currently, we allow each gas station
operator to certify its management system. YPF-owned service stations have been certified under ISO 9001 and 14000 standards for
the past ten years, and a small number of such service stations have been certified under OHSAS 18001 and ISO 22000 in the past
three years.
YPF-owned service stations have replaced ISO standards with a self-certification quality standards model, we believe may be
adopted by our network of affiliated service stations operators. This model was under development during 2008 and 2009, and is
expected to begin to be phased in at all YPF-owned service stations in 2010.
Our sales to the agricultural sector are principally conducted through a network of 125 distribution bases operated by 111
distributors (eight of which are owned by us). Sales to transportation, industrial, utility, and mining sectors are made primarily through
our direct sales efforts. The main products sold in the domestic wholesale market include diesel fuel and fuel oil.
Sales to the aviation sector are made directly by us. The products sold in this market are jet fuel and aviation gasoline.
Our lubricants and specialties unit markets a wide variety of products that includes lubricants, greases, asphalt, paraffin, base
lubricant, decanted oil, carbon dioxide and coke. This unit is responsible for the production, distribution and commercialization of the
products in the domestic and exports markets. These operations are ISO 9001:2000 and Tierra 16949 certified. The lubricants
production facilities are also ISO 14001 certified.
During 2009, our lubricants and specialties sales to domestic markets increased by 3.2% from Ps.1,586 million in 2008 to
Ps.1,636 million in 2009. We export lubricants to 6 countries. Sales to export markets decreased by 34.6% from Ps.327 million in
2008 to Ps.214 million in 2009. During 2009, total lubricants sales decreased by 28%, total asphalt sales increased by 30% and total
derivatives sales decreased by 20%.
In a market characterized by increasing costs, the strategy of differentiation followed by our lubricants and specialties unit
allowed it to maintain its position of leadership in the Argentine market. Our market share as of December 31, 2009 was 36.4%. Lead
domestic automotive manufacturers Ford, Volkswagen, Scania, Seat, Porsche, Subaru, Alfa Romeo and General Motors, exclusively
use and recommend YPF-branded lubricant products.
Since January 2010, every oil company in Argentina is obligated under Argentine law (Law 26,093) to blend all fuels with 5%
of biofuels.
Continuing with our commitment to the environment and the development of alternative fuels, the Bioenergy Program 2007-
2010 completed its second year of activity. This nationwide research and development program is being developed together with a
university and other official entities with the objective of developing alternative crops to be used in the production of biofuels, thereby
also promoting development in regional economies in Argentina. Our main objectives in the biofuel area are to secure our biofuel
needs for the domestic market and to create associations for the production and marketing of biofuels in light of Argentina’s potential
as a biofuels exporter to the European Union and other international markets.
LPG general division
Production
We are one of the largest LPG producers in Argentina, with a yearly production of 534,643 tons in 2009 (not including
production of LPG destined for petrochemical usage).
We also have a 50% interest in Refinor, a jointly-controlled company, which produced 323,945 tons of LPG in 2009.
43
The LPG division obtains LPG from natural gas processing plants and from its refineries and petrochemical plant. It also
purchases LPG from third parties as detailed in the following table:
LPG purchases
LPG from Natural Gas Processing Plants:(1)
General Cerri............................................................................................................................................................................
Filo Morado .............................................................................................................................................................................
El Portón ..................................................................................................................................................................................
San Sebastián ...........................................................................................................................................................................
Total Upstream...............................................................................................................................................................
LPG from Refineries and Petrochemical Plants:
La Plata refinery.......................................................................................................................................................................
Luján de Cuyo refinery ............................................................................................................................................................
Ensenada Petrochemical Plant .................................................................................................................................................
Total Refineries & Petrochemical Plants(2) ...................................................................................................................
LPG purchased from jointly controlled companies:(3)............................................................................................................
LPG purchased from unrelated parties.....................................................................................................................................
Total ...............................................................................................................................................................................
2009
(tons)
19,305
18,671
140,898
18,431
197,305
223,815
96,250
17,273
337,338
102,829
23,999
661,471
(1) The San Sebastian plant is a joint-venture in which we own a 30% interest; El Portón is 100% owned by us; General Cerri
belongs to a third party with which we have a processing agreement. In August 2009, Filo Morado stopped production. The
volume purchased from January to August amounted to 18,671 tons.
(2) This production does not include LPG used as petrochemical feedstock (olefins derivatives, polybutenes and maleic).
(3) Purchased from Refinor.
LPG marketing
We sell LPG to the foreign market, the domestic wholesale market and to distributors that supply the domestic retail market.
The LPG general division does not directly supply the retail market and such market is supplied by Repsol YPF Gas S.A., which is not
a YPF company.
Our LPG sales for the years 2009 and 2008 can be broken down by market as follows:
Domestic market
Retail to related parties under common control ...................................................................................................
Other bottlers/propane network distributors ........................................................................................................
Other wholesales..................................................................................................................................................
2009
Sales
(tons)
2008
257,156
112,252
101,034
246,210
93,116
91,775
Foreign market/exports
Exports.................................................................................................................................................................
Total sales ............................................................................................................................................................
212,053
682,494
248,420
679,521
Total sales of LPG (excluding LPG used as petrochemical feedstock) to all markets (domestic and foreign markets combined)
were Ps.699 million and Ps.967 million in 2009 and 2008, respectively.
Chemicals
In 2009 and 2008, our revenues from chemical sales were Ps.3,037 million and Ps.3,923 million, respectively, and our operating
income of the Chemicals segment was Ps.559 million and Ps.1,178 million, respectively.
In 2009, operating income was 52% lower than in 2008, mainly due to the impact of the international economic crisis which
resulted in a significant decrease in margins and volumes during the first two quarters of the year.
Petrochemicals are produced at our petrochemical complexes in Ensenada and Plaza Huincul, as well as in Bahía Blanca, where
Profertil’s petrochemical complex is located.
44
Our petrochemical production operations in Ensenada are closely integrated with our refining activities (La Plata refinery). This
close integration allows for a flexible supply of feedstock, the efficient use of byproducts (such as hydrogen) and the supply of
aromatics to increase gasoline octane levels.
The main petrochemical products and production capacity per year are as follows:
Ensenada:
Aromatics .......................................................................................................................................................................
BTX (Benzene, Toluene, Mixed Xylenes)............................................................................................................
Paraxylene.............................................................................................................................................................
Orthoxylene ..........................................................................................................................................................
Cyclohexane .........................................................................................................................................................
Solvents.................................................................................................................................................................
Olefins Derivatives.........................................................................................................................................................
MTBE ...................................................................................................................................................................
Butene I.................................................................................................................................................................
Oxoalcohols ..........................................................................................................................................................
TAME ...................................................................................................................................................................
LAB/LAS .......................................................................................................................................................................
LAB ......................................................................................................................................................................
LAS.......................................................................................................................................................................
Polybutenes ....................................................................................................................................................................
PIB ........................................................................................................................................................................
Maleic.............................................................................................................................................................................
Maleic Anhydride .................................................................................................................................................
Capacity
(tons per
year)
244,000
38,000
25,000
95,000
66,100
60,000
25,000
35,000
105,000
52,000
25,000
26,000
17,500
Plaza Huincul:
Methanol ........................................................................................................................................................................
411,000
Bahía Blanca(1):
Ammonia/Urea ...............................................................................................................................................................
933,000
(1) Corresponds to our 50% interest in Profertil.
Natural gas, the raw material for methanol, is supplied by our upstream unit. The use of natural gas as a raw material allows us
to monetize reserves, demonstrating the integration between the petrochemical and the upstream units.
We also use high carbon dioxide-content natural gas in our methanol production, allowing us to keep our methanol plant
working at 50% of its production capacity during the winter period.
The raw materials for petrochemical production in Ensenada, including virgin naphtha, propane, butane and kerosene, are
supplied mainly by the La Plata refinery.
In 2009 and 2008, 27.0% and 26.8%, respectively, of our petrochemicals sales (including propylene) were made in the export
market. Petrochemicals exports are destined to Mercosur countries, Latin America, Europe, and the United States.
We also participate in the fertilizer business directly and through Profertil, our 50%-owned subsidiary.
Profertil is jointly controlled by us and Agrium (a worldwide leader in fertilizers), that produces urea and ammonia and started
operations in 2001.
Our Ensenada petrochemical plant was certified under ISO 9001 in 1996 and recertified in June 2009 (version 2008). The La
Plata petrochemical plant was certified under ISO 14001 in 2001 and recertified (version 2004) in October 2007. The plant was also
certified under OHSAS 18001 in 2005 and recertified in June 2009 (version 2007). For the periods 2008 and 2009, the plant also
certified the inventory of CO2 emissions under ISO 14064:1. The laboratory of our Ensenada petrochemical plant was certified under
ISO 17025 (Version 2005) in 2005 and recertified in 2008.
Our Methanol plant was certified under ISO 9001 (version 2000) in December 2001 (and recertified in June 2009 (version
2008)), under ISO 14001 (Version 2000) in October 2007 and OHSAS 18001 in December 2008.
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During 2009, an investment project was approved to increase our aromatics capacity by 50%. Total investment is estimated to
be Ps. 1,350 million, which would include the installation of a Continuous Catalytic Reforming unit (CCR) at the Ensenada Industrial
Complex. Start up is expected by the second half of 2012. New production is expected to meet the growing demand of high octane
gasoline in the local market, while at the same time the CCR is expected to provide hydrogen to the new Hydrotreater Unit in our La
Plata Refinery.
Research and Development
We have a research and development facility in La Plata, Argentina. YPF pursues an active policy of cooperation with
technology centers and universities in the public and private sector, nationally and internationally. Our budget for such cooperation
arrangements was approximately U.S.$1 million in 2009. Two important research and development (R&D) projects were partly
subsidized by Fontar (the Argentine Technology Fund).
Uncertainty about what will be the dominant technologies in the future, prospective R&D results, business cycles and cost
reduction stresses at low points in the cycle have led YPF to develop a Strategic Technology Plan as part of its business strategy. The
plan covers all parts of the company’s business: exploration and production of hydrocarbons, the natural gas value chain, oil refinery
and its derivatives and petrochemicals, in addition to avenues for future diversification in energy use and production including the use
of biofuels and electric transport.
The R&D projects and activities apply to the entire value chain of the business, including exploration of new deposits of crude
or gas, extraction and conditioning for transportation, transformation and manufacture of products at industrial complexes, and
distribution to the end customer. In 2009, our technology unit allocated approximately U.S.$8.8 million to R&D activities, of which
approximately 10% was allocated to cooperation with technology centers. Our management has decided to increase amounts allocated
to this budget for the next years.
R&D efforts are also focused on the development of enhanced oil recovery technologies, for the increased recovery of oil from
fields in decline. Furthermore, the exploration of hydrocarbons of non-traditional or unconventional sources, in respect of which
worldwide reserves are estimated to be superior to those hitherto exploited, remains one of YPF’s greatest R&D challenges, requiring
the development and application of special technologies.
With respect to the refinery and marketing of petroleum products, we apply our technological knowledge to optimize refinery
operations and improve product quality, with a strong focus on achieving energy efficiency and environmental improvements.
With respect to petrochemicals, technological development activities are mainly directed toward the development of new
products with higher added value, such as special solvents, fertilizers and several agricultural products which use sulphur extracted
from fuels.
YPF works in cooperation with the R&D activities of Repsol YPF, to carry out development programs of mutual interest
including prospects for new opportunities arising out of the long term evolution of the primary technologies used within the energy
sector. These include bioengineering, future combustion engines, electric transport, the use of hydrogen as an energy carrier,
renewable energy and the capture and storage of CO2 . These studies allow us and Repsol YPF to develop new capabilities and plan
our future activities.
Competition
The deregulation and privatization process created a competitive environment in the Argentine oil and gas industry. In our
Exploration and Production business, we encounter competition from major international oil companies and other domestic oil
companies in acquiring exploration permits and production concessions. Our Exploration and Production business may also encounter
competition from oil and gas companies created and owned by certain Argentine provinces, including La Pampa, Neuquén and
Chubut, as well as from ENARSA, the Argentine state-owned energy company, especially in light of the transfer of certain
hydrocarbon properties to ENARSA and the Argentine provinces in 2007. See “—Regulatory Framework and Relationship with the
Argentine Government—Overview” and “—Regulatory Framework and Relationship with the Argentine Government—Law
No. 26,197.” In our Refining and Marketing and Chemicals businesses, we face competition from several major international oil
companies, such as ESSO (a subsidiary of ExxonMobil), Shell and Petrobras, as well as several domestic oil companies. In our export
markets, we compete with numerous oil companies and trading companies in global markets.
We operate in a dynamic market in the Argentine downstream industry and the crude oil and natural gas production industry.
Crude oil and most refined products prices are subject to international supply and demand and Argentine regulations and, accordingly,
may fluctuate for a variety of reasons. Some of the prices in the internal market are controlled by local authorities. See “—Regulatory
Framework and Relationship with the Argentine Government.” Changes in the domestic and international prices of crude oil and
refined products have a direct effect on our results of operations and on our levels of capital expenditures. See “Item 3. Key
Information—Risk Factors— Risks Relating to the Argentine Oil and Gas Business and Our Business—Oil and gas prices could affect
our level of capital expenditures.”
46
Environmental Matters
YPF—Argentine operations
Our operations are subject to a wide range of laws and regulations relating to the general impact of industrial operations on the
environment, including emissions into the air and water, the disposal or remediation of soil or water contaminated with hazardous or
toxic waste, fuel specifications to address air emissions and the effect of the environment on health and safety. We have made and will
continue to make expenditures to comply with these laws and regulations. In Argentina, local, provincial and national authorities are
moving towards more stringent enforcement of applicable laws. In addition, since 1997, Argentina has been implementing regulations
that require our operations to meet stricter environmental standards that are comparable in many respects to those in effect in the
United States and in countries within the European Community. These regulations establish the general framework for environmental
protection requirements, including the establishment of fines and criminal penalties for their violation. We have undertaken measures
to achieve compliance with these standards and are undertaking various abatement and remediation projects, the more significant of
which are discussed below. We cannot predict what environmental legislation or regulation will be enacted in the future or how
existing or future laws will be administered or enforced. Compliance with more stringent laws or regulations, as well as more vigorous
enforcement policies of regulatory agencies, could require additional expenditures in the future by us, including for the installation and
operation of systems and equipment for remedial measures, and could affect our operations generally. In addition, violations of these
laws and regulations may result in the imposition of administrative or criminal fines or penalties and may lead to personal injury
claims or other liabilities.
In 2009, we continued making investments in order to comply with new Argentine fuel specifications that are scheduled to come
into effect gradually through 2016, pursuant to Resolution No. 1283/06 (amended by Resolution No. 478/2009) of the Argentine
Secretariat of Energy (which replaces Resolution No. 398/03) relating to, among other things, the purity of diesel fuels. In addition,
we have completed basic engineering packages and began detailed engineering studies for the construction of diesel fuel oil
desulphuration units at La Plata and Luján de Cuyo refineries and FCC naphtha desulphuration unit in Luján de Cuyo refinery. These
projects have been delayed due to the postponement of the implementation of the fuel specification regulations, but must be completed
by July 2012. Construction strategies oriented to meet the July 2012 deadline have been adopted by us. In La Plata refinery, an FCC
Naphtha Hydrotreater unit to reduce sulphur in gasoline was completed in 2007 and began operating in 2008.
The basic engineering packages and detailed engineering studies for projects related to biofuels, such as the addition of
bioethanol to gasoline and Fatty Acid Methyl Esters (FAME) to diesel, were developed during 2008. In 2009, bioethanol facilities at
several terminals were installed and operational by the end of the same year. Also in 2009, investments were made in projects in La
Plata, Luján de Cuyo and Plaza Huincul refineries to enable the addition of FAME to diesel, and all of them were operational by the
beginning of 2010. These projects will enable YPF to comply with governmental requirements and to enter into the renewable energy
sources market.
In 2009, we approved a plan to comply with the above-mentioned motor fuels quality environmental specifications. This plan
contemplates investments of approximately U.S.$710 million between 2010 and 2012.
At each of our refineries, we are performing, on our own initiative, remedial investigations and feasibility studies and pollution
abatement projects, which are designed to address liquid effluent discharges and air emissions. In addition, we have implemented an
environmental management system to assist our efforts to collect and analyze environmental data in our upstream and downstream
operations.
Also, as part of our commitment to satisfying domestic demand for fuels and meeting high environmental standards, we have
initiated the construction of a Plant Continuous Catalytic Reformer (CCR) which will imply an investment of approximately U.S.$348
million. The above plant will use the latest technology available worldwide to perform chemical processes which will involve
improvements in productivity, safety and environmental standards. We estimate that the project will require approximately 3 years.
The production system will produce about 200,000 additional tons of aromatics that can be used as octane enhancers for gasoline and
automotive applications. Additionally, it will increase the hydrogen production in approximately 15,000 tons which will feed the fuel
hydrogenation processes for increasing the fuel quality and reduce the sulfur content, further reducing the environmental impact of
internal combustion engines.
In addition to the projects related to the new fuel specification standards mentioned above, we have begun to implement a broad
range of environmental projects in the domestic Exploration and Production and Refining and Marketing and Chemicals segments.
Capital expenditures associated with domestic Exploration and Production environmental projects during 2009 were
approximately U.S.$89.3 million and included expenditures relating to Health, Safety and Environment management systems, waste
management, energy efficiency, biodiversity plans, remediation of well sites, tank batteries’ integrity and remediation of oil spills in
the gathering systems of fields. Expenditures will also be made to improve technical assistance and training, and to establish
environmental contamination remediation plans, air emissions monitoring plans and ground water investigation and monitoring
programs.
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We and several other industrial companies operating in the La Plata area have entered into a community emergency response
agreement with three municipalities and local hospitals, firefighters and other health and safety service providers to implement an
emergency response program. This program is intended to prevent damages and losses resulting from accidents and emergencies,
including environmental emergencies. Similar projects and agreements were developed at other refineries refineries and harbor
terminals as well.
In 1991, we entered into an agreement (Convenio de Cooperación Interempresarial, or “CCI”) with certain other oil and gas
companies to implement a plan to reduce and assess environmental damage resulting from oil spills in Argentine surface waters to
reduce the environmental impact of potential oil spills offshore. This agreement involves consultation on technological matters and
mutual assistance in the event of any oil spills in rivers or at sea due to accidents involving tankers or offshore exploration and
production facilities.
Regarding climate change, as a part of Repsol YPF, YPF has actively contributed to Repsol YPF’s climate change strategies
since 2002. Within Repsol YPF’s efforts on climate change, YPF is working on the following:
• actively promoting the identification and pursuit of opportunities to reduce greenhouse gas emissions within our
operations;
• intensifying the execution of internal projects for generating credits under the relevant clean development mechanisms
through the efficient use of resources, contributing to the transfer of technology and to the sustainable development of
Argentina;
• collaborating with competent authorities, in particular the Argentine Clean Development Mechanism Office
(“OAMDL”);
• in July 2007, the United Nations Clean Development Mechanism Executive Board approved the methodology
proposed by YPF for the recovery of waste gases from refinery flares, based on a project that is being developed at La
Plata Industrial Complex. With its approval, the AM0055 “Baseline and Monitoring Methodology for the recovery and
utilization of waste gas in refinery facilities” may serve as a reference for other companies in the sector. We have also
requested the registration of this project with the United Nations, and an approval is expected during 2010;
• verifying the CO2 inventory of the Ensenada Industrial Complex under the ISO 14064 standard. The inventory was
successfully verified in 2008 and verification of 2009 emissions is expected to be completed during 2010;
• we are seeking OAMDL’s approval for a project of flare gas recovery and utilization at Luján de Cuyo refinery; the
validation process has already started and the project is expected to be registered during the first half of 2010;
• verification of emissions reductions in our refining operations according to the ISO 14064 standard.
Our estimated capital expenditures and future investments are based on currently available information and on current laws, and
new information or future changes in laws or technology could cause a revision of such estimates. In addition, while we do not expect
environmental expenditures to have a significant impact on our future results of operations, changes in management’s business plans
or in Argentine laws and regulations may cause expenditures to become material to our financial position, and may affect results of
operations in any given year.
YPF Holdings—Operations in the United States
Laws and regulations relating to health and environmental quality in the United States affect YPF Holdings’ operations in the
United States. See “—Regulatory Framework and Relationship with the Argentine Government—U.S. Environmental Regulations.”
In connection with the sale of Diamond Shamrock Chemicals Company (“Chemicals”) to a subsidiary of Occidental Petroleum
Corporation (“Occidental”) in 1986, Maxus Energy Corporation (“Maxus”) agreed to indemnify Chemicals and Occidental from and
against certain liabilities relating to the business and activities of Chemicals prior to the September 4, 1986 closing date (the “Closing
Date”), including certain environmental liabilities relating to certain chemical plants and waste disposal sites used by Chemicals prior
to the Closing Date.
In addition, under the agreement pursuant to which Maxus sold Chemicals to Occidental, Maxus is obligated to indemnify
Chemicals and Occidental for certain environmental costs incurred on projects involving remedial activities relating to chemical plant
sites or other property used to conduct Chemicals’ business as of the Closing Date and for any period of time following the Closing
Date which relate to, result from or arise out of conditions, events or circumstances discovered by Chemicals and as to which
Chemicals provided written notice prior to September 4, 1996, irrespective of when Chemicals incurs and gives notice of such costs.
Tierra Solutions Inc. (“Tierra”) was formed to deal with the results of the alleged obligations of Maxus, as described above,
resulting from actions or facts that occurred primarily between the 1940s and 1970s while Chemicals was controlled by other
companies.
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See “Item 8. Financial Information—Legal Proceedings—YPF Holdings” below for a description of environmental matters in
connection with YPF Holdings.
Property, Plant and Equipment
Most of our property, consisting of interests in crude oil and natural gas reserves, refineries, storage, manufacturing and
transportation facilities and service stations, is located in Argentina. We also own property in the United States. See “—Exploration
and Production—Principal properties.”
There are several classes of property which we do not own in fee. Our petroleum exploration and production rights are in
general based on sovereign grants of concession. Upon the expiration of the concession, our exploration and production assets
associated with the particular property subject to the relevant concession revert to the government. In addition, as of December 31,
2009, we leased 89 service stations to third parties and also had activities with service stations that are owned by third parties and
operated by them under a supply contract with us for the distribution of our products.
Regulatory Framework and Relationship with the Argentine Government
Overview
The Argentine oil and gas industry has been and continues to be subject to certain policies and regulations that have resulted in
domestic prices that are, in some cases, substantially lower than prevailing international market prices, export restrictions, domestic
supply requirements that oblige us from time to time to divert supplies from the export or industrial markets in order to meet domestic
consumer demand, and increasingly heavy export duties on the volumes of hydrocarbons allowed to be exported. These governmental
pricing limitations, export controls and tax policies have been implemented in an effort to satisfy increasing domestic market demand
at prices below international market prices.
The Argentine oil and gas industry is regulated by Law No. 17,319, referred to as the “Hydrocarbons Law,” which was adopted
in 1967 and amended by Law No. 26,197 in 2007, which established the general legal framework for the exploration and production
of oil and gas, and Law No. 24,076, referred to as the “Natural Gas Law,” enacted in 1992, which established the basis for
deregulation of natural gas transportation and distribution industries.
The executive branch of the Argentine government issues the regulations to complement these laws. The regulatory framework
of the Hydrocarbons Law was established on the assumption that the reservoirs of hydrocarbons would be national properties and
Yacimientos Petrolíferos Fiscales Sociedad del Estado, our predecessor, would lead the oil and gas industry and operate under a
different framework than private companies. In 1992, Law No. 24,145, referred to as the “Privatization Law,” privatized YPF and
provided for transfer of hydrocarbon reservoirs from the Argentine government to the provinces, subject to the existing rights of the
holders of exploration permits and production concessions.
The Privatization Law granted us 24 exploration permits covering approximately 132,735 square kilometers and 50 production
concessions covering approximately 32,560 square kilometers. The Hydrocarbons Law limits to five the number of concessions that
may be held by any one entity, and also limits the total area of exploration permits that may be granted to a single entity. Based on our
interpretation of the law, we were exempted from such limit with regard to the exploration permits and production concessions
awarded to us by the Privatization Law. Nevertheless, the National Department of Economy of Hydrocarbons (Dirección Nacional de
Economía de los Hidrocarburos), applying a restrictive interpretation of Section 25 and 34 of the Hydrocarbons Law, has objected to
the award of new exploration permits and production concessions in which we have a 100% interest. As a result, our ability to acquire
100% of new exploration permits and/or production concessions has been hindered, although this interpretation has not impeded our
ability to acquire any permits or concessions where an interest is also granted to other parties. As a consequence of the transfer of
ownership of certain hydrocarbons areas to the provinces, we participate in competitive bidding rounds organized since the year 2000
by several provincial governments for the award of contracts for the exploration of hydrocarbons.
In October 2004, the Argentine Congress enacted Law No. 25,943 creating a new state-owned energy company, Energía
Argentina S.A. (“ENARSA”). The corporate purpose of ENARSA is the exploration and exploitation of solid, liquid and gaseous
hydrocarbons, the transport, storage, distribution, commercialization and industrialization of these products, as well as the
transportation and distribution of natural gas, and the generation, transportation, distribution and sale of electricity. Moreover, Law
No. 25,943 granted to ENARSA all exploration concessions in respect to offshore areas located beyond 12 nautical miles from the
coast line up to the outer boundary of the continental shelf that were vacant at the time of the effectiveness of this law (i.e.,
November 3, 2004).
In addition, in October 2006, Law No. 26,154 created a regime of tax incentives aimed at encouraging hydrocarbon exploration
and which apply to new exploration permits awarded in respect of the offshore areas granted to ENARSA and those over which no
rights have been granted to third parties under the Hydrocarbons Law, provided the provinces in which the hydrocarbon reservoirs are
located adhere to this regime. Association with ENARSA is a precondition to qualifying for the benefits provided by the regime
created by Law No. 26,154. The benefits include: early reimbursement of the value added tax for investments made and expenses
49
incurred during the exploration period and for investments made within the production period; accelerated amortization of investments
made in the exploration period and the accelerated recognition of expenses in connection with production over a period of three years
rather than over the duration of production; and exemptions to the payment of import duties for capital assets not manufactured within
Argentina. As of the date of this annual report, we have not used the tax incentives previously mentioned.
Ownership of hydrocarbons reserves was transferred to the provinces through the enactment of the following legal provisions
that effectively amended the Hydrocarbons Law:
• In 1992, the Privatization Law approved the transfer of the ownership of hydrocarbons reserves to the provinces where they
are located. However, this law provided that the transfer was conditioned on the enactment of a law amending the
Hydrocarbons Law to contemplate the privatization of Yacimientos Petrolíferos Fiscales Sociedad del Estado.
• In October 1994, the Argentine National Constitution was amended and pursuant to Article 124 thereof, provinces were
granted the primary control of natural resources within their territories.
• In August 2003, Executive Decree No. 546/03 transferred to the provinces the right to grant exploration permits,
hydrocarbons exploitation and transportation concessions in certain locations designated as “transfer areas,” as well as in
other areas designated by the competent provincial authorities.
• In January 2007, Law No. 26,197 acknowledged the provinces’ ownership of the hydrocarbon reservoirs in accordance with
Article 124 of the National Constitution (including reservoirs to which concessions were granted prior to 1994) and granted
provinces the right to administer such reservoirs.
Law No. 26,197
Law No. 26,197, which amended the Hydrocarbons Law, transferred to the provinces and the City of Buenos Aires the
ownership over all hydrocarbon reservoirs located within their territories and in the adjacent seas up to 12 nautical miles from the
coast. Law No. 26,197 also provides that the hydrocarbon reservoirs located beyond 12 nautical miles from the coast to the outer limit
of the continental shelf shall remain within the ownership of the federal government.
Pursuant to Law No. 26,197, the Argentine Congress shall continue to enact laws and regulations to develop oil and gas
resources existing within all of the Argentine territory (including its sea), but the governments of the provinces where the hydrocarbon
reservoirs are located shall be responsible for the enforcement of these laws and regulations, the administration of the hydrocarbon
fields and shall act as granting authorities for the exploration permits and production concessions. However, the administrative powers
granted to the provinces shall be exercised within the framework of the Hydrocarbons Law and the regulations which complement this
law.
Consequently, even though Law No. 26,197 established that the provinces shall be responsible for administering the
hydrocarbon fields, the Argentine Congress retained its power to issue rules and regulations regarding the oil and gas legal framework.
Additionally, the Argentine government retained the power to determine the national energy policy.
It is expressly stated that the transfer will not affect the rights and obligations of exploration permit and production concession
holders, or the basis for the calculation of royalties, which shall be calculated in accordance with the concession title and paid to the
province where the reservoirs are located.
Law No. 26,197 provides that the Argentine government shall retain the authority to grant transportation concessions for:
(i) transportation concessions located within two or more provinces territory and (ii) transportation concessions directly connected to
export pipelines for export purposes. Consequently, transportation concessions which are located within the territory of only one
province and which are not connected to export facilities shall be transferred to the provinces.
Finally, Law No. 26,197 grants the following powers to the provinces: (i) the exercise in a complete and independent manner of
all activities related to the supervision and control of the exploration permits and production concessions transferred by Law
No. 26,197; (ii) the enforcement of all applicable legal and/or contractual obligations regarding investments, rational production and
information and surface fee and royalties payment; (iii) the extension of legal and/or contractual terms; (iv) the application of
sanctions provided in the Hydrocarbons Law; and (v) all the other faculties related to the granting power of the Hydrocarbons Law.
Public Emergency
On January 6, 2002, the Argentine Congress enacted Law No. 25,561, the Public Emergency and Foreign Exchange System
Reform Law (“Public Emergency Law”), which represented a profound change of the economic model effective as of that date, and
rescinded the Convertibility Law No. 23,928, which had been in effect since 1991 and had pegged the peso to the dollar on a one-to-
one basis. In addition, the Public Emergency Law granted the executive branch of the Argentine government authority to enact all
necessary regulations in order to overcome the economic crisis in which Argentina was then immersed.
50
After the enactment of the Public Emergency Law, several other laws and regulations have been enacted. The following are the
most significant measures enacted to date in Argentina to overcome the economic crisis:
• Conversion into pesos of (i) all funds deposited in financial institutions at an exchange rate of Ps.1.40 for each U.S.$1.00 and
(ii) all obligations (e.g., loans) with financial institutions denominated in foreign currency and governed by Argentine law at
an exchange rate of Ps.1.00 for each U.S.$1.00. The deposits and obligations converted into pesos would be thereafter
adjusted by a reference stabilization index, the Coeficiente de Estabilidad de Referencia (“CER”), to be published by the
Argentine Central Bank. Obligations governed by non-Argentine law have not been converted to pesos under the new laws.
Substantially all of our dollar-denominated debt is governed by non-Argentine law.
• Conversion into pesos at an exchange rate of Ps.1.00 for each U.S.$1.00 of all obligations outstanding among private parties
at January 6, 2002 that are governed by Argentine law and payable in foreign currency. The obligations so converted into
pesos would be adjusted through the CER index, as explained above. In the case of non-financial obligations, if as a result of
the mandatory conversion into pesos the resulting intrinsic value of goods or services that are the object of the obligation are
higher or lower than their price expressed in pesos, either party may request an equitable adjustment of the price. If they
cannot agree on such equitable price adjustment, either party may resort to the courts. Executive Decree No. 689/02
established an exception to the Public Emergency Law and regulations and provides that the prices of long-term natural gas
sale and transportation agreements executed before the enactment of the Decree and denominated in U.S. dollars will not be
converted into pesos (Ps.1.00 for each U.S.$1.00) when the natural gas is exported.
• Conversion into pesos at an exchange rate of Ps.1.00 for each U.S.$1.00 of all tariffs of public services, the elimination of the
adjustment of tariffs by foreign indexes such as the Purchaser Price Index (PPI)/Consumer Price Index (CPI) index, and the
imposition of a period of renegotiation with the governmental authorities thereafter.
• Imposition of customs duties on the export of hydrocarbons with instructions to the executive branch of the Argentine
government to set the applicable rate thereof. See also “—Taxation” below.
Exploration and Production
The Hydrocarbons Law establishes the basic legal framework for the regulation of oil and gas exploration and production in
Argentina. The Hydrocarbons Law empowers the executive branch of the Argentine government to establish a national policy for
development of Argentina’s hydrocarbon reserves, with the principal purpose of satisfying domestic demand.
Pursuant to the Hydrocarbons Law, exploration and production of oil and gas is carried out through exploration permits,
production concessions, exploitation contracts or partnership agreements. The Hydrocarbons Law also permits surface reconnaissance
of territory not covered by exploration permits or production concessions upon authorization of the Argentine Secretariat of Energy
and/or competent provincial authorities, as established by Law No. 26,197, and with permission of the private property owner.
Information obtained as a result of surface reconnaissance must be provided to the Argentine Secretariat of Energy and/or competent
provincial authorities, which may not disclose this information for two years without permission of the party who conducted the
reconnaissance, except in connection with the grant of exploration permits or production concessions.
Under the Hydrocarbons Law, the federal and/or competent provincial authorities may grant exploration permits after
submission of competitive bids. Permits granted to third parties in connection with the deregulation and demonopolization process
were granted in accordance with procedures specified in Executive Decrees No. 1055/89, 1212/89 and 1589/89 (the “Oil Deregulation
Decrees”), and permits covering areas in which our predecessor company, Yacimientos Petrolíferos Fiscales S.A., was operating at the
date of the Privatization Law and that were granted to us by such law. In 1991, the executive branch of the Argentine government
established a program under the Hydrocarbons Law (known as Plan Argentina) pursuant to which exploration permits were auctioned.
The holder of an exploration permit has the exclusive right to perform the operations necessary or appropriate for the exploration of
oil and gas within the area specified by the permit. Each exploration permit may cover only unproved areas not to exceed 10,000
square kilometers (15,000 square kilometers offshore), and may have a term of up to 14 years (17 years for offshore exploration). The
14-year term is divided into three basic terms and one extension term. The first basic term is up to four years, the second basic term is
up to three years, the third basic term is up to two years and the extension term is up to five years. At the expiration of each of the first
two basic terms, the acreage covered by the permit is reduced, at a minimum, to 50% of the remaining acreage covered by the permit,
with the permit holder deciding which portion of the acreage to keep. At the expiration of the three basic terms, the permit holder is
required to revert all of the remaining acreage to the Argentine government, unless the holder requests an extension term, in which
case such grant is limited to 50% of the remaining acreage.
If the holder of an exploration permit discovers commercially exploitable quantities of oil or gas, the holder has the right to
obtain an exclusive concession for the production and development of this oil and gas. The Hydrocarbons Law provides that oil and
gas production concessions shall remain in effect for 25 years as from the date of the award of the production concession, in addition
to any remaining exploration term at the date of such award. The Hydrocarbons Law further provides for the concession term to be
extended for up to 10 additional years, subject to terms and conditions approved by the grantor at the time of the extension. Under
Law No. 26,197, the authority to extend the terms of current and new permits and concessions and has been vested in the governments
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of the provinces in which the relevant block is located (and the Argentine government in respect of offshore blocks beyond 12 nautical
miles). In order to be entitled to the extension, a concessionaire, such as us, must have complied with all of its obligations under the
Hydrocarbons Law, including, without limitation, evidence of payment of taxes and royalties and compliance with environmental,
investment and development obligations. Upon the expiration of the 10-year extension period of the current concessions, the provinces
are entitled to award new concessions or contracts in respect of the relevant blocks.
A production concession also confers on the holder the right to conduct all activities necessary or appropriate for the production
of oil and gas, provided that such activities do not interfere with the activities of other holders of exploration permits and production
concessions. A production concession entitles the holder to obtain a transportation concession for the oil and gas produced. See “—
Transportation of Liquid Hydrocarbons” below.
Exploration permits and production concessions require holders to carry out all necessary work to find or extract hydrocarbons,
using appropriate techniques, and to make specified investments. In addition, holders are required to:
• avoid damage to oil fields and waste of hydrocarbons;
• adopt adequate measures to avoid accidents and damage to agricultural activities, fishing industry, communications networks
and the water table; and
• comply with all applicable federal, provincial and municipal laws and regulations.
According to the Hydrocarbons Law, holders of production concessions, including us, are also required to pay royalties to the
province where production occurs. A 12% royalty, and an additional 3% royalty in certain concessions for which the expiration has
been extended (see “—Extension of Exploitation Concessions in the province of Neuquén” below), is payable on the value at the
wellhead (equal to the price upon delivery of the product, less transportation, treatment costs and other deductions) of crude oil
production and the natural gas volumes commercialized. The value is calculated based upon the volume and the sale price of the crude
oil and gas produced, less the costs of transportation and storage. In addition, pursuant to Resolution S.E. 435/2004 issued by the
Argentine Secretariat of Energy, if a concession holder allots crude oil production for further industrialization processes at its plants,
the concession holder is required to agree with the provincial authorities or the Argentine Secretariat of Energy, as applicable, on the
reference price to be used for purposes of calculating royalties.
Considering, among other things, that as a result of Resolution 394/2007 of the Ministry of Economy and Production, which
increased duties on exports of certain hydrocarbons, Argentine companies began to negotiate the price for crude oil in the domestic
market, which would in turn be used as the basis for calculation of royalties, the Undersecretariat of Fuels, which depends on the
Argentine Secretariat of Energy, passed Disposition No. 1, which sets a minimum reference price for the calculation of royalties and
does not permit downward adjustments of this price based upon the quality of crude oil. As of the date of this annual report, we have
negotiated with certain third parties sale prices of crude oil that we have used as the basis for calculating and paying royalties
according to the methodology set forth in the Hydrocarbons Law.
In addition to the above, the Public Emergency Law, which created the export withholdings, established that export
withholdings were not to be deducted from the export price for purposes of calculating the 12% royalties. The royalty expense
incurred in Argentina is accounted for as a production cost (as explained in “—Exploration and Production—Oil and gas production,
production prices and production costs”). According to the Hydrocarbons Law, any oil and gas produced by the holder of an
exploration permit prior to the grant of a production concession is subject to the payment of a 15% royalty.
Furthermore, pursuant to Sections 57 and 58 of the Hydrocarbons Law, holders of exploration permits and production
concessions must pay an annual surface fee that is based on acreage of each block and which varies depending on the phase of the
operation, i.e., exploration or production, and in the case of the former, depending on the relevant period of the exploration permit.
Additionally, Executive Decree No. 1,454/07, dated October 17, 2007, increased the amount of exploration and production surface
fees expressed in Argentine pesos that are payable to the provinces in which the hydrocarbon fields are located or, in the case of
offshore and certain other fields, to the Argentine government.
Exploration permits and production or transportation concessions may be terminated upon any of the following events:
• failure to pay annual surface taxes within three months of the due date;
• failure to pay royalties within three months of the due date;
• substantial and unjustifiable failure to comply with specified production, conservation, investment, work or other obligations;
• repeated failure to provide information to, or facilitate inspection by, authorities or to utilize adequate technology in
operations;
• in the case of exploration permits, failure to apply for a production concession within 30 days of determining the existence of
commercially exploitable quantities of hydrocarbons;
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• bankruptcy of the permit or concession holder;
• death or end of legal existence of the permit or concession holder; or
• failure to transport hydrocarbons for third parties on a non-discriminatory basis or repeated violation of the authorized tariffs
for such transportation.
The Hydrocarbons Law further provides that a cure period, of a duration to be determined by the Argentine Secretariat of
Energy and/or the competent provincial authorities, must be provided to the defaulting concessionaire prior to the termination.
When a production concession expires or terminates, all oil and gas wells, operating and maintenance equipment and facilities
automatically revert to the province where the reservoir is located or to the Argentine government in the case of reservoirs under
federal jurisdiction (i.e., located on the continental shelf or beyond 12 nautical miles offshore), without compensation to the holder of
the concession.
Certain of our production concessions expire in 2017. The granting of an extension is an unregulated process and normally
involves lengthy negotiations between the applicant and the relevant government. Although the Hydrocarbons Law provides that
applications must be submitted at least six months prior to the concession expiration date, it is industry practice to commence the
process far earlier, typically as soon as the technical and economic feasibility of new investment projects beyond the concession term
become apparent.
On March 16, 2006, the Argentine Secretariat of Energy issued Resolution S.E. No. 324/06 establishing that holders of
exploration permits and hydrocarbon concessions must file with such agency details of their proved reserves existing in each of their
areas, certified by an external reserves auditor, each year. Holders of hydrocarbon concessions that export hydrocarbons are obliged to
certify their oil and gas proved reserves. The aforementioned certification only has the meaning established by Resolution S.E.
No. 324/06, according to which it is not to be interpreted as a certification of oil and gas reserves under the SEC rules. See “—
Exploration and Production—Oil and Gas Reserves.”
In March 2007, the Argentine Secretariat of Energy issued Resolution No 407/2007 which approved new regulations concerning
the Oil and Gas Exploration and Production Companies Registry. According to Resolution No 407/2007, YPF, as a holder of
Production Concessions and Exploration Permits, is banned from hiring or in any way benefiting from any company or entity which is
developing or has developed oil and gas exploration activities within the Argentine continental platform without an authorization from
the relevant Argentine authorities.
Extension of Exploitation Concessions in the province of Neuquén
In addition to the extension in 2002 of the expiration date of the exploitation concession of Loma La Lata field until 2027,
during the years 2008 and 2009, YPF entered into a number of agreements with the province of Neuquén, pursuant to which the
exploitation concession terms of several areas located within the province were extended for a 10-year term, which now expire
between 2026 and 2027. As a condition to the extension of the concession terms, YPF has undertaken to do the following under the
relevant agreements: (i) to make initial payments to the province of Neuquén in an aggregate amount of approximately U.S.$204
million; (ii) to pay the province of Neuquén an “Extraordinary Production Royalty” of 3% of the production of the areas affected by
this extension (in addition, the parties agreed to make additional adjustments of up to an additional 3% in the event of extraordinary
income, as defined in each agreement); (iii) to carry out exploration activities in the remaining exploration areas and make certain
investments and expenditures until the expiration of the concessions in an aggregate amount of approximately U.S.$3,512 million, and
(iv) to make “Corporate Social Responsibility” contributions to the province of Neuquén in an aggregate amount of approximately
U.S.$23 million.
Security Zones Legislation
Argentine law restricts the ability of non-Argentine companies to own real estate, oil concessions or mineral rights located
within, or with respect to areas defined as, security zones (principally border areas). Prior approval of the Argentine government is
required:
• for non-Argentine shareholders to acquire control of us; or
• if and when the majority of our shares belong to non-Argentine shareholders, such as is currently the case, for any additional
acquisition of real estate, mineral rights, oil or other Argentine government concessions located within, or with respect to,
security zones.
Because approval of Class A shareholders is required for a change in our control under our by-laws, and approval of the
executive branch of the Argentine government or provincial governments is required for the grant or transfer of hydrocarbon permits
and concessions, we believe that possible additional requirements under the security zone legislation will not have a significant impact
on our operations.
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Natural Gas Transportation and Distribution
In June 1992, the Natural Gas Law was passed, providing for the privatization of Gas del Estado Sociedad del Estado (“Gas del
Estado”) and the deregulation of the price of natural gas. To effect the privatization of Gas del Estado, the five main trunk lines of the
gas transmission system were divided into two systems principally on a geographical basis (the northern and the southern trunk
pipeline systems). This was designed to give both systems access to gas sources and to the main centers of demand in and around
Buenos Aires. These systems were transferred into two new transportation companies. The Gas del Estado distribution system was
divided into eight regional distribution companies, including two distribution companies serving the greater Buenos Aires area. Shares
of each of the transportation and distribution companies were sold to consortiums of private bidders. Likewise, in 1997, a distribution
license for the provinces of Chaco, Formosa, Entre Ríos, Corrientes and Misiones was granted to private bidders.
The regulatory structure for the natural gas industry creates an open-access system, under which gas producers, such as us, will
have open access to future available capacity on transmission and distribution systems on a non-discriminatory basis.
Cross-border gas pipelines were built to interconnect Argentina, Chile, Brazil and Uruguay, and producers such as us have been
exporting natural gas to the Chilean and Brazilian markets, to the extent permitted by the Argentine government. During the last
several years the Argentine authorities have adopted a number of measures restricting exports of natural gas from Argentina, including
issuing domestic supply instruction pursuant to Regulation No. 27/04 and Resolutions Nos. 265/04, 659/04 and 752/05 (which require
exporters to supply natural gas to the Argentine domestic market), issuing express instructions to suspend exports, suspending
processing of natural gas and adopting restrictions on natural gas exports imposed through transportation companies and/or emergency
committees created to address crisis situations. See “—Market Regulation—Natural gas export restrictions and domestic supply
priorities.”
Transportation of Liquid Hydrocarbons
The Hydrocarbons Law permits the executive branch of the Argentine government to award 35-year concessions for the
transportation of oil, gas and petroleum products following submission of competitive bids. Pursuant to Law No. 26,197, the relevant
provincial governments have the same powers. Holders of production concessions are entitled to receive a transportation concession
for the oil, gas and petroleum products that they produce. The term of a transportation concession may be extended for an additional
ten-year term upon application to the executive branch. The holder of a transportation concession has the right to:
• transport oil, gas and petroleum products; and
• construct and operate oil, gas and products pipelines, storage facilities, pump stations, compressor plants, roads, railways and
other facilities and equipment necessary for the efficient operation of a pipeline system.
The holder of a transportation concession is obligated to transport hydrocarbons for third parties on a non-discriminatory basis
for a fee. This obligation, however, applies to producers of oil or gas only to the extent that the concession holder has surplus capacity
available and is expressly subordinated to the transportation requirements of the holder of the concession. Transportation tariffs are
subject to approval by the Argentine Secretariat of Energy for oil and petroleum pipelines and by the National Gas Regulatory
Authority (Ente Nacional Regulador del Gas or “ENARGAS”) for gas pipelines. Upon expiration of a transportation concession, the
pipelines and related facilities automatically revert to the Argentine government without payment to the holder. The Privatization Law
granted us a 35-year transportation concession with respect to the pipelines operated by Yacimientos Petrolíferos Fiscales S.A. at the
time. Gas pipelines and distribution systems sold in connection with the privatization of Gas del Estado are subject to a different
regime under the Natural Gas Law.
Additionally, pursuant to Law No. 26,197, all transportation concessions located entirely within a province’s jurisdiction and not
directly connected to any export pipeline are to be transferred to such province. The executive branch retains the power to regulate and
enforce all transportation concessions located within two or more provinces and all transportation concessions directly connected to
export pipelines.
Refining
Crude oil refining activities conducted by oil producers or others are subject to the prior registration of oil companies in the
registry maintained by the Argentine Secretariat of Energy and compliance with safety and environmental regulations, as well as to
provincial environmental legislation and municipal health and safety inspections.
In January 2008, the Argentine Secretariat of Domestic Commerce issued Resolution No. 14/2008, whereby the refining
companies were instructed to optimize their production in order to obtain maximum volumes according to their capacity.
Executive Decree No. 2014/2008 of November 25, 2008, created the “Refining Plus” program to encourage the production of
diesel fuel and gasoline. The Argentine Secretariat of Energy, by Resolution S.E. No. 1312/2008 of December 1, 2008, approved the
regulations of the program. Refining companies that undertake the construction of a new refinery or the expansion of their refining
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and/or conversion capacity, whose plans are approved by the Argentine Secretariat of Energy, will be entitled to receive export duty
credits to be applied to exports of products within the scope of Resolution No. 394/2007 and Resolution No. 127/2008 (Annex) issued
by the Department of Economy and Production.
Market Regulation
Overview
Under the Hydrocarbons Law and the Oil Deregulation Decrees, holders of production concessions, such as us, have the right to
produce and own the oil and gas they extract and are allowed to dispose of such production in the domestic or export markets, in each
case subject to the conditions described below.
The Hydrocarbons Law authorizes the executive branch of the Argentine government to regulate the Argentine oil and gas
markets and prohibits the export of crude oil during any period in which the executive branch finds domestic production to be
insufficient to satisfy domestic demand. If the executive branch restricts the export of crude oil and petroleum products or the free
disposition of natural gas, the Oil Deregulation Decrees provide that producers, refiners and exporters shall receive a price:
• in the case of crude oil and petroleum products, not lower than that of imported crude oil and petroleum products of similar
quality; and
• in the case of natural gas, not less than 35% of the international price per cubic meter of Arabian light oil, 34° API.
Furthermore, the Oil Deregulation Decrees expressly required the executive branch to give twelve months’ notice of any future
export restrictions. Notwithstanding the above provisions, certain subsequently-enacted Resolutions (Resolution S.E. 1679/04,
Resolution S.E. 532/04 and Resolution of the Ministry of Economy and Production 394/2007) have modified the aforementioned price
mechanism, resulting, in certain cases, in prices to producers below the levels described above.
Production of crude oil and reserves
Executive Decree No. 2014/2008 of November 25, 2008, created the “Petroleum Plus” program to encourage the production of
crude oil and the increase of reserves through new investments in exploration and development. The Argentine Secretariat of Energy,
by Resolution S.E. No. 1312/2008 of December 1, 2008, approved the regulations of the program. The program entitles production
companies, whose plans are approved by the Argentine Secretariat of Energy, which increase their production and reserves within the
scope of the program, to receive export duty credits to be applied to exports of products within the scope of Resolution No. 394/2007
and Resolution No. 127/2008 (Annex) issued by the Department of Economy and Production.
Refined products
In April 2002, the Argentine government and the main oil companies, including us, reached an agreement on a subsidy provided
by the Argentine government to public bus transportation companies. The Agreement on Stability of Supply of Diesel Fuel (Convenio
de Estabilidad de Suministro de Gas Oil) was approved by Executive Decree No. 652/02 and assured the transportation companies
their necessary supply of diesel fuel at a fixed price of Ps.0.75 per liter from April 22, 2002 to July 31, 2002. Additionally, it
established that the oil companies are to be compensated for the difference between the fixed price and the market price through
export duty credits. Through new price-stabilization agreements, the price paid by urban and suburban transporters was revised, the
current price being Ps.0.80 per liter. In March 2009, Executive Decree No. 1390/2009 empowered the Chief of Cabinet to sign annual
agreements extending the diesel fuel subsidy to transportation companies for the fiscal year 2009 and until the end of the public
emergency declared by the Public Emergency Law, and its amendments, and instructed such official to incorporate the necessary
modifications in order to extend the possibility to compensate with export duty credits on all hydrocarbon products currently exported,
and in defect thereof, in cash. As of the date of this annual report, the annual agreement for the fiscal year 2009 is pending signature.
The Argentine Secretariat of Energy has issued a series of resolutions affecting the fuel market. For example, Resolution S.E.
No. 1,102/04 created the Registry of Liquid Fuels Supply Points, Self Consumption, Storage, Distributors and Bulk Sellers of Fuels
and Hydrocarbons, and of Compressed Natural Gas; Resolution S.E. No. 1,104/04 created a bulk sales price information module as an
integral part of the federal fuel information system, as well as a mechanism for communication of volumes sold by fuel manufacturers
and by sellers; Resolution S.E. No. 1,834/05 compels service stations and/or supply point operators and/or self consumption of liquid
fuels and hydrocarbons who have requested supply, and have not been supplied, to communicate such situation to the Argentine
Secretariat of Energy; and Resolution S.E. No. 1,879/05 established that refining companies registered by the Argentine Secretariat of
Energy, who are parties to contracts that create any degree of exclusivity between the refining company and the fuel seller, shall
assure continuous, reliable, regular and non-discriminatory supply to its counterparties, giving the right to the seller to obtain the
product from a different source, and thereupon, charging any applicable overcosts to the refining company.
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Disposition S.S.C. No. 157/06 of the Undersecretariat of Fuels provides that fuel sellers who are parties to contracts that create
any degree of exclusivity between the refining company and the fuel seller, and which for any reason are seeking to terminate such
contract, shall report the termination in advance with the Undersecretariat of Fuels in order to inform the Argentine Secretariat of
Domestic Commerce of the situation. In that case, the Argentine Secretariat of Domestic Commerce is to: (i) issue a statement
regarding the validity of the termination of the contract and (ii) use all necessary means to allow the fuel seller terminating the contract
to execute another agreement with a refining company and/or fuel broker in order to guarantee its fuel supply.
Resolution S.E. No. 1,679/04 reinstalled the registry of diesel fuel and crude oil export transactions created by Executive Decree
No. 645/2002, and mandated that producers, sellers, refining companies and any other market agent that wishes to export diesel fuel or
crude oil to register such transaction and to demonstrate that domestic demand has been satisfied and that they have offered the
product to be exported to the domestic market. In addition, Resolution S.E. No. 1338/06 added other petroleum products to the
registration regime created by Executive Decree No. 645/2002, including gasoline, fuel oil and its derivatives, aviation fuel, coke coal,
asphalts, certain petrochemicals and certain lubricants. Resolution No. 715/2007 of the Argentine Secretariat of Energy empowered
the National Refining and Marketing Director to determine the amounts of diesel fuel to be imported by each company, in specific
periods of the year, to compensate exports of products included under the regime of Resolution No. 1679/04; the fulfillment of this
obligation to import diesel fuel is necessary to obtain authorization to export the products included under Decree No. 645/2002 (crude,
fuel oil, diesel fuel, coke coal and gasoline, among others). In addition, Resolution No. 25/06 of the Argentine Secretariat of Domestic
Commerce, issued within the framework of Law No. 20, 680, imposes on each Argentine refining company the obligation to supply
all reasonable diesel fuel demand, by supplying certain minimum volumes (established pursuant to the resolution) to their usual
customers, mainly service station operators and distributors.
Resolution S.E. No. 459/07, of July 12, 2007, created the “Energy Substitution Program”, intended to mitigate gas and
electricity shortages. This program encouraged industrial users to substitute natural gas and electricity use with diesel, fuel oil and
LPG.
Resolution No. 1451/2008 extended until December 31, 2009 the Energy Substitution Program and Rule No. 287/2008, issued
by the Sub-secretary of Coordination and Control on December 19, 2008, which approved the following general plans for the
implementation of the Energy Substitution Program in 2009:
1) General Plan for the Supply of Gaseous Fuels, including:
(i) a plan for the supply of regasified liquefied natural gas (LNG), which provided for the construction, maintenance,
management and administration of a system for the regasification of LNG and the supply of natural gas to the Argentine market,
and empowered ENARSA, directly or through third parties, to take all necessary actions, including the purchase of the LNG, for
such purpose;
(ii) a plan for the supply of propane, which provided for the management of a system to acquire and deliver propane to be
injected into the natural gas distribution network of the province of Buenos Aires, and empowered ENARSA, directly or
through third parties, to take all necessary actions, including the purchase of propane, for such purpose; and
(iii) a plan for the provision of imported gas deemed necessary to fulfill the objectives of the Energy Substitution Program. In
this respect, ENARSA was to purchase the natural gas necessary to fulfill domestic demand.
2) General Plan for the Supply Liquid Fuels, including:
(i) a plan designed to guarantee that demand for liquid fuel in the Argentine market was met. For such purpose, ENARSA,
directly or through third parties, was empowered to buy and sell liquid fuels; and
(ii) a plan to encourage and subsidize replacement of natural gas and/or electric power consumption with the use of alternative
fuels in productive activities and/or electric power generation through an efficient use of gas. ENARSA, directly or through
third parties, was empowered to manage the mechanisms for the supply of liquid fuels to replace the natural gas.
The Energy Substitution Program has recently been extended for the year 2010.
Natural gas
In January 2004, Executive Decree No. 180/04 (i) created the Mercado Electrónico del Gas (MEG) for the trade of daily spot
sales of gas and a secondary market of transportation and distribution services and (ii) established information duties for buyers and
sellers of natural gas in relation to their respective commercial operations, required as a condition to be authorized to inject into and
transport through the transportation system any volume of natural gas (further regulated by Resolution No. 1,146/04 issued on
November 9, 2004 and Resolution No. 882/05 issued by the Argentine Secretariat of Energy). According to Executive Decree
No. 180/04, all daily spot sales of natural gas must be traded within the MEG.
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In January 2004, Executive Decree No. 181/04 authorized the Argentine Secretariat of Energy to negotiate with natural gas
producers a pricing mechanism for natural gas supplied to industries and electric generation companies. On April 2, 2004, the
Argentine Secretariat of Energy and gas producers signed an agreement which was ratified by Resolution No. 208/04 issued by the
Ministry of Federal Planning, Public Investment and Services. The aim of the agreement was to implement a scheme for the
normalization of natural gas prices following the 2001 crisis. The main aspects of the agreement were: (i) initial price adjustments
applied exclusively to gas supplied by producers to industrial users, new direct consumers and electricity generators (to the extent that
electricity was destined for the domestic market); (ii) prices were adjusted as of May 10, 2004; and (iii) the Argentine Secretariat of
Energy would implement a progressive scheme for the normalization of the price of natural gas destined to residential end-users and
small commercial users, which was never implemented. This agreement expired on December 31, 2006.
On June 14, 2007, Resolution No. 599/07 of the Argentine Secretariat of Energy approved a proposal of agreement with natural
gas producers regarding the supply of natural gas to the domestic market during the period 2007 through 2011 (the “Propuesta de
Acuerdo,” or “Agreement 2007-2011”), giving such producers a five-business-day term to enter into the Agreement 2007-2011. If
within that term, the Agreement 2007-2011 was not executed by a sufficient number of producers to make it viable, the Argentine
Secretariat of Energy would disregard the Agreement and enact the Procedures for Complementary Supply of the Internal Market
2007-2011 (Procedimientos de Abastecimiento Complementario al Mercado Interno 2007-2011) (not described in Resolution
No. 599/07). We executed the agreement taking into account that natural gas exports and certain domestic sales of producers that do
not enter into the Agreement 2007-2011 are to be called upon first in order to satisfy domestic demand, before the export sales of the
producers that have signed the Agreement 2007-2011 are affected. While producers are authorized to withdraw from the Agreement
2007-2011 under its terms, if they do so such producers will be treated as any producer that has not entered into the Agreement 2007-
2011 in the first place.
The purpose of the Agreement 2007-2011 is to guarantee the supply of the domestic market demand at the levels registered in
2006, plus the growth in demand by residential and small commercial customers (the “agreed demand levels”). Producers that have
entered into the Agreement 2007-2011 would commit to supply a part of the agreed demand levels according to certain shares
determined for each producer based upon its share of production for the 36 months prior to April 2004. For this period, our share of
production was approximately 36.5%, or 36.8 mmcm/d (or 1,300 mmcf/d). The Agreement 2007-2011 also provides guidelines for the
terms of supply agreements for each market segment, and certain pricing limitations for each market segment of the agreed demand
levels. In order to guarantee any domestic market demand of natural gas in excess of the agreed demand levels, Resolution S.E.
No. 599/07 maintains the effectiveness of the Resolutions that implemented the curtailment of natural gas export commitments and the
re-routing of such natural gas volumes to certain sectors of the domestic market. See “—Natural gas export restrictions and domestic
supply priorities.” The Resolution also states that the Agreement 2007-2011 does not prevent the possible suspension or termination of
export permits.
We were compelled to execute the Agreement 2007-2011, among other reasons, in order to mitigate our potential damages.
Producers failing to sign the Agreement 2007-2011 could be penalized and subject to other unfavorable measures by regulatory
authorities. However, we expressly stated that the execution of the Agreement 2007-2011 did not entail any recognition by us of the
validity of the terms and conditions of the various Resolutions of the Argentine Secretariat of Energy establishing programs for the
curtailment or re-routing of exports to satisfy domestic demand. We challenged Resolution No. 599/07 and stated that we signed the
Agreement 2007-2011 taking into account the potential consequences of not doing so.
The Department of Federal Planning, Public Investment and Services, by its Resolution S.E. No. 459/07 of July 12, 2007,
created the “Energy Substitution Program,” which was designed to mitigate shortages of gas and electricity during the Argentine
winter of 2007. The program encouraged industrial users to substitute natural gas and electricity use with diesel, fuel oil and LPG.
The Argentine Secretariat created, by its Resolution No. 24/2008 issued on March 13, 2008, a program named “Gas Plus” to
encourage natural gas production resulting from new reserves discoveries, new fields and tight gas, among other factors. The natural
gas produced under the Gas Plus program will not be subject to the Agreement 2007-2011 and will not be subject to the price
conditions established under such Agreement.
The Argentine Secretariat of Energy, through Resolution No. 1031/2008 issued on September 12, 2008, modified Resolution
No. 24/2007, establishing the specific conditions petitioners must meet in order to qualify for the Gas Plus program. Certain of such
conditions were modified by Resolution No. 695/2009 of the Argentine Secretariat of Energy, which demands compliance with
commitments already assumed.
The Argentine Secretariat of Energy, through Resolution No. 1070/2008 issued on October 1, 2008, ratified the complementary
agreement entered into between Argentine natural gas producers and the Argentine Secretariat of Energy on September 19, 2008 (the
“Complementary Agreement”), which (i) modified gas prices at the wellhead and segmented the residential sector in terms of natural
gas demand, and (ii) established the requirement that natural gas producers contribute to the fiduciary fund created by Law
No. 26,020. On January 13, 2010 the natural gas producers signed an addendum to the Complementary Agreement which extends the
commitment to contribute to the fiduciary funds created by Law No. 26,020 until December 31, 2010. See “—Liquefied Petroleum
Gas.”
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Additionally, Executive Decree No. 2067/2008 of December 3, 2008, created a fiduciary fund to finance natural gas imports
destined for injection into the national pipeline system, when required to satisfy the internal demand. The fiduciary fund will be
funded through the following mechanisms: (i) various tariff charges to be paid by users of regular transport and distribution services,
gas consumers that receive gas directly from producers and companies that process natural gas; (ii) special credit programs that may
be arranged with domestic or international organizations; and (iii) specific contributions assessed by the Argentine Secretariat of
Energy on participants in the natural gas industry. To date, the competent authorities have only imposed the tariff on users of transport
and distribution services. This decree has been subject to different judicial claims and judges throughout the country have issued
precautionary measures suspending its effects. Through Resolution N° 1.417/2008, the Secretariat of Energy determined the new basin
prices for the residential segment applicable to the producers that signed the Complementary Agreement.
On July 17, 2009, the Ministry of Federal Planning, Public Investment and Services and certain natural gas producers (including
YPF) signed an agreement which set forth: (i) natural gas prices at the wellhead for the electric power generators segment from July to
December 2009, and (ii) amounts to be received by natural gas producers for volumes sold to the residential segment from August
2009 onwards. The previously mentioned amounts will be adjusted monthly so that the resulting amounts represent 50% of the amount
collected by the fiduciary fund to finance natural gas imports.
Through Resolution 828/2009, ENARGAS ordered natural gas distributors to reinvoice and return to consumers certain tariff
charges collected from them according to Executive Decree No. 2067/2008 (in different percentages). The ENARGAS Resolution was
applicable to natural gas consumptions by residential consumers during the period between May 1 and September 30, 2009.
Natural gas export restrictions and domestic supply priorities
In March 2004, the Argentine Secretariat of Energy issued Resolution S.E. No. 265/04 adopting measures intended to ensure the
adequate supply of natural gas to the domestic market and regulate its consequences on electricity wholesale prices. Among the
measures adopted were:
• the suspension of all exports of surpluses of natural gas;
• the suspension of automatic approvals of requests to export natural gas;
• the suspension of all applications for new authorizations to export natural gas filed or to be filed before the Argentine
Secretariat of Energy; and
• authorizing the Undersecretariat of Fuels to create a rationalization plan of gas exports and transportation capacity.
In March 2004, the Undersecretariat of Fuels, pursuant to the authority given to it under Resolution S.E. No. 265/04, issued
Regulation S.S.C. No. 27/04 establishing a rationalization plan of gas exports and transportation capacity. Among other things,
Regulation No. 27/04 established a limit on natural gas export authorizations, which, absent an express authorization by the
Undersecretariat of Fuels, may not be executed for volumes exceeding exports registered during 2003.
In June 2004, the Argentine Secretariat of Energy issued Resolution S.E. No. 659/04, which established a new program to assure
natural gas supply to the domestic market (which substitutes for the program created by Regulation No. S.S.C. 27/04). Under
Resolution S.E. No. 659/04 (amended by Resolution S.E. No. 1,681/04), natural gas exports may be restricted due to shortages of
natural gas in the domestic market, because exporting producers may be required to supply additional volumes of natural gas to the
domestic market beyond those that they are contractually committed to supply. The export of natural gas under current export permits
is conditioned on the fulfillment of additional supply requirements imposed on exporting producers by governmental authorities.
This program was further amended and supplemented by Resolution S.E. No. 752/05 issued by the Argentine Secretariat of
Energy in May 2005, which further reduced the ability of producers to export natural gas, and created a mechanism under which the
Argentine Secretariat of Energy may require exporting producers to supply additional volumes to domestic consumers during a
seasonal period (Permanent Additional Supply), which volumes of natural gas are also not committed by the exporting producers.
Based on the provisions of Rule No. 27/04, Resolution S.E. No. 659/04 and Resolution S.E. No. 752/05, the Argentine Secretariat of
Energy and/or the Undersecretariat of Fuels have instructed us to re direct natural gas export volumes to the internal market, thereby
affecting natural gas export commitments. We have challenged the validity of the aforementioned regulations and resolutions, and
have invoked the occurrence of a force majeure event under the corresponding natural gas export purchase and sale agreements. The
counterparties to such agreements have rejected our position. See “Item 8. Financial Information—Legal Proceedings.”
Resolution S.E. No. 752/05 also establishes (i) a special market, open and anonymous, for compressed natural gas stations to
purchase natural gas under regulated commercial conditions, with the demand being ensured by the Argentine Secretariat of Energy
through Permanent Additional Supply required of exporting producers, and (ii) a mechanism of standardized irrevocable offers for
electric power generators and industrial and commercial consumers to obtain supply of natural gas, with the demand being ensured by
the Argentine Secretariat of Energy through the issuance of the Permanent Additional Supply mentioned above.
58
Pursuant to the standardized irrevocable offers procedure mentioned above, which operates at the MEG, any direct consumer
may bid for a term gas purchase at the export average gas price net of withholdings by basin. The volume necessary to satisfy the
standardized irrevocable offers which have not been satisfied will be required as a Permanent Additional Supply only until the end of
the seasonal period during which the unsatisfied requests should be made (October–April or May–September). Such Permanent
Additional Supply will be requested from the producers that export gas and that inject the natural gas from the basins that are able to
supply those unsatisfied irrevocable offers. Resolution of the Argentine Secretariat of Energy S.E. No. 1886/2006, published on
January 4, 2007, extended the term of effectiveness of this mechanism of standardized irrevocable offers until 2016, and empowered
the Undersecretariat of Fuels to suspend its effectiveness subject to the satisfaction of internal demand of natural gas achieved by
means of regulations, agreements or due to the discovery of reserves.
By means of Resolution S.E. No. 1329/06, later supplemented by Note SSC No. 1011/07, the Argentine Secretariat of Energy
forced producers to give first priority in their injections of natural gas into the gas pipelines to certain preferential consumers and
obligates transportation companies to guarantee these priorities through the allocation of transportation capacity. In general, these
regulations subordinate all exports of natural gas to the prior delivery of natural gas volumes that are sufficient to satisfy domestic
market demand.
Also, beginning during the severe Argentine winter in 2007 and continuing thereafter, we and most of gas producers as well as
the transportation companies received instructions from the government to cut off exports, except for certain volumes addressed to
satisfy Chilean residential consumptions and other specific consumptions.
Liquefied petroleum gas
Law No. 26,020 enacted on March 9, 2005 sets forth the regulatory framework for the industry and commercialization of LPG.
This law regulates the activities of production, bottling, transportation, storage, distribution, and commercialization of LPG in
Argentina and declares such activities to be of public interest. Among other things, the law:
• creates the registry of LPG bottlers, obliging LPG bottlers to register the bottles of their property;
• protects the trademarks of LPG bottlers;
• creates a reference price system, pursuant to which, the Argentine Secretariat of Energy shall periodically publish reference
prices for LPG sold in bottles of 45 kilograms or less;
• required the Argentine Secretariat of Energy to comply with the following tasks: (i) create LPG transfer mechanisms, in
order to guarantee access to the product to all the agents of the supply chain; (ii) establish mechanisms for the stabilization of
LPG prices charged to local LPG bottlers; and (iii) together with the CNDC, analyze the composition of the LPG market and
its behavior, in order to establish limitations on market concentration in each phase, or limitations to the vertical integration
throughout the chain of the LPG industry (such limitations apply to affiliates, subsidiaries and controlled companies);
• grants open access to LPG storage facilities; and
• creates a fiduciary fund to finance bottled LPG consumption for low-income communities in Argentina and the extension of
the natural gas distribution network to new areas, where technically possible and economically feasible. The fiduciary fund
will be funded through the following mechanisms: (i) penalties established by Law 26,020, (ii) assignments from the General
State Budget, (iii) funds from special credit programs that may be arranged with national or international institutions, and
(iv) funds that may be assessed by the Argentine Secretariat of Energy on participants in the LPG industry.
The Argentine Secretariat of Energy established, through several subsequent resolutions, reference prices applicable to sales of
LPG bottles of less than 45 kilograms, and to sales of bulk LPG exclusively to LPG bottlers. Also, the Argentine Secretariat of Energy
approved the method for calculating the LPG export parity to be updated monthly by the Undersecretariat of Fuels. The Argentine
Secretariat of Energy in 2007 increased the LPG volumes to be sold to bottlers at the reference prices set forth in the above-mentioned
resolutions.
Disposition 168/05 of the Undersecretariat of Fuels requires companies intending to export LPG to first obtain an authorization
from the Argentine Secretariat of Energy. Companies seeking to export LPG must first demonstrate that the local demand is satisfied
or that an offer to sell LPG to local demand has been made and rejected.
On September 19, 2008, the Secretariat of Energy and Argentine LPG producers entered into an agreement for the stability of
the price of LPG in the domestic market (the “Complementary Agreement”). The Complementary Agreement applies only to LPG
sold to bottlers that declare their intention to bottle such LPG in LPG bottles of 10, 12 or 15 kilograms. The Agreement requires LPG
producers to supply LPG bottlers with the same volume of LPG supplied the prior year and to accept the price per ton set forth in the
Complementary Agreement. The Complementary Agreement was extended on October 23, 2009 pursuant to an addendum entered
into by YPF and Repsol YPF Gas S.A. The addendum requires LPG producers to supply LPG bottlers in 2010 with the same volume
provided during 2009 plus an additional 5%. This addendum expires on December 31, 2010.
59
Argentine Environmental Regulations
The enactment of Articles 41 and 43 in the National Constitution, as amended in 1994, as well as new federal, provincial and
municipal legislation, has strengthened the legal framework dealing with damage to the environment. Legislative and government
agencies have become more vigilant in enforcing the laws and regulations regarding the environment, increasing sanctions for
environmental violations.
Under the amended Articles 41 and 43 of the National Constitution, all Argentine inhabitants have both the right to an
undamaged environment and a duty to protect it. The primary obligation of any person held liable for environmental damage is to
rectify such damage according to and within the scope of applicable law. The federal government sets forth the minimum standards
for the protection of the environment and the provinces and municipalities establish specific standards and implementing regulations.
Federal, provincial and municipal laws and regulations relating to environmental quality in Argentina affect our operations.
These laws and regulations set standards for certain aspects of environmental quality, provide for penalties and other liabilities for the
violation of such standards, and establish remedial obligations in certain circumstances.
In general, we are subject to the requirements of the following federal environmental regulations (including the regulations
issued thereunder):
• National Constitution (Articles 41 and 43);
• Law No. 25,675 on National Environmental Policy;
• Law No. 25,612 on Integrated Management of Industrial and Service Industry Waste;
• Law No. 24,051 on Hazardous Waste;
• Law No. 20,284 on Clean Air;
• Law No. 25,688 on Environmental Management of Waters;
• Law No. 25,670 on the Management and Elimination of Polychlorinated Biphenyls;
• Criminal Code; and
• Civil Code, which sets forth the general rules of tort law.
These laws address environmental issues, including limits on the discharge of waste associated with oil and gas operations,
investigation and cleanup of hazardous substances, workplace safety and health, natural resource damages claims and toxic tort
liabilities. Furthermore, these laws typically require compliance with associated regulations and permits and provide for the imposition
of penalties in case of non-compliance.
In addition, we are subject to various other provincial and municipal regulations, including those relating to gas venting, oil
spills and well abandonment, among other matters.
By Resolution No. 404/94, the Argentine Secretariat of Energy amended Resolution No. 419/93, and created the Registry of
Independent Professionals and Safety Auditing Companies (Registro de Profesionales Independientes y Empresas Auditoras de
Seguridad), which may act with respect to areas of hydrocarbons storage, oil refineries, gas stations, fuel commercialization plants and
plants for fractionation of LPG in containers or cylinders. The Resolution provides that external audits of oil refineries, gas stations
and all fuel storage plants must be carried out by professionals registered in the Registry. Domestic fuel manufacturing companies and
companies that sell fuels are prohibited from supplying these products to any station failing to comply with its obligations. Penalties
for failure to perform the audits and remedial or safety tasks include the disqualification of plants or gas stations. In addition, a set of
obligations is established in relation to underground fuel storage systems, including a mechanism for instant notification in cases of
loss or suspicion of loss from the storage facilities.
On July 19, 2001, the Secretariat of Environmental Policy of the province of Buenos Aires issued Resolution No. 1037/01
ordering us to clean up certain areas adjacent to the La Plata refinery. The resolution was appealed through an administrative
procedure which has not yet been resolved. Nevertheless, we have commenced certain works in order to identify potential technical
solutions for the treatment of the historical contamination, while reserving that the remediation must be made by the parties
responsible for the environmental damage. Under current law, the Argentine government has the obligation to indemnify us against
any liability and hold us harmless for events and claims arising prior to January 1, 1991, according to Law No. 22,145.
During 2005, the Argentine Secretariat of Energy, by means of Resolution No. 785/05, created the National Program of
Hydrocarbons Warehousing Aerial Tank Loss Control, a measure aimed at reducing and correcting environmental pollution caused by
hydrocarbons warehousing-aerial tanks. We have commenced the development and implementation of a technical and environmental
audit plan as required by this Resolution.
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The above description of the material Argentine environmental regulations is only a summary and does not purport to be a
comprehensive description of the Argentine environmental regulatory framework. The summary is based upon Argentine regulations
related to environmental issues as in effect on the date of this annual report, and such regulations are subject to change.
U.S. Environmental Regulations
In addition, federal, state and local laws and regulations relating to health, safety and environmental quality in the United States,
where YPF Holdings Inc. (“YPF Holdings”) operates, affect the operations of this subsidiary. YPF Holdings’ U.S. operations,
conducted primarily through Maxus Energy Corporation (“Maxus”), are subject to the requirements of the following U.S.
environmental laws:
• Safe Drinking Water Act;
• Clean Water Act;
• Oil Pollution Act;
• Clean Air Act;
• Resource Conservation and Recovery Act;
• National Environmental Policy Act;
• Occupational Safety and Health Act;
• Comprehensive Environmental Response, Compensation and Liability Act; and
• various other federal, state and local laws.
These laws and regulations set various standards for many aspects of health, safety and environmental quality (including limits
on discharges associated with oil and gas operations), provide for fines and criminal penalties and other consequences (including
limits on operations and loss of applicable permits) for the violation of such standards, establish procedures affecting location of
facilities and other operations, and in certain circumstances impose obligations concerning reporting, investigation and remediation, as
well as liability for natural resource damages and toxic tort claims.
Taxation
Holders of exploration permits and production concessions are subject to federal, provincial and municipal taxes and regular
customs duties on imports. The Hydrocarbons Law grants such holders a legal guarantee against new taxes and certain tax increases at
the provincial and municipal levels, except in the case of a general increase in taxes.
Pursuant to Sections 57 and 58 of the Hydrocarbons Law, holders of exploration permits and production concessions must pay
an annual surface fee that is based on acreage of each block and which varies depending on the phase of the operation, i.e., exploration
or production, and in the case of the former, depending on the relevant period of the exploration permit. On October 17, 2007, the
Official Gazette published Executive Decree No. 1,454/07, which significantly increased the amount of exploration and production
surface fees expressed in Argentine pesos that are payable to the different jurisdictions where the hydrocarbon fields are located. See
“—Exploration and Production.”
In addition, “net profit” (as defined in the Hydrocarbons Law) of holders of permits or concessions accruing from activity as
such holders might be subject to the application of a special 55% income tax. This tax has never been applied. Each permit or
concession granted to an entity other than us has provided that the holder thereof is subject instead to the general Argentine tax
regime, and a decree of the executive branch of the Argentine government provides that we are also subject to the general Argentine
tax regime.
Following the introduction of market prices for downstream petroleum products in connection with the deregulation of the
petroleum industry, Law No. 23,966 established a volume-based tax on transfers of certain types of fuel, replacing the prior regime,
which was based on the regulated price. Law No. 25,745, modified, effective as of August 2003, the mechanism for calculating the
tax, replacing the old fixed value per liter according to the type of fuel for a percentage to apply to the sales price, maintaining the old
fixed value as the minimum tax.
61
Export taxes
In 2002, the Argentine government began to impose customs duties on the export of hydrocarbons. Export tax rates were
increased on crude oil to 20%, on butane, methane and LPG to 20% and gasoline and diesel fuel to 5%. In May 2004, Resolution
No. 337/04 of the Ministry of Economy and Production increased export duties on crude oil to 25%. These export tax rates were
increased again in 2004, when the Ministry of Economy and Production issued Resolution No. 532/04, establishing a progressive
scheme of export duties for crude oil, with rates ranging from 25% to 45%, depending on the quotation of the WTI reference price at
the time of the exportation. In addition, in May 2004, pursuant to Resolution No. 645/04 of the Ministry of Economy and Production,
an export duty on natural gas and natural gas liquids was established at a rate of 20%. The export duty on natural gas was increased
again in July 2006, when the Ministry of Economy and Production increased the rate to 45% and instructed the Customs General
Administration to apply the price fixed by the Framework Agreement between Argentina and Bolivia as the base price to which to
apply the new tax rate, irrespective of the actual sales price. In addition, on October 10, 2006, the Ministry of Economy and
Production imposed prevalent export duties on exports from the Tierra del Fuego province, which were previously exempted from
taxes. Moreover, in May 2007 the Ministry of Economy and Production increased to 25% the export duty on butane, propane and
LPG. There can be no assurances as to future levels of export taxes.
Resolution No. 394/2007 of the Ministry of Economy and Production, effective as of November 16, 2007, increased export
duties on Argentine oil exports (as defined by the regulator) on crude oil and other crude derivatives products. The new regime
provides that when the WTI international price exceeds the reference price, which is fixed at U.S.$60.9/barrel, the producer shall be
allowed to collect at U.S.$42/barrel, with the remainder being withheld by the Argentine government as an export tax. If the WTI
international price is under the reference price but over U.S.$45/barrel, a 45% withholding rate will apply. If such price is under
U.S.$45/barrel, the applicable export tax is to be determined by the Argentine government within a term of 90 business days.
Resolution No. 127/2008 of the Ministry of Economy and Production increased export duties applicable to natural gas exports from
45% to 100%, mandating a valuation basis for the calculation of the duty as the highest price established in any contract of any
Argentine importer for the import of gas (abandoning the previously applicable reference price set by the Framework Agreement
between Argentina and Bolivia mentioned above). Resolution No. 127/2008 provides with respect to LPG products (including butane,
propane and blends thereof) that if the international price of the relevant LPG product, as notified daily by the Argentine Secretariat of
Energy, is under the reference price established for such product in the Resolution (U.S.$338/m3 for propane, U.S.$393/m3 for butane
and U.S.$363/m3 for blends of the two), the applicable export duty for such product will be 45%. If the international price exceeds the
reference price, the producer shall be allowed to collect the maximum amount established by the Resolution for the relevant product
(U.S.$233/m3 for propane, U.S.$271/m3 for butane and U.S.$250/m3 for blends of the two), with the remainder being withheld by the
Argentine government as an export tax.
In addition, the calculation procedure described above also applies to other petroleum products and lubricants based upon
different withholding rates, reference prices and prices allowed to producers. See “—Market Regulation.”
Antitrust Agreement
On June 16, 1999, the Argentine Ministry of Economy and Public Works delivered a letter to Repsol YPF setting forth a series
of obligations that Repsol YPF was required to assume after the acquisition of the majority of our share capital. Repsol YPF met all of
the requirements upon execution of the asset swap agreement entered into with Petrobras in December 2001. Repsol YPF believes that
the acquisition of YPF will not be subject to further antitrust scrutiny in Argentina under existing law. However, the Ministry has not
stated that there will be no further antitrust scrutiny and no assurances can be given that Repsol YPF will not be required to accept
additional undertakings or other measures intended to address any perceived anti-competitive effects of the YPF acquisition.
Repatriation of Foreign Currency
Executive Decree No. 1,589/89, relating to the deregulation of the upstream oil industry, allows us and other companies engaged
in oil and gas production activities in Argentina to freely sell and dispose of the hydrocarbons they produce. Additionally, under
Decree No. 1,589/89, we and other oil producers are entitled to keep out of Argentina up to 70% of foreign currency proceeds they
receive from crude oil and gas export sales, but are required to repatriate the remaining 30% through the exchange markets of
Argentina.
In July 2002, Argentina’s Attorney General issued an opinion (Dictamen No. 235) which would have effectively required us to
liquidate 100% of our export receivables in Argentina, instead of the 30% provided in Decree No. 1,589/89 based on the assumption
that Decree No. 1,589/89 had been superseded by other decrees (Decree No. 530/91 and 1,606/01) issued by the government.
Subsequent to this opinion, however, the government issued Decree No. 1,912/02 ordering the Central Bank to apply the 70%/30%
regime set out in Decree No. 1,589/89. Nevertheless, the uncertainty generated by the opinion of Argentina’s Attorney General
resulted in a legal proceeding described under “Item 8. Financial Information—Legal proceedings—Argentina—Non-reserved, remote
contingencies—Proceedings related to foreign currency proceeds”.
62
ITEM 4A. Unresolved Staff Comments.
YPF does not have any unresolved Staff comments.
ITEM 5. Operating and Financial Review and Prospects
The following discussion should be read in conjunction with our audited consolidated financial statements as of December 31,
2009, 2008 and 2007 and for the years then ended (the “Audited Consolidated Financial Statements”).
Overview
We are Argentina’s leading energy company, operating a fully integrated oil and gas chain with leading market positions across
the domestic upstream and downstream segments. Our upstream operations consist of the exploration, development and production of
crude oil, natural gas and liquefied petroleum gas. Our downstream operations include the refining, marketing, transportation and
distribution of oil and a wide range of petroleum products, petroleum derivatives, petrochemicals, LPG and bio-fuels. Additionally, we
are active in the gas separation and natural gas distribution sectors both directly and through our investments in several affiliated
companies. In 2009, we had consolidated net sales of Ps.34,320 million (U.S.$9,032 million) and consolidated net income of Ps.3,486
million (U.S.$917 million).
Most of our predecessors were state-owned companies with operations dating back to the 1920s. In November 1992, the
Argentine government enacted the Privatization Law (Law No. 24,145), which established the procedures for our privatization. In
accordance with the Privatization Law, in July 1993, we completed a worldwide offering of 160 million Class D shares that had
previously been owned by the Argentine government. As a result of that offering and other transactions, the Argentine government’s
ownership interest in our capital stock was reduced from 100% to approximately 20% by the end of 1993.
Since 1999, we have been controlled by Repsol YPF, an integrated oil and gas company headquartered in Spain with global
operations. Repsol YPF owned approximately 99% of our capital stock from 2000 until 2008, when the Petersen Group purchased, in
different stages, shares representing 15.46% of our capital stock. In addition, Repsol YPF granted certain affiliates of Petersen Energía
an option to purchase up to an additional 10% of our outstanding capital stock. This option will expire on February 21, 2012. See
“Item 7. Major Shareholders and Related Party Transactions.”
Upstream Operations
• We operate more than 70 oil and gas fields in Argentina, accounting for approximately 39% of the country’s total production
of crude oil, excluding natural gas liquids, and approximately 39% of its total natural gas production, including natural gas
liquids, in 2009, according to information provided by the Argentine Secretariat of Energy.
• We had proved reserves, as estimated as of December 31, 2009, of approximately 538 mmbbl of oil and 2,672 bcf of gas,
representing aggregate reserves of 1,013 mmboe.
• In 2009, we produced 111 mmbbl of oil (302 mbbl/d) and 533 bcf of gas (1,460 mmcf/d).
Downstream Operations
• We are Argentina’s leading refiner with operations conducted at three wholly-owned refineries with combined annual
refining capacity of approximately 116 mmbbl (319.5 mbbl/d). We also have a 50% interest in Refinor, an entity jointly
controlled with and operated by Petrobras Energía S.A., which has a refining capacity of 26.1 mbbl/d.
• Our retail distribution network for automotive petroleum products as of December 31, 2009 consisted of 1,632 YPF-branded
service stations, which we estimate represented approximately 30.9% of all service stations in Argentina.
• We are one of the leading petrochemical producers in Argentina and in the Southern Cone of Latin America, with operations
conducted through our Ensenada plant and Plaza Huincul sites. In addition, Profertil S.A. (“Profertil”), a company that we
jointly control with Agrium Investments Spain S.L. (“Agrium”), is one of the leading producers of urea in the Southern
Cone.
Presentation of Financial Information
We prepare our audited consolidated financial statements in accordance with Argentine GAAP, which differ in certain
significant respects from U.S. GAAP. Notes 13, 14 and 15 to the Audited Consolidated Financial Statements provide a summary of
the effect of these significant differences on net income and shareholders’ equity under Argentine GAAP and U.S. GAAP.
We fully consolidate the results of subsidiaries in which we have a sufficient number of voting shares to control corporate
decisions and proportionally consolidate the results of companies that we control jointly.
63
Under Argentine GAAP, we currently are not required to record the effects of inflation in our financial statements. However,
because Argentina experienced a high rate of inflation in 2002, with the wholesale price index increasing by approximately 118%, we
were required by Decree No. 1269/2002 and CNV Resolution No. 415/2002 to remeasure our financial statements in constant pesos in
accordance with Argentine GAAP. On March 25, 2003, Decree No. 664/2003 rescinded the requirement that financial statements be
prepared in constant currency, effective for financial periods on or after March 1, 2003. According to the Argentine statistics and
census agency (Instituto Nacional de Estadísticas y Censos, or “INDEC”), the wholesale price index increased 10.6% in 2005, 7.1% in
2006, 14.4% in 2007, 8.8% in 2008 and 10.0% in 2009. We cannot assure you that in the future we will not be again required to record
the effects of inflation in our financial statements (including those covered by the financial statements included in this annual report)
in constant pesos. See “—Critical Accounting Policies—U.S. GAAP reconciliation” for an explanation of how the effect of inflation is
treated under U.S. GAAP.
Additionally, certain oil and gas disclosures are included in this annual report under the heading “Supplemental information on
oil and gas producing activities (unaudited).”
Segment Reporting
We organize our business into the following segments: (i) exploration and production, which includes exploration and
production activities, natural gas and crude oil purchases, sales of natural gas, and to a lesser extent crude oil, to third parties and
intersegment sales of crude oil, natural gas and its byproducts and to a lesser extent electric power generation (“Exploration and
Production”); (ii) the production, transport and marketing of crude oil that we sell to third parties and of refined products that we sell
to third parties and other segments of our business (“Refining and Marketing”); and (iii) the production, transport and marketing of
petrochemical products (“Chemicals”).Other activities not falling into the previously described categories are reported under a
separate segment (“Corporate and Other”), principally including corporate administration costs and assets and construction activities.
Sales between business segments are made at internal transfer prices established by us, which generally seek to approximate
market prices.
Summarized Income Statement
For the Year Ended December 31,
2007
2008
2009
34,320
29,104
34,875
(19,000)
(24,013)
(23,177)
11,143
10,104
10,862
(805)
(1,053)
(1,102)
(2,120)
(2,460)
(2,490)
(522)
(684)
(552)
6,999
6,657
6,665
34
83
(22)
159
(439)
(376)
518
(174)
5
—
69
—
6,844
6,198
(2,758)
(2,558)
4,086
3,640
—
—
5,894
(2,408)
3,486
(1,242)
Net sales............................................................................................................................................
Cost of sales ......................................................................................................................................
Gross profit .......................................................................................................................................
Administrative expenses ...................................................................................................................
Selling expenses................................................................................................................................
Exploration expenses ........................................................................................................................
Operating income..............................................................................................................................
(Loss) income on long-term investments..........................................................................................
Other income/(expense), net .............................................................................................................
Financial/(loss) income, net and holding gains.................................................................................
Income from sale of long-term investments......................................................................................
Reversal of impairment of other assets .............................................................................................
Net income before income tax ..........................................................................................................
Income tax ........................................................................................................................................
Net income........................................................................................................................................
Factors Affecting Our Operations
Our operations are affected by a number of factors, including:
• the volume of crude oil, oil byproducts and natural gas we produce and sell;
• domestic price limitations;
• export restrictions and domestic supply requirements;
• international prices of crude oil and oil products;
• our capital expenditures;
• inflation and cost increases;
• domestic market demand for hydrocarbon products;
• operational risks;
64
• taxes, including export taxes;
• capital controls;
• the Argentine peso/U.S. dollar exchange rate;
• dependence on the infrastructure and logistics network used to deliver our products;
• laws and regulations affecting our operations; and
• interest rates.
Until 2008, our margins and our consolidated operating profits have trended downwards. This was principally the result of:
production declines and increased asset depreciation, principally due to the increasing maturity of our oil and gas fields; increases in
other operating costs, due in part to higher domestic demand and local market supply obligations (which required us to purchase
certain hydrocarbon inputs from third parties); inflation and higher labor costs; and limitations on our ability to offset those increased
costs due to, among other things, domestic limitations on the prices at which we could sell gas and refined products.
Our operating income in 2009 increased by 5.0% compared with 2008, mainly as a result of higher average sales prices and
benefits related to the Petroleum Plus Program (see “—Policy and regulatory developments in Argentina” below) due to our
fulfillment of the requirements set forth by that program. The impact of higher sales prices and benefits of the Petroleum Plus Program
were mostly offset by: increased depreciation of fixed assets as a result of increased assets subject to depreciation (principally
exploration and production assets that entered into production and the acceleration of depreciation resulting from the decline in our
proved reserves), a decline in production and higher costs mainly as a result of inflation. Notwithstanding the improvement in trend in
2009, we cannot guarantee that such improved trend in our margins and operating income will continue in future periods.
Our operating income in 2008 increased slightly by 0.1% compared with 2007, mainly as a result of higher average sales prices
(despite decreases in average sales prices of certain products towards the end of the year). The impact of higher sales prices was
mostly offset by: our continuing decline in production, increased export taxes, increased depreciation of fixed assets as a result of
increased assets subject to depreciation (principally exploration and production assets that entered into production and the acceleration
of depreciation resulting from the decline in our proved reserves), and higher costs as a result of the renegotiation of certain service
contracts and inflation adjustments.
Macroeconomic conditions
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative
growth and high variable levels of inflation. Inflation reached its peak in the late 1980s and early 1990s. Due to inflationary pressures
prior to the 1990s, the Argentine currency was devalued repeatedly and macroeconomic instability led to broad fluctuations in the real
exchange rate of the Argentine currency relative to the U.S. dollar. To address these pressures, past Argentine governments
implemented various plans and utilized a number of exchange rate systems.
With the enactment of the Convertibility Law in 1991, inflation declined progressively and the Argentine economy enjoyed
seven years of growth. In the fourth quarter of 1998, adverse international financial conditions caused the Argentine economy to enter
into a recession and GDP to decrease between 1999 and 2001. By the end of 2001, Argentina suffered a profound deterioration in
social and economic conditions, accompanied by high political and economic instability. The restrictions on the withdrawal of bank
deposits, the imposition of exchange controls, the suspension of the payment of Argentina’s public debt and the abrogation of the
peso’s one-to-one peg to the dollar (with the consequent depreciation of the peso against the dollar) caused a decline in economic
activity. Real GDP declined by 10.9% in 2002, annual inflation rose to 41%, the exchange rate continued to be highly volatile, and the
unemployment rate rose to more than 20%. The political and economic instability not only curtailed commercial and financial
activities in Argentina but also severely restricted the country’s access to international financing.
Strong economic growth in the world’s developed economies and favorable raw material pricing from 2003 through the first
half of 2008 paved the way for Argentina’s economic recovery. Real GDP grew at an average cumulative rate of 8.5% between 2003
and 2008. As a result of the crisis in the global economy, Argentina’s GDP growth rate decelerated sharply in 2009 (preliminary
figures estimate that real GDP grew by 0.9% during 2009). However, according to the Argentine Central Bank, certain economic
indicators are starting to show signs of recovery in the Argentine economy, mainly due to a recovery in exports, as well as in stock
levels in certain sectors. According to the IMF’s April 2010 projections, the Argentine economy is expected to grow by 3.5% in 2010.
According to the IMF, the global economy is beginning to pull out of the recession, owing mainly to cuts in interest rates by
central banks, continued provision of ample liquidity, credit easing, public guarantees, and bank recapitalization. Nonetheless, the
pace of recovery is expected to be slow. Several forces are holding back the recovery in Europe. Sizable fiscal and current account
imbalances are constraining recovery in several euro area countries, with potentially negative spillover effects to the rest of Europe. In
2010, global economic growth is projected to recover to 3.1%, although the rate of growth or, in some cases, contraction, is expected
to vary significantly from region to region. The main policy priority remains restoring financial sector health, since bank lending
conditions are expected to remain tight and external financing conditions constrained for a considerable time.
65
Weakened global demand since the second half of 2008 has depressed commodity prices, but in line with the signs of recovery,
oil prices have responded strongly to signs of a demand rebound in China. This is partly attributable to Organization of Petroleum
Exporting Countries (OPEC) members’ strict observance of lower production quotas. WTI has recently traded over U.S.$79 per
barrel, compared to approximately U.S.$50 at the end of the first quarter of 2009, though it remains well below the average price of
2008 (U.S.$99.67).
In Argentina, domestic fuel prices have increased over the past two years, but have not kept pace with either increases or
decreases in international market prices for petroleum products due to the characteristics of and regulations affecting the Argentine
market. Nonetheless, the gap between domestic and international prices for certain products has narrowed as a result of the increase in
domestic fuel prices as previously mentioned, and also as a result of the decline in the international prices in late 2008 and early 2009.
See “—Differences between Argentine and international prices for hydrocarbon products.”
In 2005, Argentina successfully completed the restructuring of a substantial portion of its bond indebtedness and canceled all of
its debt with the IMF. Additionally, in June 2010, Argentina completed the renegotiation of approximately 66% of defaulted bonds
that were not swapped in 2005. As a result of the 2005 and 2010 debt swaps, approximately 92.4% of the country’s bond indebtedness
has now been restructured. Additionally, the Argentine government announced that it would repay the outstanding portion of the
defaulted debt that was not included in the 2005 debt swap (the “Paris Club” debt). The government has passed a regulation allowing
the withdrawal of U.S.$6.5 billion from the Argentine Central Bank reserves to support payments to multilateral lenders and
bondholders. Currently, Standard & Poor’s (S&P) credit rating for Argentina’s sovereign debt is “B-”, with a “stable” outlook since
October 2008, while Moody’s, which rates Argentina’s sovereign debt at “B3”, has maintained its credit watch of Argentina as
“stable” since August 2008.
Public finances both at national and provincial levels recorded a consolidated primary surplus of above 3% between 2004 and
2008, according to the INDEC. In 2009, government fiscal revenues performance was worse than in previous years, mainly as a
consequence of a slowdown in activity levels, while public expenditures increased, due to the implementation of anticyclical policies
aimed at offsetting or reducing the contractive effects of the international crisis described above. This led to a decrease in primary
surplus, which reached 1.36% in 2009, according to the Argentine Central Bank.
The annual wholesale price index, according to the Argentine statistics and census agency (Instituto Nacional de Estadísticas y
Censos, or “INDEC”), increased by 14.6% in 2007, 8.8% in 2008 and, based on preliminary data, 10.0% in 2009. According to reports
published by the IMF, however, most private sector analysts believe that actual inflation is considerably higher than reflected in
official data.
Starting in the first half of 2008, conflicts in certain sectors of the Argentine economy, including blockades by agricultural
producers in response to an export tax increase and strikes by oil workers, have affected the development and productivity of these and
related sectors. According to the Argentine Central Bank, exports decreased 21% in 2009 as a result of lower commodity prices and a
decrease in the exported volumes of certain agricultural products, mainly due to declines in harvest volumes as a result of a severe
drought in parts of Argentina and reduced seeded areas. Notwithstanding the above, during the last months of 2009, exports began to
recover, due both to an increase in prices and in exported volumes. During 2009, imports contracted even further than exports (by
32%), due mainly to decreased imports of intermediate goods and capital assets commensurate with the slower pace of domestic
activity. As a result, the Argentine trade balance reached an even higher surplus than in previous years. The Argentine Central Bank
expects that in 2010 the country will complete its ninth year in a row with a trade surplus, along with a strong recovery in both exports
and imports.
According to INDEC, the unemployment rate corresponding to the fourth quarter of 2009 showed that 8.4% of the active
population was unemployed, 1.2% percentage points higher than the 7.2% rate in the fourth quarter of 2008. According to the
Argentine Central Bank, however, the foreseen increase in activity is expected to help stem the recent growth in unemployment. In
line with the slowdown in general activity, wages increased at a slower pace than in previous years, but still outpaced price increases,
resulting in higher purchasing capacity.
The Argentine Central Bank reserves were U.S.$46.4 billion at the end of 2008. In 2009, reserves remained stable and relatively
high (U.S.$48.0 billion at the end of 2009), contributing to a sustained strong external position. The exchange rate of the Argentine
peso against the U.S dollar as of December 31, 2009 was Ps.3.80/ U.S.$1.00, reflecting peso depreciation of 10.1% compared to
December 31, 2008.
We cannot predict the evolution of future macroeconomic events, or the effect that they are likely to have on our business,
financial condition and results of operations. See “Item 3. Risk Factors—Risks Relating to Argentina”.
66
Energy consumption in Argentina has increased significantly since 2003, driven in part by price limitations that have kept
Argentine energy prices below international prices. Continued growth in demand and a particularly harsh winter in 2007 have led to
fuel shortages and power outages, prompting the Argentine government to take additional measures to assure domestic supply. At the
same time, growth in the production of certain hydrocarbon products has slowed, and in the case of crude oil production has recently
declined, due to Argentina’s maturing oil and gas fields. As a result of this increasing demand and actions taken by the Argentine
regulatory authorities to prioritize domestic supply, exported volumes of hydrocarbon products, especially natural gas, declined
steadily over this period. At the same time, Argentina has increased hydrocarbon imports.
The table below shows Argentina’s total sales, production, exports and imports of crude oil, diesel and gasoline products for the
periods indicated.
Year ended December 31,
2008
2009
2007
Crude Oil in Argentina
Production (mmbbl) ...........................................................................................................
Exports (mmbbl) ................................................................................................................
Imports (mmbbl) ................................................................................................................
227.4
38.3
—
229.7
15.3
—
234.7
20.8
0.3
Diesel in Argentina
Sales (mcm)(1) ...................................................................................................................
Production (mcm)...............................................................................................................
Exports (mcm)....................................................................................................................
Imports (mcm)....................................................................................................................
13,524.0
12,009.1
0.0
544.6
14,753.5
12,472.0
7.1
843.6
14,754.9
12,915.6
46.6
847.1
Gasoline in Argentina
Sales (mcm)(1) ...................................................................................................................
Production (mcm)...............................................................................................................
Exports (mcm)....................................................................................................................
Imports (mcm)....................................................................................................................
6,203.1
6,035.2
1,297.1
85.8
5,898.5
5,849.1
68.6
51.7
5,285.6
5,965.2
1,400.9
23.0
Includes domestic market sales.
(1)
Sources: Argentine Secretariat of Energy and ENARGAS.
Policy and regulatory developments in Argentina
The Argentine oil and gas industry is currently subject to certain governmental policies and regulations that have resulted in:
(i) domestic prices that have usually been lower than prevailing international market prices; (ii) export restrictions; (iii) domestic
supply requirements that oblige us from time to time to divert supplies from the export or industrial markets in order to meet domestic
consumer demand; and (iv) increasingly higher export duties on the volumes of hydrocarbons allowed to be exported. See “Item 4.
Information on the Company—Regulatory Framework and Relationship with the Argentine Government.” These governmental
pricing limitations, export controls and tax policies have been implemented in an effort to satisfy increasing domestic market demand
at prices below international market prices. As discussed in “Item 3. Key Information—Risk Factors” and elsewhere in this annual
report, actions by the Argentine government have had and will continue to have a significant effect on Argentine companies, including
us.
Policy and regulatory developments relating to the oil and gas industry in Argentina include, among others:
• Price limitations. In order to support economic growth, the Argentine government has sought to limit increases in
hydrocarbons prices through a number of policies and measures. As a result, fluctuations in Argentina’s domestic
hydrocarbon prices have not matched the recent increases or decreases at the pace of international and regional prices, as
described in “—Differences between Argentine and international prices for hydrocarbon products.”
• Export restrictions. Since 2004, the Argentine government has prioritized domestic demand and adopted policies and
regulations restricting the export of certain hydrocarbon products. These restrictions have impacted our export sales as
described in “—Declining export volumes.”
• Export duties. Since the economic crisis in 2002, the Argentine government has imposed export taxes on certain hydrocarbon
products. These taxes have increased substantially in the following years as international prices have surged. For a
description of the most recent export duties on hydrocarbon exports, see “—International oil and gas prices and Argentine
export taxes.”
67
• Domestic supply requirements. The Argentine government has at times issued regulatory orders requiring producers to inject
natural gas in excess of contractual commitments and supply other hydrocarbon products to the domestic market. As a result,
we have had to limit our exports. In addition, we have imported diesel in order to satisfy domestic demand, which has
increased our operating costs, as described in “—Cost of sales.”
• Energy Substitution Program. The Department of Federal Planning, Public Investment and Services, by Resolution
No. 459/07 of July 12, 2007, created the “Energy Substitution Program” (Programa de Energía Total), which is designed to
mitigate shortages of natural gas and electricity by encouraging industrial users to substitute natural gas and electricity during
the Argentine winter with imported diesel, fuel oil and LPG subsidized by the government. Resolution No. 1451/2008 of the
Department of Federal Planning, Public Investment and Services extended the Energy Substitution Program until
December 31, 2009, and Rule No. 287/08 of the Sub-Secretary of Coordination and Control, issued on December 19, 2008,
approved the general plans for implementation of the Energy Substitution Program for 2009. See “Item 4. Information on the
Company—Regulatory Framework and Relationship with the Argentine Government—Market Regulation—Refined
Products.” Under this program, ENARSA imports diesel, fuel oil, LPG and natural gas that we buy from ENARSA at the
prevailing domestic prices and then sell to consumers in Argentina, mostly at similar prices. As a result, this program has the
effect of increasing our net sales and volumes sold, but is mostly operating income-neutral since we do not earn any
significant margin on products sold under this program. The Energy Substitution Program has recently been extended for the
year 2010.
• Gas Plus. The Argentine Secretariat of Energy, by Resolution S.E. No. 24/2008 of March 13, 2008, created the “Gas Plus”
program to encourage the production of natural gas from newly discovered reserves, new fields and tight gas, among other
sources. Natural gas produced under the Gas Plus program will not be subject to the prices set forth in the Agreement 2007-
2011 regarding the supply of natural gas to the domestic market during the period 2007 through 2011. See “Item 4.
Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Market
Regulation—Natural Gas.”
• Refining and Petroleum Plus Programs. Decree No. 2014/2008 of the Department of Federal Planning, Public Investment
and Services of November 25, 2008, created the “Refining Plus” and the “Petroleum Plus” programs to encourage (a) the
production of diesel fuel and gasoline and (b) the production of crude oil and the increase of reserves through new
investments in exploration and operation. The Argentine Secretariat of Energy, by Resolution S.E. No. 1312/2008 of
December 1, 2008, approved the regulation of these programs. The programs entitle refining companies that undertake the
construction of a new refinery or the expansion of their refining and/or conversion capacity and production companies that
increase their production and reserves within the scope of the program to receive export duty credits to be applied to exports
of products within the scope of Resolution No. 394/2007 and Resolution No. 127/2008 (Annex) issued by the Department of
Economy and Production. In order to be eligible for the benefits of both programs, companies’ plans must be approved by the
Argentine Secretariat of Energy. Our participation in the Petroleum Plus program resulted in a positive contribution to our
net sales in 2009.
Declining export volumes
The exported volumes of many of our hydrocarbon products have declined significantly in recent years, driven mainly by
increasing domestic demand and export restrictions, as well as by declines in production. This shift from exports to domestic sales has
impacted our results of operations as the prices for hydrocarbons in the domestic market have, due to price limitations, generally not
kept pace with international and regional prices.
The table below presents, for the periods indicated, the exported volumes of certain of our principal hydrocarbon products.
Product
Natural gas (mmcm) .....................................................................................................................................
Gasoline (mcm).............................................................................................................................................
Fuel oil (mtn)(1)............................................................................................................................................
Petrochemicals (mtn) ....................................................................................................................................
(1)
Includes bunker sales of 272, 181 and 148 mtn for the years 2009, 2008 and 2007, respectively.
2009
Year Ended December 31,
2008
2007
(units sold)
630
777
828
430
580 1,358
880 1,272
1,138 1,187
689
530
Due to the decreased export product volumes indicated above and increasing export duties, the portion of our net sales
accounted for by exports decreased steadily between 2007 and 2009. Exports accounted for 14.3%, 20.7% and 28.9% of our
consolidated net sales in 2009, 2008 and 2007, respectively.
68
The Argentine government requires companies intending to export crude oil, diesel and LPG to obtain prior authorization from
the Argentine Secretariat of Energy by demonstrating that local demand for those products has been satisfied. Since 2005, because
domestic diesel production has generally not been sufficient to satisfy Argentine consumption needs, exports of diesel have been
substantially restricted.
International oil and gas prices and Argentine export taxes
Since the economic crisis in 2002, in order to prioritize domestic demand, the Argentine government has imposed export taxes
on certain hydrocarbon products. These taxes have increased substantially in the following years as international prices have surged.
For a description of these taxes, see “Item 4. Information on the Company—Regulatory Framework and Relationship with the
Argentine Government—Taxation.” These export taxes have significantly affected the profitability of hydrocarbon exportation. They
have also contributed to a shift away from exports and towards domestic sales, as described in “—Declining export volumes,” and
reduced the export parity prices.
On November 16, 2007, the Ministry of Economy and Production published Resolution 394/2007, modifying the duties on
exports of crude oil and other crude oil derivative products. The new regime provides that when the WTI international price exceeds
the reference price, which is fixed at U.S.$60.9/barrel, the producer shall be allowed to collect at U.S.$42/barrel, with the remainder
being withheld by the Argentine government as an export tax. If the WTI international price is under the reference price but over
U.S.$45/barrel, a 45% withholding rate will apply. If such price is under U.S.$45/barrel, the applicable export tax is to be determined
by the Argentine government within a term of 90 business days. The withholding rate determined as indicated above also currently
applies to diesel, gasoline and other crude derivative products. In addition, the calculation procedure described above also applies to
other petroleum products and lubricants based upon different withholding rates, reference prices and prices allowed to producers. See
“Item 4. Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Market
Regulation.”
Under current law, pursuant to Resolution 394/2007, the maximum export sales price per barrel of oil that companies in
Argentina could realize was U.S.$42, without considering quality price adjustments, while the average international market price per
barrel of WTI was U.S.$61.81 in 2009.
In the first quarter of 2008, Resolution No. 127/2008 of the Ministry of Economy and Production increased export duties
applicable to natural gas to 100%, mandating a valuation basis for the calculation of the duty as the highest price established in any
contract of any Argentine importer for the import of gas. Resolution No. 127/2008 provides with respect to LPG products (including
butane, propane and blends thereof) that if the international price of the relevant LPG product, as notified daily by the Argentine
Secretariat of Energy, is under the reference price established for such product in the Resolution (U.S.$338/m3 for propane,
U.S.$393/m3 for butane and U.S.$363/m3 for blends of the two), the applicable export duty for such product will be 45%. If the
international price exceeds the reference price, the producer shall be allowed to collect the maximum amount established by the
Resolution for the relevant product (U.S.$223/m3 for propane, U.S.$271/m3 for butane and U.S.$250/m3 for blends of the two), with
the remainder being withheld by the Argentine government as an export tax.
See “Item 4. Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Taxation.”
We expect these export tax increases to continue to adversely affect our export net sales and margins in future financial periods,
especially with respect to any exports of natural gas, diesel, gasoline and petrochemical products.
Differences between Argentine and international prices for hydrocarbon products
Prior to the recent decrease in the prices of crude oil and related products, domestic prices for our products had fallen
significantly below international prices as a result of regulatory policies that had resulted in limitations on our ability to increase
domestic prices sufficiently to keep pace with international market prices. The following table sets forth the average prices at which
we sold our principal products in the domestic market (net of taxes passed through to consumers, such as value added and fuel transfer
taxes) for the periods indicated:
Natural gas(2)(3) .................................................................................
Diesel(4)..............................................................................................
Gasoline products(5) ...........................................................................
2009
For the Year Ended December 31,
2008
2007
Peso
244
1,556
1,545
U.S.$(1)
66
419
416
Peso
228
1,322
1,250
U.S.$(1)
72
416
393
Peso
171
1,060
978
U.S.$(1)
54
337
310
(1) Amounts translated from Argentine pesos at the average exchange rate for the period.
(2) Per thousand cubic meters.
(3) Reflects the average of residential prices (which are generally lower than prices to other segments) and industrial prices.
69
(4) Per cubic meter. Does not include sales by Refinor, in which we have a 50% interest and which is proportionally consolidated in
our consolidated financial statements.
(5) Per cubic meter. Does not include sales by Refinor, in which we have a 50% interest, and which is proportionally consolidated
in our consolidated financial statements. The average price shown for each period is the volume-weighted average price of the
various grades of gasoline products sold by us in the domestic market during such period.
The disparity between the prices at which hydrocarbon products have been sold in Argentina and the prevailing international
prices for such products has been mainly due to limitations on our ability to pass increases in international prices of crude oil and
hydrocarbon fuels and adverse exchange rate movements through to domestic prices, or to increase local prices of natural gas (in
particular for residential customers), gasoline and diesel.
In addition, the price at which Bolivia exports natural gas to Argentina (which is purchased by ENARSA) was approximately
U.S.$6.16/mmBtu in December 2009, while the price at which we purchase natural gas from ENARSA was approximately
U.S.$2.431/mmBtu in December 2009 and our average sales price for natural gas in Argentina during 2009 was approximately
U.S.$1.79/mmBtu.
In addition, pursuant to Resolution 599/2007 of the Argentine Secretariat of Energy dated June 14, 2007 (see “Item 4.
Information on the Company—Regulatory Framework and Relationship with the Argentine Government—Market Regulation—
Natural gas”), the Argentine government and gas producers, including us, entered into an agreement for the supply of certain volumes
of gas to each segment of the domestic market during the period 2007 through 2011. Under this agreement, we have supplied a total
volume of approximately 4,700 mmcm of gas in 2009 (representing approximately 32% of our total gas volume sales for such year) to
domestic residential and small commercial consumers at a price of approximately Ps.0.67/mmBtu for that period.
Relative maturity of our oil and gas assets
Argentina’s oil and gas fields are mature and, as a result, our reserves and production are declining as reserves are depleted.
Because we mainly have concessions for mature oil and gas fields that are undergoing natural production declines, it is difficult to
replace our proved reserves from other categories of reserves. In 2009, our estimated proved oil reserves and oil production, without
considering NGL, declined by 4.9% and 5.6%, respectively, over the preceding year, while our estimated proved gas reserves and gas
production declined by 13.8% and 12.2%, respectively, over the same period. In an effort to maintain our high refinery utilization
rates and because of regulatory requirements to supply certain hydrocarbon products to the domestic market, we purchased crude oil
and natural gas from third parties. We expect our oil and gas proved reserves and production rates to continue their decline. See “Item
4. Information on the Company—Exploration and Production—Oil and Gas Reserves” for more information on our proved reserves.
We continue pursuing an initiative, which encompasses comprehensive reviews of our oil and gas fields to identify opportunities
in light of new technologies and to design novel strategies to rejuvenate old fields and optimize the development of new fields in
Argentine basins. Many of our fields have similar characteristics to mature fields in other regions of the world that have achieved
substantially higher recovery factors through the application of new technologies, similar to the ones we are currently evaluating.
Nevertheless, the financial viability of these investments and reserve recovery efforts will generally depend on the prevailing
economic and regulatory conditions in Argentina, as well as the market prices of hydrocarbon products.
We have budgeted approximately U.S.$2.1 billion in investments and capital expenditures for 2010, a significant portion of
which will be dedicated to our exploration and production activities. During the period 2010-2012, we expect to make capital
expenditures of around U.S.$7.2 billion, principally related to our exploration and production projects, including some to increase
recovery rates in our fields.
Cost of sales
Our cost of sales accounted for 67.5%, 68.9% and 65.3% of our consolidated net sales in 2009, 2008 and 2007, respectively.
Our cost of sales increased between 2007 and 2009, mainly as a result of: increased purchases of crude oil from third parties, driven
by our efforts to maintain our high refinery utilization rates in light of our declining production; increased purchases of natural gas and
diesel from third parties; higher labor costs; higher costs related to the renegotiation of certain service contracts; and inflation. Due to
prevailing Argentine price limitations, we were unable to pass some of these cost increases to our customers in the form of higher
hydrocarbon product prices.
Seasonality
Historically, our results have been subject to seasonal fluctuations during the year, particularly as a result of greater natural gas
sales during the winter. After the 2002 devaluation and as a consequence of the natural gas price freeze imposed by the Argentine
government, the use of this fuel has diversified, generating an increase in its long-term demand throughout the year. However, sales of
natural gas are still typically much higher in the winter to the residential sector of the Argentine domestic market, the prices for which
are significantly lower than other sectors of the Argentine market.
70
Critical Accounting Policies
Our accounting policies are described in Notes 1 and 2 to the Audited Consolidated Financial Statements. Argentine GAAP
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and
disclosures of contingent assets and liabilities in our financial statements. Actual results could differ from those estimates. We
consider the following policies to be most critical in understanding the judgments that are involved in preparing our financial
statements and the uncertainties that could impact our results of operations, financial condition and cash flows.
Oil and gas reserves
The estimation of oil and gas reserves is an integral part of the decision-making process about oil and gas assets, such as
whether development should proceed or enhanced recovery methods should be implemented. As further explained below, oil and gas
reserve quantities are used for calculating depreciation of the related oil and gas assets using the unit-of-production rates and also for
evaluating the impairment of our investments in upstream assets.
At YPF, all the assumptions made and the basis for the technical calculations used in the estimates regarding oil and gas proved
reserves are based on the guides and definitions established by Rule 4-10(a) of Regulation S-X promulgated by the SEC.
See “Item 4. Information on the Company—Exploration and Production—Oil and Gas Reserves” for a detailed discussion on
reserves estimates internal control and audits.
We follow the “successful efforts” method of accounting for our 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 expenses.
Occasionally, however, 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 continues 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 are not met, the cost of drilling exploratory wells is charged to expenses.
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, including tangible and intangible costs, have been depreciated by field on
the unit-of-production basis by applying the ratio of produced oil and gas to estimated 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 calculating depreciation.
Capitalized costs related to unproved properties are reviewed periodically by management to ensure that their carrying value
does not exceed their estimated recoverable value.
Impairment of long-lived assets
We assess the recoverability of our held-for-use assets on a business segment basis for Argentine GAAP purposes. With respect
to operations that are held as pending sale or disposal, our policy is to record these assets at amounts that do not exceed net realizable
value.
For Argentine GAAP, held-for-use properties, grouped by business segment, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amounts may not be recoverable. An asset would be impaired if the discounted
cash flows were less than its carrying value.
The impairment of oil and gas producing properties is calculated as the difference between the market value or, if appropriate,
the discounted estimated future cash flows from its proved reserves and unproved reserves, adjusted for risks related to such reserves,
owned at the year end with the net book value of the assets relating thereto. Expected future cash flows from the sale or production of
reserves are calculated considering crude oil prices based on a combination of market forward quotes and standard long-term
projections. The discounted values of cash flows are determined using a reasonable and supportable discount rate based on standard
WACC-CAPM (weighted average cost of capital—capital asset pricing model) assumptions including, if appropriate, a risk premium
related to this type of asset. The estimated cash flows are based on future levels of production, the future commodity prices, lifting and
development costs, estimates of future expenditures necessary with respect to oil and gas reserves, field decline rates, market demand
and supply, economic regulatory conditions and other factors.
71
The impairment of assets corresponding to our Refining and Marketing and Chemicals business segments is calculated as the
difference between the discounted estimated future cash flows from the use of those assets and the net book value of the assets related
thereto. The discounted values of cash flows are determined using a discount rate we believe to be reasonable and supportable based
on standard WACC-CAPM (weighted average cost of capital—capital asset pricing model) assumptions including, if appropriate, a
risk premium related to the type of asset. The estimated cash flows are based on future levels of production, the future estimated prices
of our products and costs, other estimates of future expenditures, estimated useful life of the respective asset, market demand and
supply, economic regulatory conditions and other factors for each business segment.
Charges for impairment may be recognized in our results from time to time as a result of, among other factors, adverse changes
in the recoverable reserves from oil and natural gas fields, and changes in economic regulatory conditions. If proved reserves
estimates were revised downward, net income could be negatively affected by higher impairment charges on the property’s book
value.
Therefore, our management must make reasonable and supportable assumptions and estimates with respect to: (i) the market
value of reserves, (ii) oil fields’ production profiles and future production of refined and chemical products, (iii) future investments,
taxes and costs, (iv) risk factors for unproved reserves which are measured based on the profile and potential of each specific
exploration and production asset, (v) future capital expenditures and useful life for properties corresponding to our Refining and
Marketing and Chemicals business segments, and (vi) future prices, among other factors. As such, any change in the variables used to
prepare such assumptions and estimates may have a significant effect on the impairment tests.
Impact of oil and gas reserves and prices on testing for impairment
Proved oil and gas properties held and used by us are reviewed for impairment whenever events or circumstances indicate that
the carrying amounts may not be recoverable. Impairments are measured by the amount by which the carrying value exceeds its fair
value.
We perform asset valuation analyses on an ongoing basis as a part of our asset management program. In general, we do not view
temporarily low oil prices as a triggering event for conducting the impairment tests. Accordingly, any impairment tests that we
perform make use of our long-term price assumptions for the crude oil and natural gas markets and petroleum products.
Depreciation of oil and gas producing properties
Volumes produced and asset costs are known, while proved reserves have a high probability of recoverability and are based on
estimates that are subject to some variability. The impact of changes in estimated proved reserves is treated prospectively by
depreciating the remaining book value of the assets over the future expected production, affecting the following year’s net income. In
2009, 2008 and 2007 we recorded depreciation of fixed assets associated with hydrocarbon reserves amounting to Ps.4,019 million,
Ps.4,058 million and Ps.3,564 million, respectively.
Asset retirement obligations
Future 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 same estimated
value of the discounted payable amounts. Future estimated retirement obligations and removal costs are based on management’s best
estimate of the time that the event will occur and the assertion of costs to be incurred upon the retirement or removal of the asset.
Asset removal technologies and costs, as well as political, environmental, safety and other requirements and public expectations, are
frequently changing. Consequently, the timing and future cost of dismantling and abandonment are subject to significant modification.
As such, any change in variables used to prepare such assumptions and estimates can have, as a consequence, a significant effect on
the liability and the related capitalized asset and future charges related to the retirement obligations. Future obligations are reviewed
upon consideration of the current costs incurred in abandonment obligations on a field-by-field basis or other external available
information if abandonment obligations were not performed. Due to the number of the wells in operation and/or not abandoned and
the complexity with respect to different geographic areas where the wells are located, the current costs incurred in plugging are
extrapolated to the wells pending abandonment. Management believes that current plugging costs incurred are the best source of
information at the end of each fiscal year to estimate asset retirement obligations for wells.
Environmental liabilities, litigation and other contingencies
Environmental liabilities are recorded when environmental assessments and/or remediation are probable, material and can be
reasonably estimated. Such estimates are based on either detailed feasibility studies of remediation approach and cost for individual
sites, or on our estimate of costs to be incurred based on historical experience and available information for the stage of assessment
and/or remediation of each site. As additional information becomes available regarding each site or as environmental standards
change, we revise our estimate of costs to be incurred in environmental assessment and/or remediation.
72
Reserves are established to cover litigation and other contingencies, including counsel fees and judicial expenses, which are
probable and can be reasonably estimated. The final costs arising from litigation and other contingencies may vary from our estimates
due to changes in laws or differing interpretations of laws, the issuance of court decisions or other opinions and final assessments of
the amount of claims. Changes in the facts or circumstances related to these types of contingencies, as well as the future outcome of
these disputes, can have, as a consequence, a significant effect on the reserves for litigation and other contingencies recorded.
U.S. GAAP reconciliation
The recurrent difference between our net income under Argentine GAAP and our net income under U.S. GAAP for the years
ended December 31, 2009, 2008 and 2007 is primarily due to the remeasurement into functional currency and translation into
reporting currency, the elimination of the inflation adjustment into Argentine constant pesos, the effects of the reorganization of
entities under common control, the impairment of long-lived assets, capitalization of financial expenses, accounting for assets
retirement obligations, proportional consolidation of investments in jointly controlled companies, and the consolidation of variable
interest entities.
Under Argentine GAAP, financial statements are presented in constant Argentine pesos (“reporting currency”). Foreign
currency transactions are recorded in Argentine pesos by applying to the foreign currency amount the exchange rate between the
reporting and the foreign currency at the date of the transaction. Exchange rate differences arising on monetary items in foreign
currency are recognized in the income statement of the period.
Under U.S. GAAP, a definition of the functional currency is required which may differ from the reporting currency.
Management has determined, for us and certain of our subsidiaries and investees, the U.S. dollar to be the functional currency in
accordance with ASC 830. Therefore, we have re-measured into U.S. dollars the Audited Consolidated Financial Statements as of
December 31, 2009, 2008 and 2007, in each case prepared in accordance with Argentine GAAP by applying the procedures specified
in ASC 830. The objective of the re-measurement process is to produce the same results that would have been reported if the
accounting records had been kept in the functional currency. Accordingly, monetary assets and liabilities are re-measured at the
balance sheet date (current) exchange rate. Amounts carried at prices in past transactions are re-measured at the exchange rates in
effect when the transactions occurred. Revenues and expenses are re-measured on a monthly basis at the average rates of exchange in
effect during the period, except for consumption of non-monetary assets, which are re-measured at the rates of exchange in effect
when the respective assets were acquired. Translation gains and losses on monetary assets and liabilities arising from the re-
measurement are included in the determination of net income (loss) in the period such gains and losses arise. Furthermore, for certain
of our subsidiaries and investees, we have determined the Argentine peso as the functional currency. Translation adjustments resulting
from the process of translating the financial statements of subsidiaries that use peso as their functional currency into YPF’s functional
currency (U.S. dollars) are accounted for in other comprehensive income (“OCI”), as a component of shareholders’ equity.
The amounts obtained from the re-measurement process referred to above are translated into Argentine pesos under the
provisions of ASC 830. Assets and liabilities are translated at the current selling exchange rate of Ps.3.80, Ps.3.45 and Ps.3.15 to
U.S.$1.00, as of December 31, 2009, 2008 and 2007, respectively. Revenues, expenses, gains and losses reported in the income
statement are translated at the exchange rate existing at the time of each transaction or, if appropriate, at the weighted average of the
exchange rates during the period. Translation effects of exchange rate changes are included as a cumulative translation adjustment in
shareholders’ equity. For the years ended December 31, 2009, 2008 and 2007, the re-measurement into functional currency and the
translation into reporting currency decreased net income determined according to Argentine GAAP by Ps.1,478 million, Ps.1,230
million and Ps.1,513 million, respectively.
Under Argentine GAAP, we have proportionally consolidated, net of intercompany transactions, assets, liabilities, net sales, cost
and expenses of investees in which joint control is held. Under U.S. GAAP, these investees are accounted for by the equity method.
The proportional consolidation mentioned above generated an increase of Ps.820 million, Ps.648 million and Ps.486 million and in
total assets and total liabilities as of December 31, 2009, 2008 and 2007, respectively, and an increase of Ps.1,433 million, Ps.1,770
million and Ps.1,350 million in net sales and Ps.551 million, Ps.681 million and Ps.690 million in operating income for the years
ended December 31, 2009, 2008 and 2007, respectively.
Under Argentine GAAP, in order to perform the recoverability test, long-lived assets are grouped with other assets at business
segment level, and they would be impaired if the discounted cash flows, considered at business segment level, were less than its
carrying value. With respect to assets that were held pending sale or disposal, our policy was to record these assets on an individual
basis at amounts that did not exceed net realizable value.
Under U.S. GAAP, until December 31, 2008, we performed the impairment test on proved oil and gas properties on an
individual field basis. From January 2009, we have reassessed our proved oil and gas properties’ grouping, as a consequence of certain
regulatory developments that have been implemented in Argentina during recent periods that have also affected our operations, as
described in “Item 4. Information on the Company—Regulatory Framework and Relationship with the Argentine Government.” As a
consequence of this reassessment, from January 1, 2009, oil properties are grouped into an unique cash generating unit and gas
73
properties are grouped by basin, considering logistics restrictions. Impairment charges recorded through December 31, 2008, have not
been reversed, and the modification in the long-lived asset grouping has therefore not had any effect on our results of operations for
the period ended December 31, 2009. Other long-lived assets are aggregated, so that the discrete cash flows produced by each group
of assets may be separately analyzed. Each asset is tested following the guidelines of ASC 360, by comparing the net book value of
such an asset with the expected undiscounted cash flow. Impairment losses are measured as the amount by which the carrying amount
of the assets exceeds the fair value of the assets. When market values are not available, we estimate them using the expected future
cash flows discounted at a rate commensurate with the risks associated with the recovery of the assets. There were no impairment
charges under U.S. GAAP for the fiscal year ended December 31, 2009. The accumulated adjustments under U.S. GAAP of the
impairment provisions as of December 31, 2009, 2008 and 2007 were Ps.498 million, Ps.613 million and Ps.554 million, respectively,
mainly corresponding to our Exploration and Production segment. Additional impairment charges under U.S. GAAP amounted to
Ps.124 million and Ps.180 million for the years ended December 31, 2008 and 2007, respectively. The impairment recorded in 2008
and 2007 was mainly the result of a decrease in oil and gas reserves affecting certain long-lived assets of our Exploration and
Production business segment. See “Item 4. Information on the Company—Exploration and Production.” The adjusted basis after
impairment resulted in lower depreciation under U.S. GAAP by Ps. 173 million, Ps.119 million and Ps.132 million for the years ended
December 31, 2009, 2008 and 2007, respectively.
Under U.S. GAAP, only interest expense on qualifying assets must be capitalized, regardless of the asset’s construction period.
Under Argentine GAAP, for those assets that necessarily take a substantial period of time to get ready for its intended use, borrowing
costs (including interest and exchange differences) should be capitalized. Accordingly, borrowing costs for those assets whose
construction period exceeds one year have been capitalized, provided that such capitalization does not exceed the amount of financial
expense recorded in that period or year.
Under U.S. GAAP, ASC 410 addresses financial accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement cost. The standard applies to the legal obligation associated with the
retirement of long-lived assets that results from the acquisition, construction, development and normal use of the asset. ASC 410
requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred, if a
reasonable estimate of fair value can be made. The asset retirement obligations liability is built up in cash flow layers, with each layer
being discounted using the discount rate as of the date that the layer was created. Remeasurement of the entire obligation using current
discount rates is not permitted. Each cash flow layer is added to the carrying amount of the associated asset. This additional carrying
amount is then depreciated over the life of the asset. The liability is increased due to the passage of time based on the time value of
money (“accretion expense”) until the obligation is settled. Argentine GAAP is similar to ASC 410, except for a change in the
discount rate is treated as a change in estimates, so the entire liability must be recalculated using the current discount rate, being the
change added or reduced from the related asset.
Under U.S. GAAP, results on sales of noncurrent assets to entities under common control (that is, in our case, to companies that
comprise Repsol YPF) and the corresponding accounts receivable are eliminated and related accounts receivables are considered as a
capital (dividend) transaction. Under Argentine GAAP, these results and the corresponding accounts receivable are recognized in the
statement of income and the balance sheet, respectively.
YPF Holdings has a non-contributory defined-benefit pension plan and postretirement and postemployment benefits. On
December 31, 2006, under U.S. GAAP, the company adopted the Statement of Financial Accounting Standards (“SFAS”) No. 158
(currently included in ASC 715). Under provisions of ASC 715, the company fully recognized the underfunded status of defined-
benefit pension and postretirement plans as a liability in the financial statements, reducing the company’s shareholders’ equity through
the accumulated OCI account. Unrecognized gains and losses are recognized in the income statement during the expected average
remaining working lives of the employees participating in the plans and the life expectancy of retired employees. Under Argentine
GAAP, as of December 31, 2009, the actuarial losses and gains are charged to the “Other income/(expense), net” account of the
statement of income. As of December 31, 2008 and 2007, the unrecognized actuarial losses and gains generated since December 31,
2003 were disclosed net of the present value of the obligation and were recognized in the statement of income during the expected
average remaining service period of the employees participating in the plans and the life expectancy of the retired employees. The
effect on net income related to the change in the accounting recognition criteria for losses and gains due to changes in actuarial
assumptions for the years ended December 31, 2008 and 2007, is not material. For a more detailed discussion of the most significant
differences between Argentine GAAP and U.S. GAAP, please refer to Notes 13, 14 and 15 to the Audited Consolidated Financial
Statements.
Principal Income Statement Line Items
The following is a brief description of the principal line items of our income statement.
74
Net sales
Net sales include primarily our consolidated sales of unrefined and refined fuel and chemical products net of the payment of
applicable fuel transfer taxes, turnover taxes and custom duties on exports. Royalty payments required to be made to a third party,
whether payable in cash or in kind, which are a financial obligation, or are substantially equivalent to a production or similar tax, are
accounted for as a cost of production and are not deducted in determining net sales. See “Item 4. Information on the Company—
Exploration and Production—Oil and gas production, production prices and production costs” and Note 2 (f) to the Audited
Consolidated Financial Statements.
Cost of sales
The following table presents, for each of the years indicated, a breakdown of our consolidated cost of sales by category:
Inventories at beginning of year...........................................................................................................
Purchases for the year ..........................................................................................................................
Production costs(1) ..............................................................................................................................
Holding (losses)/gains on inventories ..................................................................................................
Inventories at end of year.....................................................................................................................
Cost of sales .........................................................................................................................................
3,449
5,873
For the Year Ended December 31,
2007
2008
2009
(in millions of pesos)
2,573
8,547
16,932 15,866
476
(3,449)
23,177 24,013
1,697
6,637
12,788
451
(2,573)
19,000
(11)
(3,066)
(1) The table below presents, for each of the years indicated, a breakdown of our consolidated production costs by category:
Salaries and social security taxes .........................................................................................................
Fees and compensation for services .....................................................................................................
Other personnel expenses.....................................................................................................................
Taxes, charges and contributions .........................................................................................................
Royalties and easements.......................................................................................................................
Insurance ..............................................................................................................................................
Rental of real estate and equipment......................................................................................................
Depreciation of fixed assets .................................................................................................................
Industrial inputs, consumable material and supplies ............................................................................
Operation services and other service contracts.....................................................................................
Preservation, repair and maintenance...................................................................................................
Contractual commitments.....................................................................................................................
Transportation, products and charges...................................................................................................
Fuel, gas, energy and miscellaneous ....................................................................................................
Total .....................................................................................................................................................
For the Year Ended December 31,
2007
2008
2009
(in millions of pesos)
1,072
212
352
284
2,396
131
397
4,573
611
1,101
2,400
61
954
1,322
15,866
824
174
283
226
1,989
106
331
3,989
535
535
1,674
596
790
736
12,788
1,245
189
359
277
2,516
176
449
4,610
631
1,810
2,176
139
927
1,428
16,932
Other income/(expense), net
Other income/(expense), net principally include credits and charges for pending lawsuits and other claims, provisions for
environmental remediation and provisions for defined benefit pension plans and other post-retirement benefits.
Finance income/(expense), net and holding (losses)/gains
Finance income/(expense), net and holding (losses)/gains consist of the net of gains and losses on interest paid and interest
earned, currency exchange differences and the periodic revaluation of inventories.
Taxes
The statutory corporate income tax rate in Argentina was 35% during each of the periods presented in this annual report. Our
effective tax rates for the periods discussed in this annual report exceed the Argentine corporate income tax rate mainly due to the
non-deductibility of the amortization of the effect of inflation indexation on fixed assets, along with other minor effects. See Note 3(j)
to the Audited Consolidated Financial Statements.
75
Results of Operations
Consolidated results of operations for the years ended December 31, 2009, 2008 and 2007
The following table sets forth certain financial information as a percentage of net sales for the years indicated.
Net sales.....................................................................................................................................................
Cost of sales ...............................................................................................................................................
Gross profit ................................................................................................................................................
Administrative expenses ............................................................................................................................
Selling expenses.........................................................................................................................................
Exploration expenses .................................................................................................................................
Operating income.......................................................................................................................................
2009
Year Ended December 31,
2008
(percentage of net sales)
2007
100.0 100.0
(68.9)
31.1
(3.0)
(7.1)
(2.0)
19.1
(67.5)
32.5
(3.2)
(7.3)
(1.6)
20.4
100.0
(65.3)
34.7
(2.8)
(7.3)
(1.8)
22.9
The tables below present, for the years indicated, volume and price data with respect to our sales of our principal products in the
domestic and export markets, respectively. The data presented below does not include sales by Compañía Mega S.A. (Mega), Refinor
or Profertil, jointly controlled companies in which we have 38%, 50% and 50% interests, respectively, and which are proportionally
consolidated in our consolidated financial statements. Mega contributed, after consolidation adjustments, 0.7%, 0.9%, and 1.6%,
respectively, of our consolidated net sales for 2009, 2008 and 2007. Refinor contributed, after consolidation adjustments, 1.7%, 1.4%,
and 1.5%, respectively, of our consolidated net sales for 2009, 2008 and 2007. Profertil contributed, after consolidation adjustments,
2.0%, 2.8%, and 1.5%, respectively, of our consolidated net sales for 2009, 2008 and 2007.
Domestic Market
2009
Year Ended December 31,
2008
Product
Units sold
Natural gas ........................ 14,238 mmcm
7,733 mcm
Diesel(2)............................
3,382 mcm
Gasoline ............................
529 mtn
Fuel oil(3)..........................
678 mtn
Petrochemicals ..................
Units sold
Average price
per unit(1)
(in pesos)
244/mcm 15,864 mmcm
8,285 mcm
1,556/m3
3,054 mcm
1,545/m3
931 mtn
1,246/ton
676 mtn
1,538/ton
2007
Units sold
Average price
per unit(1)
(in pesos)
228/mcm 16,771 mmcm
1,322/m3
8,352 mcm
1,250/m3
2,691 mcm
1,304/ton
910 mtn
2,143/ton
754 mtn
Average price
per unit(1)
(in pesos)
171/mcm
1,060/m3
978/m3
961/ton
1,510/ton
(1) Average prices shown are net of applicable domestic fuel transfer taxes payable by consumers.
(2)
(3)
Includes 59 mcm sold under the Energy Substitution Program in 2007.
Includes 298 mtn sold under the Energy Substitution Program in 2008 and 220 mtn in 2007.
Export Market
Product
Units sold
2009
Average price
per unit(1)
(in pesos)
Year Ended December 31,
2008
Units sold
Average price
per unit(1)
(in pesos)
2007
Units sold
Average price
per unit(1)
(in pesos)
Natural gas ........................
Gasoline ............................
Fuel oil ..............................
Petrochemicals(2)..............
630 mmcm
777 mcm
828 mtn
430 mtn
1,427/mcm
1,331/m3
1,384/ton
1,887/ton
580 mmcm
1,058 mcm
1,138 mtn
530 mtn
1,271/mcm 1,358 mmcm
1,403 mcm
1,187 mtn
689 mtn
1,989/m3
1,495/ton
2,563/ton
354/mcm
1,584/m3
1,175/ton
2,249/ton
(1) Average prices shown are gross of applicable export withholding taxes payable by us, and, as a result, may not be indicative of
amounts recorded by us as net sales. See “—Factors Affecting Our Operations—International oil and gas prices and Argentine
export taxes” for more information on the export tax withholding rates applicable to our principal products.
Includes exports of refined paraffinic.
(2)
76
Net sales
Net sales in 2009 were Ps.34,320 million, representing a 1.6% decrease compared to Ps.34,875 million in 2008. This decrease
was primarily attributable to a decline in the average prices and volumes of exported products, resulting from the negative economic
trend which affected global trading since the second half of 2008, as well as the decrease in the volume of diesel sold in the domestic
market due to lower demand during 2009 as a result of the economic slowdown. Commodity prices in general were strongly affected
in 2009, and the average price per barrel of WTI decreased by approximately 38% compared to 2008. As a result, the price of certain
products sold in the domestic market, which track international prices (such as LPG, aviation fuel, and certain petrochemicals), also
decreased. See “—Results of operations by business segment for the years ended December 31, 2009, 2008 and 2007—Refining and
Marketing”. In addition, demand for fertilizers in the domestic market decreased, particularly in the first half of 2009. These decreases
were mostly offset by increases in the average domestic prices of diesel and gasoline, the higher volume of gasoline sold in the
domestic market and income recorded under the Petroleum Plus Program, resulting from the efforts we have made within the scope of
the program and which allowed us to maintain our commitment towards the fulfillment of domestic demand.
Net sales in 2008 were Ps.34,875 million, representing a 19.8% increase compared to Ps.29,104 million in 2007. This increase
was primarily attributable to increases in the average domestic prices of diesel (24.7%) and gasoline (27.8%), as well as a 33%
increase in the average price of natural gas sold in the domestic market. The increase in volume of gasoline sold in the domestic
market (13.5%) also contributed to this increase. In addition, there were significant price increases in other products, such as jet fuel
and aviation gasoline, both in the domestic and export markets. As a result, our domestic sales increased 33.5% to Ps.27,647 million in
2008 from Ps.20,704 million in 2007. These increases were partially offset by higher export taxes attributable to the application of
Resolution 394/2007, which resulted in an increase, year over year, of approximately Ps.2,470 million in export taxes applicable to
petrochemical and refined products. Export net sales declined by 13.9% to Ps.7,228 million in 2008 from Ps.8,400 million in 2007, as
a result of higher export taxes and declines in the exported volumes of natural gas, gasoline and crude oil (which decreased 57%, 31%
and 24%, respectively), partially offset by an increase in international gasoline and diesel prices. Our export sales in both periods were
made mainly to the United States and Brazil.
For further information on our net sales for the periods discussed above, see “—Results of operations by business segment for
the years ended December 31, 2009, 2008 and 2007.”
Cost of sales
Cost of sales in 2009 was Ps.23,177 million, compared to Ps.24,013 million in 2008, representing a 3.5% decrease, which was
mainly attributable to a decrease in the volume of products purchased from third parties, particularly diesel and fertilizers, in line with
the decreased demand for these products, and crude oil. Strikes in the Southern region of Argentina in the second quarter of 2008
adversely affected our oil production and our margins in that year as a result of the higher volume of products purchased from third
parties, whereas strikes in the third quarter of 2009 had a smaller impact on our margins.
Cost of sales in 2008 was Ps.24,013 million, compared to Ps.19,000 million in 2007, representing a 26.4% increase, which was
mainly attributable to a 21% increase in the volume of crude oil purchased from third parties, driven by our efforts to maintain our
high refinery utilization rates notwithstanding our declining production. Increased volumes of crude oil purchases from third parties
adversely affect our margins because we lose the margin earned on our internal exploration and production activities. In addition,
depreciation of fixed assets increased 15.4%, mainly as a result of increased asset values attributable to (i) increased assets (principally
related to our Exploration and Production business segment) subject to depreciation in 2008, and (ii) higher capitalized well
abandonment obligations during the first semester of 2008, according to the new estimates performed as of that time based on new
information concerning future costs associated with those activities, which began to be depreciated in the second half of 2008 based
on the unit of production method. Salaries and social security taxes, maintenance costs, contract services and certain other production
costs also increased significantly, driven mainly by inflation and the renegotiation of certain labor and service contracts.
Selling expenses
Our selling expenses were Ps.2,490 million in 2009, Ps.2,460 million in 2008 and Ps.2,120 million in 2007, representing an
increase of 1.2% from 2008 to 2009 and an increase of 16.0% from 2007 to 2008. These higher costs in 2009 were a result of
increases in operation services and other service contracts, including the refurbishing of our service stations to fit them for the sale of
our new low-sulfur diesel (Euro Diesel), preservation, repair and maintenance and, to a lesser extent, rental of real estate and
equipment. The increase in costs in 2008 was due mainly to the increase in the volume of gasoline sold in the domestic market, which
was sold mainly through service stations and resulted in higher logistics costs for us, the increase in our net sales, which determines
the amount of transaction taxes we pay in connection with them (a transaction tax of 0.6% or, in certain instances, a different rate is
levied on debits and credits in bank accounts).
77
Operating income
Operating income in 2009 was Ps.6,999 million, compared to Ps.6,665 million in 2008, representing a 5% increase, due to the
factors described above.
Operating income in 2008 was Ps.6,665 million, compared to Ps.6,657 million in 2007, representing a slight increase of 0.1%.
Our operating margins (operating income divided by net sales) were 20.4%, 19.1% and 22.9% in 2009, 2008 and 2007,
respectively. Increased volumes of crude oil purchases in 2008 and 2007 adversely affected our margins because we lost the margin
earned on our internal exploration and production activities.
Other income/(expense), net
Other income, net amounted to Ps.159 million in 2009 compared to other expenses, net of Ps.376 million in 2008, due mainly
to: (i) lower expenses related to environmental obligations of our wholly controlled subsidiary YPF Holdings, which in 2008 entered
into an agreement for the remediation of a portion of the Passaic River, as mentioned in Note 10 (a) to our Audited Consolidated
Financial Statements; (ii) recoveries related to certain claims, as a result of their reassessment in light of new developments in our
legal proceedings; (iii) income derived from insurance coverage in compensation for certain damages that we suffered in our facilities,
and; (iv) certain recoveries from insurance claims related to Profertil, our jointly controlled entity. See Note 3(i) to our Audited
Consolidated Financial Statements.
Other expenses, net decreased 14.4% to Ps.376 million in 2008 from Ps.439 million in 2007, mainly as a result of decreased
provisions for lawsuits, partially offset by increased environmental obligations, due mainly to new information which became
available during 2008. See Note 3(i) to our Audited Consolidated Financial Statements.
Financial income/(expense), net and holding gains/(losses)
In 2009, financial expense, net and holding losses, increased to Ps.1,242 million, from Ps.174 million in 2008. The increase was
mainly due to higher interest expense from loans attributable to our increased indebtedness and a slight decline in the value of our
inventories in 2009 (whereas the value of our inventories increased in 2008). In addition, we suffered from higher net negative
exchange rate differences resulting from the depreciation of the Argentine peso against the U.S. dollar, as our outstanding liabilities
denominated in U.S. dollars exceed our assets denominated in U.S. dollars.
In 2008, financial expense, net and holding gains was Ps.174 million, compared to financial income, net and holding gains of
Ps.518 million in 2007. These negative results were attributable mainly to lower interest earnings resulting from our decreased
financial investments, the increase of interest expense from loans attributable to our increased indebtedness in 2008 compared to 2007,
and negative exchange rate differences due to the depreciation of the peso against the US dollar.
Taxes
Income tax expense in 2009 decreased 5.9% to Ps.2,408 million from Ps.2,558 million in 2008. The effective income tax rates
for 2009 and 2008 were 40.9% and 41.3%, respectively, compared to the statutory income tax rate of 35%.
Income tax expense in 2008 decreased 7.3% to Ps.2,558 million from Ps.2,758 million in 2007. The effective income tax rates
for 2008 and 2007 were 41.3% and 40.3%, respectively, compared to the statutory income tax rate of 35%.
Our effective tax rates exceed the Argentine corporate income tax rate due to the negative results from YPF Holdings, which did
not give rise to a tax credit or deduction under Argentine law because YPF Holdings is a foreign company. In addition, the deferred
tax assets generated by YPF Holdings’ losses have been fully provisioned because there is no expectation that YPF Holdings will be
able to make use of any such tax benefits in future periods. The non-deductibility of the amortization of the effect of inflation
indexation on fixed assets, which is not deductible from income tax under prevailing Argentine tax legislation, also contributed to our
higher effective tax rates. See Note 3(j) to the Audited Consolidated Financial Statements.
Net income
Net income for 2009 was Ps.3,486 million, compared to Ps.3,640 million in 2008, a decrease of 4.2%. This decrease is mainly
attributable to the increase in financial expense described above.
Net income for 2008 was Ps.3,640 million, compared to Ps.4,086 million in 2007, a decrease of 10.9%. This decrease is mainly
attributable to the decline in the financial income described above.
78
Results of operations by business segment for the years ended December 31, 2009, 2008 and 2007
The following table sets forth net sales and operating income for each of our lines of business for the years ended December 31,
2009, 2008 and 2007:
Net sales(1)
Exploration and Production(2)
To unrelated parties .................................................................................................................
To related parties .....................................................................................................................
Intersegment sales and fees(3).................................................................................................
Total Exploration and Production ..................................................................................
Refining and Marketing
To unrelated parties .................................................................................................................
To related parties .....................................................................................................................
Intersegment sales and fees .....................................................................................................
Total Refining and Marketing........................................................................................
Chemicals
To unrelated parties .................................................................................................................
Intersegment sales and fees .....................................................................................................
Total Chemicals .............................................................................................................
Corporate and Other
To unrelated parties .................................................................................................................
Intersegment sales and fees .....................................................................................................
Total corporate and others .............................................................................................
For the Year Ended December 31,
2007
2008
2009
(in millions of pesos)
4,757
751
14,473
19,981
25,733
627
1,202
27,562
4,016
939
12,663
17,618
25,364
1,508
1,145
28,017
1,932
1,105
3,037
2,829
1,094
3,923
520
350
870
219
461
680
3,288
724
14,056
18,068
20,375
2,045
1,858
24,278
2,563
892
3,455
109
440
549
Less intersegment sales and fees.......................................................................................................
Total net sales(4)...............................................................................................................................
Operating income (loss)
Exploration and Production.....................................................................................................
Refining and Marketing...........................................................................................................
Chemicals ................................................................................................................................
Corporate and Other ................................................................................................................
Consolidation adjustments ......................................................................................................
Total operating income ..................................................................................................
(17,130)
34,320
(15,363)
34,875
(17,246)
29,104
5,379
1,896
559
(820)
(15)
6,999
3,315
3,089
1,178
(815)
(102)
6,665
5,679
1,234
500
(620)
(136)
6,657
(1) Net sales are net to us after payment of a fuel transfer tax, turnover tax and custom duties on exports. Royalty payments required
to be made to a third party, whether payable in cash or in kind, which are a financial obligation, or are substantially equivalent to
a production or similar tax, are accounted for as a cost of production and are not deducted in determining net sales. See “Item 4.
Information on the Company—Exploration and Production—Oil and gas production, production prices and production costs”
and Note 2 (f) to the Audited Consolidated Financial Statements.
Includes exploration and production operations in Argentina and the United States.
Intersegment sales of crude oil to Refining and Marketing are recorded at transfer prices that reflect our estimates of Argentine
market prices.
(2)
(3)
(4) Total net sales include export sales of Ps.4,904, Ps.7,228 million and Ps.8,400 million for the years ended December 31, 2009,
2008 and 2007, respectively. The export sales were mainly to the United States and Brazil.
79
Exploration and Production
Exploration and Production net sales in 2009 were Ps.19,981 million, representing a 13.4% increase from Ps.17,618 million in
2008. Intersegment net sales (substantially all of which relate to intersegment sales of crude oil) increased by Ps.1,810 million in 2009,
mainly as a result of a 19% increase in the average intersegment price in pesos of a barrel of oil (1% increase in U.S. dollars), which
was partially offset by a 1.7% decrease in the volumes transferred. Net sales in 2009 were also strengthened by the income recorded
pursuant to the Petroleum Plus Program and a 7.0% increase in the domestic price of natural gas mainly attributable to price increases
for gas sold to industrial customers and thermal power plants in the domestic market during 2009, which were partially offset by a
decrease in the price of natural gas sold to our jointly controlled company, Mega, which is set according to international parameters
and therefore decreased in line with the WTI price. Natural gas exported volumes remained low in 2009 due to the restrictions we are
subject to. Export taxes remained relatively stable in 2009 compared with 2008.
Exploration and Production operating income increased 62% to Ps.5,379 million in 2009 from Ps.3,315 million in 2008, as a
result of the increase in inter-segment crude oil prices, and the income recorded pursuant to the Petroleum Plus Program, as explained
above. This was partially offset by a 2.1% increase in segment operating expenses, which was mainly due to increases in the prices of
service contracts resulting from general costs increase, and an increase in royalties paid by Ps.121 million, due to the higher value,
expressed in pesos at the wellhead (used as the basis for calculation of such royalties), of hydrocarbons produced (mainly as a result of
the 10.1% peso depreciation against the U.S. dollar compared to December 31, 2008).
Average oil production during 2009 decreased 3.5% to 302 thousand barrels per day from 313 thousand barrels per day in 2008.
Natural gas production in 2009 decreased 11.9% to 1,470 mmcf/d from 1,658 mmcf/d in 2008. These declines were mainly
attributable to the natural decline in the production curve resulting from the continuing overall maturity of our fields, and the decline
in natural gas demand from industrial customers and thermal power plants.
Exploration and Production net sales in 2008 were Ps.17,618 million, representing a 2.5% decrease from Ps.18,068 million in
2007. Intersegment sales to Refining and Marketing, substantially all of which were crude oil sales, decreased Ps.1,393 million in
2008. This variation was due to a 6.3% decrease in the volume of crude oil sales that resulted mainly from a decline in our production
attributable to the strikes that affected our operations in the Southern region of Argentina, and the increasing maturity of our fields, as
well as a 6% decrease in intersegment oil prices in 2008 compared to 2007. This decrease in intersegment oil prices was due to our
consideration of the effect of Resolution 394/2007, which among other things, established certain reference prices for crude oil. These
effects were partially offset by a 33.3% increase in the average price of natural gas sold in the domestic market, due mainly to
increases in the price of natural gas sold to industrial customers and thermal power plants, during 2008.
Exploration and Production operating income declined 41.6% to Ps.3,315 million in 2008 from Ps.5,679 million in 2007, due to
the above-mentioned decline in crude oil sales volumes and to higher operating expenses. Segment operating expenses increased
15.4% due to significant increases in contract works and services, driven mainly by cost increases in service contracts due to inflation
and the high oil prices that prevailed during a significant part of the year. Additionally, we recorded a Ps.495 million, or 13.7%,
increase in depreciation of fixed assets mainly due to the increase in assets subject to depreciation resulting mainly from higher capital
expenditures, as well as increased well abandonment obligations.
Average oil production during 2008 decreased 4.9% to 313 thousand barrels per day from 329 thousand barrels per day in 2007.
Natural gas production in 2008 decreased 4.7% to 1,658 mmcf/d from 1,740 mmcf/d in 2007. These declines were attributable to the
natural decline in the production curve resulting from the continuing overall maturity of our fields and the strikes that took place in the
Southern region of Argentina during the first half of 2008.
Refining and Marketing
Refining and Marketing net sales in 2009 were Ps.27,562 million, 1.6% lower than the Ps.28,017 million in net sales recorded in
2008. This decrease was mainly attributable to the sharp decreases in international prices for substantially all of our exported refined
products, a decrease in the volumes of gasoline sold by us in the export market (11.7%), and a decline in the volumes of diesel sold in
the domestic market (6.7%). These decreases were partially offset by an increase in the average domestic prices of diesel and gasoline
(of 17.7% and 23.6%, respectively), as well as a 10.7% increase in the volume of gasoline sold domestically. Notwithstanding the
increase in the average domestic prices of diesel and gasoline, domestic prices for our products remained below average international
prices. In addition, the domestic prices of certain refined products that tend to track international prices, such as aviation fuel and
LPG, decreased in 2009.
Refining and Marketing operating profit decreased 38.6% to Ps.1,896 million in 2009 from Ps.3,089 million in 2008. This
decrease was mainly due to the aforementioned decline in international prices. In addition, purchases of crude oil, which account for
approximately 90% of the segment’s operating costs, were made at a price which was on average 19% higher in Argentine pesos than
the previous year (although it was less than 1% higher when measured in U.S. dollars). Further, refining costs (excluding crude oil
purchase and transport costs) increased by approximately 17%, mainly due to the higher costs of energy and increases in operation
services and service contract costs, as well as higher depreciation costs arising from an increase in assets that commenced operations.
Refining cost per barrel, which we calculate as the segment’s production costs for the period less crude oil purchase costs, divided by
the number of barrels produced during the period, was Ps.14.8 in 2009, compared to Ps.12.7 in 2008.
80
Refinery output in 2009, including 50% of Refinor’s output (we own 50% of Refinor), reached 310 thousand barrels per day,
representing a 5.4% decrease compared to 328 thousand barrels per day processed in 2008. The decrease is mainly a result of planned
overhauls in our refineries, as well as external factors which affected our operations such as strikes related to the transport services
used to receive crude oil supplies.
Refining and Marketing net sales in 2008 were Ps.28,017 million, 15.4% higher than the Ps.24,278 million in net sales recorded
in 2007. This increase was mainly attributable to increases in average prices of diesel and gasoline sold in the domestic market (24.7%
and 27.8%, respectively), the segment’s two principal products, as well as a 13.5% increase in the volume of gasoline sold in the
domestic market. Notwithstanding the aforementioned increases, average prices of domestic sales remained lower than international
prices. Diesel volumes sold in the domestic market decreased slightly (0.8%). Our increased domestic sales were partially offset by
lower volumes of exported gasoline (which decreased by 30.9%).
Refining and Marketing operating profit increased to Ps.3,089 million in 2008, from Ps.1,234 million in 2007. This increase was
due to the above-mentioned increase in the domestic price of diesel and increases in domestic prices and volumes of gasoline sales. A
6% decrease in the average price paid for crude oil to our Exploration and Production business segment was the result of considering
the effect of Resolution 394/2007, which established certain reference prices for crude oil, in calculating our intersegment oil prices.
Purchases of crude oil accounted for approximately 90% of the segment’s operating costs. In addition there was a 17% increase in
refining costs (excluding crude oil purchase and transport costs), mainly due to higher contract service costs as a result of the
renegotiation of certain service contracts and inflation adjustments, as well as the increase of crude oil purchases from third parties
driven by our efforts to maintain our high refinery utilization rates. The price of crude oil purchased from third parties was higher than
our intersegment price principally due to the generally higher quality of the crude oil purchased, compared to the crude oil basket
considered in setting our internal transfer price. Additionally, the segment’s operating profit was affected by the implementation in
November 2007 of a new regime for withholding rates on exports, which significantly decreased our margins on the export sales of
many hydrocarbon products. Refining cost per barrel, which we calculate as the segment’s cost of sales for the period less crude oil
purchase costs, divided by the number of barrels produced during the period, was Ps.12.7 in 2008, compared to Ps.10.7 in 2007.
Refinery output in 2008, including 50% of Refinor’s output (we own 50% of Refinor), reached 328 thousand barrels per day,
representing a slight 1.8% decrease over the 334 thousand barrels per day processed in 2007.
Chemicals
Net sales in 2009 decreased by 22.6% to Ps.3,037 million from Ps.3,923 million in 2008. This decrease was attributable mainly
to lower sales prices in the domestic market, particularly with respect to methanol and fertilizers, and declines in the average prices of
exported products (in line with lower international market prices for hydrocarbon products during 2009 compared to 2008) and, to a
lesser extent, lower exported volumes of methanol.
Net sales in 2008 increased by 13.5% to Ps.3,923 million from Ps.3,455 million in 2007. The increase in net sales was
attributable mainly to an increase in the domestic prices of petrochemicals, particularly fertilizers. Export sales decreased in 2008, as
higher average export prices for petrochemicals, which increased by 12%, were offset by a 23% decrease in exported volumes.
Additionally, increased export taxes resulting from the application of the new withholding tax regime for exports that came into effect
in November 2007 resulted in a Ps.270 million increase in export taxes, which are deducted from our gross sales, in 2008 compared to
2007. Operating income in 2008 increased 135.6% to Ps.1,178 million from Ps.500 million in 2007. The increase in operating income
was attributable to better margins obtained from our aromatics, as well as to the higher results of Profertil, due mainly to higher
production of urea and other fertilizers and to the higher prices of such products in the domestic and export markets.
Liquidity and Capital Resources
Financial condition
Total debt outstanding as of December 31, 2009 and 2008 was Ps.6,819 million and Ps.4,479 million, respectively, consisting of
short-term debt (including the current portion of long-term debt) of Ps.4,679 million and long-term debt of Ps.2,140 million as of
December 31, 2009, and short-term debt of Ps.3,219 million and long-term debt of Ps.1,260 million as of December 31, 2008. As of
December 31, 2009 and 2008, a major part of our debt was denominated in U.S. dollars.
Since September 2001, we have repurchased certain of our publicly-traded bonds in open market transactions on an arms-length
basis. As of December 31, 2009, we had repurchased approximately U.S.$10 million of our outstanding bonds. We may from time to
time make additional purchases of, or affect other transactions relating to, our publicly-traded bonds if in our own judgment the
market conditions are attractive.
81
The following tables set forth our consolidated cash flow information for the periods indicated.
Net cash flows provided by operating activities ....................................................................................
Net cash flows used in investing activities ............................................................................................
Net cash flows used in financing activities ............................................................................................
Net increase/(decrease) in cash and equivalents ....................................................................................
Cash and equivalents at the beginning of period....................................................................................
Cash and equivalents at the end of period..............................................................................................
For the Year Ended December 31,
2007
2008
2009
(in millions of pesos)
(5,603)
(2,881)
9,414 13,558
(7,043)
(6,147)
368
847
1,215
930
1,215
2,145
8,756
(6,187)
(2,809)
(240)
1,087
847
Net cash flow provided by operating activities was Ps.9,414 million in 2009, compared to Ps.13,558 million in 2008, a decrease
of approximately 31%, mainly attributable to lower net proceeds from our receivables with related parties during 2009, as well as a net
increase in our working capital, resulting from our relatively higher level of receivables and relatively lower level of accounts payable
in 2009. Net cash flow provided by operating activities was Ps.13,558 million in 2008, compared to Ps.8,756 million in 2007, an
increase of 55% attributable mainly to net proceeds from our receivables with related parties, improvements in the management of our
working capital, and higher operating income, excluding amortization of fixed assets, in 2008.
The principal uses of cash in investing and financing activities in 2009 included Ps.5,636 million in fixed asset acquisitions
relating mainly to exploration and development activities in our upstream operations, Ps.4,897 million in dividend payments, while net
proceeds from loans reached Ps.2,016 million. In 2008, the principal uses of cash in investing and financing activities included
Ps.7,035 million in fixed asset acquisitions relating mainly to our Exploration and Production business unit, and Ps.9,287 million in
dividend payments (which include dividends declared in respect of 2007 and paid in 2008), while net proceeds from loans reached
Ps.3,140 million. In 2007, the principal uses of cash in investing and financing activities included Ps.6,163 million in fixed asset
acquisitions relating mainly to drilling equipment used by our Exploration and Production business unit, Ps.2,360 million in dividend
payments and Ps.449 million in net repayments of outstanding loans. Our current financing policy is to use cash flows provided by
operating activities and debt to fund both our investing and operating activities.In response to market financial conditions prevailing in
Argentina as of the date of this annual report, our financial policy seeks to fund a substantial portion of our short-term debt in local
currency. Pursuant to this policy, we have several domestic credit lines available from financial institutions. We believe that our level
of working capital will not affect our business operations, mainly as a result of the expected net cash flow provided by operating
activities in 2010. However, we are currently making efforts to convert our short-term financial debt into long-term financial debt.
Repsol YPF and Petersen Energía have agreed in the shareholders’ agreement entered into by them in connection with the
Petersen Transaction to effect the adoption of a dividend policy under which we would distribute 90% of our net income as dividends,
starting with our net income for 2007. See “Item 8. Financial Information—Dividend Policy” and “Item 7. Major Shareholders and
Related Party Transactions—Shareholders’ Agreement.”
The shareholder’s meeting held on January 8, 2008 approved a notes program for an amount up to U.S.$1 billion. The proceeds
of any offerings under this program must be used exclusively to invest in fixed assets and working capital in Argentina. On
September 28, 2009, we issued negotiable obligations under this program in an amount of Ps.205 million, which will accrue interest at
a variable rate and will mature in March 2011. Additionally, in March 2010 we issued two different series of notes under the same
notes program: one denominated in Argentine pesos and maturing in September 2011, for a total of Ps.143 million, and a second one,
denominated in U.S. dollars, for a total of U.S.$70 million, which will mature in March 2013.
The following table sets forth our commitments for the periods indicated below with regard to the principal amount of our debt,
as of December 31, 2009, plus accrued but unpaid interest through December 31, 2009:
Expected Maturity Date
2 –3 years
(in millions of pesos)
49
3 –4 years
4 –5 years
More than 5
years
—
—
342
Debt ............................................................
6,819
4,679
1,749
Total
Less than
1 year
1 –2 years
82
Contractual obligations
The following table sets forth information with regard to our commitments, expressed in U.S. dollars at the exchange rate of
Ps.3.80 to U.S.$1.00, under commercial contracts for the years indicated below, as of December 31, 2009:
1 –3 years
3 –5 years
Contractual Obligations
Debt(1)................................................................................................
Operating Lease Obligations...............................................................
Purchase Obligations(2)......................................................................
Purchases of services.................................................................
Purchases of goods ....................................................................
LPG..................................................................................
Electricity.........................................................................
Gas ...................................................................................
Oil ....................................................................................
Steam ...............................................................................
Others...............................................................................
Other Liabilities(3) .............................................................................
Total(3)(4)...........................................................................................
Total
Less than 1
year
2,042
399
2,653
1,066
1,587
147
349
228
564
233
66
3,232
8,326
1,286
152
972
523
449
40
45
187
101
24
53
1,998
4,408
(in millions of U.S.$)(5)
506
173
802
403
399
66
85
21
172
47
7
190
1,671
20
27
406
58
347
41
74
10
172
47
3
221
674
More than 5
years
230
47
474
82
392
—
144
10
120
115
4
823
1,574
(1) These projected amounts include interest due during all the periods presented. Interest on variable rate instruments is calculated
(2)
using the rate as of December 31, 2009 for all periods.
Includes purchase commitments under commercial agreements that do not provide for a total fixed amount, which have been
valued using our best estimates. Accordingly, our actual purchase obligations may differ from the estimated amounts shown in
the table.
(3) Reserves for contingent liabilities under commercial contracts, which amounted to U.S.$605 million as of December 31, 2009,
(4)
are not included in the table above since we cannot, based on available evidence, reasonably estimate the settlement dates of
such contingencies.
In addition to the contractual obligations detailed in the preceding table, we are also committed to carry out exploration
activities in certain exploration areas and to make certain investments and expenditures until the expiration of some of our
concessions. These commitments amounted to approximately U.S.$4.5 billion as of December 31, 2009.
(5) The table is presented in U.S.$, which is the company’s functional currency, and not in its reporting currency, as the majority of
the company’s contractual obligations are originally denominated in U.S.$.
We have additional commitments under guarantees. For a discussion of these additional commitments see “—Guarantees
provided” below.
Covenants in our indebtedness
Our financial debt generally contains customary covenants for contracts of this nature, including negative pledge, material
adverse change and cross-default clauses, as well as customary acceleration provisions.
With respect to a significant portion of our financial debt totaling Ps.6,819 million (U.S.$1,794 million), including accrued
interest (long- and short-term debt) as of December 31, 2009, we have agreed, among other things and subject to certain exceptions,
not to establish liens or charges on our assets. In the event of a payment default, the creditors may declare due and immediately
payable the principal and accrued interest on amounts owed to them. Upon an event of default with respect to other matters, in the
case of outstanding negotiable obligations amounting to Ps.553 million (U.S.$146 million) (included in the figure above), the trustee
may declare due and immediately payable the principal and accrued interest on amounts owed if required by holders representing at
least a percentage that varies between 10 and 25% of the total principal of the outstanding obligations.
Almost all of our total outstanding financial debt is subject to cross-default provisions. As a result of these cross-default
provisions, a default on our part or, in certain cases, on the part of any of our consolidated subsidiaries covered by such provisions,
could result in a substantial portion of our debt being declared in default or accelerated. None of our debt or the debt of our
consolidated subsidiaries is currently in default.
83
Credit rating
As of the date of this annual report, FITCH Ratings (FITCH)’s International Rating for our foreign currency denominated debt
was BB-, and for our domestic currency denominated debt was BB. FITCH Argentina Calificadora de Riesgo S.A. (FITCH
Argentina)’s National Rating is AAA for our Negotiable Obligation Programs. FITCH and FITCH Argentina have a stable outlook on
all of our ratings.
Moody’s Investors Service’s has rated our domestic currency denominated debt Ba1 and maintains a stable outlook.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any
time by the assigning rating organization.
We do not have any ratings downgrade triggers that would accelerate the maturity dates of our debt or trigger any other
contractual obligation on our part. However, a downgrade in our credit rating could have a material adverse effect on the cost of
renewing existing credit facilities, or obtaining access to new ones in the future. In the past, our main sources of liquidity have been
our cash flows from operations, bank financings, issuances of debt securities and the proceeds from our divestment plan. Any future
downgrades will not preclude us from using any of our existing credit lines.
Guarantees provided
As of December 31, 2009, we had signed guarantees in relation to the financing activities of Pluspetrol Energy S.A. and Central
Dock Sud S.A. in amounts of approximately U.S.$10 million (U.S.$6.8 million as of June 24, 2010) and U.S.$17 million (U.S.$14.8
million as of June 24, 2010), respectively. The corresponding loans mature in 2011 and 2013, respectively.
Capital investments, expenditures and divestitures
Capital investements and expenditures
Capital investments in 2009 totaled approximately Ps.5,832 million. The table below sets forth our capital expenditures and
investments by activity for each of the years ended 2009, 2008 and 2007.
2009
2008
2007
(in millions of
pesos)
(%)
(in millions of
pesos)
(%)
(in millions of
pesos)
(%)
Capital Expenditures and Investments ..........................
Exploration and Production...........................................
Refining and Marketing.................................................
Chemicals ......................................................................
Corporate and Other ......................................................
Total ..............................................................................
4,322
1,177
155
178
5,832
74
20
3
3
100%
5,696
1,013
148
511
7,368
77
14
2
7
100%
5,186
898
143
314
6,541
79
14
2
5
100%
We have budgeted approximately U.S.$2.1 billion in investments and capital expenditures for 2010, a significant portion of
which will be dedicated to our exploration and production activities. During the period 2010-2012, we expect to make capital
expenditures of around U.S.$7.2 billion, principally related to our exploration and production projects, including some to increase
recovery rates in our fields.
We intend to finance planned capital expenditures through our internally-generated cash flows and, to the extent necessary,
borrowings. For a detailed description of our principal current investment projects, see “Item 4. Information on the Company—
Overview.”
Actual investments and capital expenditures may differ from the above estimates.
Capital divestitures
We have not made any significant divestitures in the past three years.
Off-Balance Sheet Arrangements
We have entered into certain off-balance sheet arrangements, as described in “—Liquidity and Capital Resources—Guarantees
provided” and “—Liquidity and Capital Resources—Contractual obligations” above.
84
ITEM 6.
Board of Directors
Directors, Senior Management and Employees
Our business and affairs are managed by the Board of Directors in accordance with our by-laws and the Argentine Corporations
Law No. 19,550 (the “Argentine Corporations Law”). Our by-laws provide for a Board of Directors of 11 to 21 members, and up to an
equal number of alternates. Alternates are those elected by the shareholders to replace directors who are absent from meetings or who
are unable to exercise their duties, when and for whatever period appointed to do so by the Board of Directors. Alternates have the
responsibilities, duties and powers of directors only if and to the extent they are called upon to attend board meetings and as long as
they perform the duties of a director.
Directors shall hold office from one to three years, as determined by the shareholders’ meetings. Since the shareholders’ general
ordinary meeting held on April 28, 2009, our Board of Directors is composed of 17 directors and 13 alternates.
In accordance with our by-laws, the Argentine government, sole holder of Class A shares, is entitled to elect one director and
one alternate. The current director representative of Class A shares was appointed to serve up to a one-year term.
Under the Argentine Corporations Law, a majority of our directors must be residents of Argentina. All directors must establish a
legal domicile in Argentina for service of notices in connection with their duties.
Our by-laws require the Board of Directors to meet at least once every quarter in person or by video conference, and a majority
of directors is required in order to constitute a quorum. If a quorum is not met one hour after the start time set for the meeting, the
President or his substitute may invite alternates of the same class as that of the absent directors to join the meeting, or call a meeting
for another day. Resolutions must be adopted by a majority of the directors present, and the President or his substitute is entitled to
cast the deciding vote in the event of a tie.
The current members of our Board of Directors, the year in which they were appointed and the year their current term expires
are as follows:
Position
Name
Antonio Brufau Niubo
Enrique Eskenazi
Sebastián Eskenazi
Antonio Gomis Sáez
Chairman and Director
Vice-Chairman and Director
Executive Vice-Chairman, Chief Executive Officer (CEO) and Director
Repsol Argentina General Director, Assistant Director to the CEO and
Director
Director
Director
Director
Director
Director
Assistant Director to the CEO and Director
Aníbal Guillermo Belloni
Mario Blejer
Carlos Bruno
Santiago Carnero*
Carlos de la Vega
Matías Eskenazi Storey
Raúl Fortunato Cardoso Maycotte Director
Director
Salvador Font Estrany
Director
Federico Mañero
Director
Fernando Ramírez Mazarredo
Director
Luis Suárez de Lezo Mantilla
Director
Javier Monzón
Director
Mario Vázquez
Alternate Director
Alejandro Quiroga López
Alternate Director and Commercial Executive Director
Alfredo Pochintesta
Rafael Lopez Revuelta
Alternate Director and Assistant Director to the Chief Operating Officer
(COO)
Alternate Director and Upstream Executive Director
Alternate Director and Director of Human Resources
Alternate Director and Director of Management Control
Alternate Director and Downstream Executive Director
Alternate Director and Director of Administration and Tax
Alternate Director
Alternate Director and General Counsel
Alternate Director and COO
Alternate Director
Alternate Director
Tomás García Blanco
Fernando Dasso
Carlos Jiménez López
Carlos Alfonsi
Ángel Ramos Sánchez
Ezequiel Eskenazi Storey
Mauro Renato José Dacomo
Ignacio Cruz Moran
Eduardo Ángel Garrote
To be appointed *
Director
Since
Age
62 2004
84 2008
46 2008
Term
Expires
2011
2011
2011
58 2007
75 2008
61 2008
61 2008
55 2008
69 1993
42 2008
2008
56
2008
60
2005
53
2008
56
2008
58
2005
54
2008
74
2004
47
2008
57
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
2008
2011
60
2008
2011
46
2008
2011
44
2008
2011
53
2008
2011
49
2009
2011
53
2008
2011
49
2008
2011
46
2008
2011
39
2008
2011
58
— — —
* Representing our Class A shares.
85
None of the members of the Board of Directors owns shares in YPF. Sebastián Eskenazi, Enrique Eskenazi, Matías Eskenazi
Storey and Ezequiel Eskenazi Storey control Petersen Energía and PEISA (the “Petersen Group”), which own 15.46% of our capital
stock, and aggregately hold an option to purchase up to an additional 10.0% of our capital stock. See “Item 7. Major Shareholders and
Related Party Transactions.”
Pursuant to the shareholders’ agreement between Repsol YPF and Petersen Energía, the composition of our Board of Directors
shall reflect a proportional representation of Repsol YPF’s and Petersen Energía’s interests in our capital stock. See “Item 7. Major
Shareholders and Related Party Transactions—Shareholders’ Agreement” for a summary of certain material terms of the shareholders’
agreement on the composition of our board of directors and the appointment of directors and officers.
Directors’ outside business interests and experience
Antonio Brufau Niubo
Mr. Brufau Niubo graduated with an economics degree from the University of Barcelona. From 1999 to 2004, he acted as
managing director for the La Caixa Group. He served as a member of the Repsol YPF Board of Directors from 1996 until becoming
chairman and CEO of Repsol YPF in October 2004, a position he currently occupies. He was appointed chairman of Gas Natural
group in July 1997 and is now vice chairman of the group. From July 2002 to July 2005, he served as chairman of Barcelona’s Círculo
de Economía. Mr. Brufau has served on the boards of several other companies, including Suez, Enagás, Abertis, Aguas de Barcelona,
Colonial and Caixa Holding, CaixaBank France and CaixaBank Andorra. Until December 2005, he was the only Spanish member of
the Executive Committee of the International Chamber of Commerce.
Enrique Eskenazi
Mr. Eskenazi graduated with a chemical engineering degree from the Universidad Nacional del Litoral. Mr. Eskenazi has been
Vice Chairman and Director of YPF since 2008. He is also the Co-Chief Executive Officer of Marviol S.R.L. and the President of
Petersen Inversiones S.A., Napelgrind S.A., Banco de San Juan S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A.,
Nuevo Banco de Entre Ríos S.A., Petersen Energía S.A. (Argentina), Fundación Banco San Juan, Fundación Banco Santa Cruz,
Fundación Nuevo Banco de Santa Fe, Fundación Nuevo Banco de Entre Ríos, Mantenimientos y Servicios S.A., Petersen, Thiele y
Cruz S.A., Estacionamientos Buenos Aires S.A, Petersen Energía Pty. Ltd., Agro Franca S.A. and Fundación YPF. Mr. Eskenazi is the
father of Messrs. Sebastián Eskenazi and Matías and Ezequiel Eskenazi Storey.
Sebastián Eskenazi
Mr. Eskenazi has been Executive Vice-Chairman, Chief Executive Officer and Director of YPF since March 2008. He is also
Co-Chief Executive Officer of Marviol S.R.L. and President of Arroyo Lindo S.A. Mr. Eskenazi is Vice President of Petersen
Inversiones S.A, Petersen Energía S.A. (Argentina), and Nuevo Banco de Santa Fe S.A. He is member of the Board of Directors of
Petersen Energía Pty. Ltd., Petersen Energía S.A. (Spain) and Petersen Energía Inversora S.A. (Spain), and alternate director in Banco
de San Juan S.A., Banco de Santa Cruz S.A., and Nuevo Banco de Entre Ríos. Mr. Eskenazi is the son of Mr. Enrique Eskenazi and
brother of Messrs. Matías and Ezequiel Eskenazi Storey.
Antonio Gomis Sáez
Mr. Gomis Sáez graduated with a chemical engineering degree from the Complutense University of Madrid and a master’s in
business administration from IESE Business School – University of Navarra in Spain. He began his career in 1974 at the Repsol YPF
Petróleo refinery in Puertollano, Ciudad Real and later went to work at the International Energy Agency in Paris founded by the
Organization for Economic Cooperation and Development (“OECD”). He served as advisor to the General Secretary of Energy and
Mineral Resources at the Spanish Ministry of Energy. In 1986 he joined the Instituto Nacional de Hidrocarburos, where he was
appointed managing director of international and institutional relations of Repsol YPF. From 1997 to 2000, he was general director of
energy at the Spanish Ministry of Industry and Energy. From September 2000 to November 2004, he was corporate director of
external relations, overseeing investor and media relations. In January 2005 he was appointed CEO of Repsol YPF Química and
managing director of Repsol YPF’s Chemicals Europe and Rest of the World. In July 2007 he was appointed director of our company
and in February 2010 he was appointed General Director Repsol Argentina, and Assistant Director to the CEO.
Aníbal Guillermo Belloni
Mr. Belloni holds a degree in Electrical Engineering from the Universidad de Buenos Aires, and has been a director of Petersen,
Thiele y Cruz S.A. since 1989. He has worked as an engineer and business development manager at Sade S.A., as a general manager
at Cosapi S.A., in Lima, Peru, as a Vice President of Kanter S.A., and as the Argentine representative of Foster Wheeler Corporation.
He has been an Executive Board member of the Argentine Chamber of Construction and was a founding member and Executive Board
member of the Argentine Union of Construction.
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Mario Blejer
Mr. Blejer holds a bachelor’s and a master’s degree in Economics from the Hebrew University, and a master’s degree and a
Ph.D. in Economics from the University of Chicago. He has been a professor of Economics at the Hebrew University of Jerusalem,
Boston University, the Central European University, in Budapest, and the New York University Graduate School of Business, a senior
advisor to the World Bank, Europe and Central Asia region, and the International Monetary Fund, and was a senior researcher at the
Center for Latin American Monetary Studies. From 2001 to 2002, he was the Deputy Governor and then the Governor of the Central
Bank of Argentina, and from 2003 to 2008 he was the director of the Centre for Central Banking Studies, and advisor to the Governor,
of the Bank of England. He is currently an independent economic consultant, professor at the Universidad de San Andrés in Buenos
Aires, and is a director of Inversiones y Representaciones S.A. and Consultants Asset Management, both located in Buenos Aires.
Carlos Bruno
Mr. Bruno graduated with a degree in architecture from the University of Buenos Aires. He is president and co-founder of the
Centro de Investigaciones para la Transformación. He has participated in the creation of the Center of International Economy while
being a member of the Ministry of Foreign Relations. He was the Undersecretary of Economic Integration and Secretary of
International Economy Relations from 1984 to 1989 and was appointed Ambassador V with the Senate’s approval. His areas of
expertise are international economic relations and international trade.
Santiago Carnero
Mr. Carnero graduated as a certified public accountant from the University of La Plata in Argentina. He has been a professional
advisor in accounting, taxation and labor matters, and corporate organizational and constitutional matters. He has also served as an
external auditor for public and private organizations. Since 2004, Mr. Carnero has served as advisor to the Bicameral Commission of
Expense Control and Intelligence Activities of the National Congress of Argentina.
Carlos de la Vega
Mr. de la Vega was director of La Caja ART from 1996 to 2004 and director of Luncheon Tickets from 1991 to 1998. Since
April 2003 he has been president of the Argentine Chamber of Commerce, a position he also held from 1988 to 1993. He has been a
member of our Board of Directors for Class D shares since 1993, and until 1996 he was director of Institutional Relations of Ciba-
Geigy Argentina. He has been a member of our Audit Committee from 1993 to 1997 and from 2004 to the present.
Matías Eskenazi Storey
Mr. Eskenazi Storey is Chief Executive Officer of Administradora San Juan S.R.L. He is President of November S.A. and Vice
President of Comercial Latino S.A. and Nuevo Banco de Entre Ríos S.A. Mr. Storey is member of the Board of Directors of Petersen
Energía S.A. (Spain), Petersen Energía Pty. Ltd., Profertil S.A., Refinería del Norte S.A., Compañía Mega S.A., and vice-president of
Petersen Energía S.A. (Spain) and Petersen Energía Inversora S.A. (Spain). He is also alternate director in Banco de San Juan S.A.,
Banco de Santa Cruz S.A., and Nuevo Banco de Santa Fe S.A. Mr. Eskenazi is the son of Mr. Enrique Eskenazi and the brother of
Messrs. Sebastián Eskenazi and Ezequiel Eskenazi Storey.
Raúl Fortunato Cardoso Maycotte
Mr. Cardoso has a degree in Law from the Universidad Autónoma de México and a Masters Degree in International Relations
from the Institute of Social Studies at The Hague. Mr. Cardoso began his professional career in the Mexican Ministry of Foreign
Affairs and later at the Mexican Ministry of Finance, holding a variety of positions within the International Affairs Department with a
focus on bilateral economic relations. In 1983, Mr. Cardoso commenced working for Pemex Internacional España, S.A. (Pemex) in its
International Trade area. During his extensive career, Mr. Cardoso has held a number of positions in the Crude Oil division and at
points in his career ran the P.M.I. (Pemex) Trading offices in both Madrid and London. From 2001 to 2003, Mr. Cardoso was
stationed in Ankara as the Ambassador of Mexico to Turkey, Pakistan, Azerbaijan, Kazakhstan, Uzbekistan, Turkmenistan and
Kirgizstan. After this assignment he returned to his position at Pemex. He is currently the Managing Director of Pemex Internacional
España, S.A., based in Madrid, and represents that company on Repsol YPF, S.A.’s Board of Directors. He represents Mexico in a
variety of international forums, including OPEC, the IEA, the OECD and the International Energy Forum. Mr. Cardoso is also a
member of the Mexican delegation on various presidential and cabinet assignments.
Salvador Font Estrany
Mr. Font Estrany is a civil engineer. He is currently Energy General Manager of Sacyr Vallehermoso, S.A. in Spain. He has
previously served as Commercial Director and Chairman of CAMPSA Red, Managing Director of CEPSA Red, Cepdisa and Dispesa,
Chairman of CEPSA Estaciones de Servicio, a member of the Executive Committee of CEPSA, and was a Director of CEPSA
Lubricantes, CEPSA Gas, Petro Cat, Cepsa Portuguesa and Turyocio. He also previously served as Commercial General Manager and
member of the Operating and Executive Committees of Iberdrola.
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Federico Mañero
Mr. Mañero graduated with a law degree from the San Sebastián Faculty of Law. He is president of Comunicación y Gestión de
Entornos, and has more than 25 years of experience in managerial and consulting positions for organizations and private, public and
political projects. He is an expert in strategic positioning and corporate communications, and has an international profile with
professional activities in more than 50 countries and strong relations in Latin America. He is the founder of various nonprofit projects
and organizations like Solidaridad Internacional, Programa de Cooperación Iberoamericana en Temas de Juventud (Organismo
Iberoamericano de Juventud) and Movimiento por la Paz, el Desarme y la Libertad and is a regular collaborator with the Fundación
Salvador Allende, Fundación Progreso Global and UNICEF. Mr. Mañero is a native speaker of Spanish and French.
Fernando Ramírez Mazarredo
Mr. Ramírez Mazarredo received his degree in Economic and Business Sciences from the University of Madrid and is a certified
public accountant. He was Chairman of the Spanish Financial Futures Market (Mercado Español de Futuros Financieros) from April
2004 to June 2005.
Luis Suárez de Lezo Mantilla
Mr. Suárez de Lezo Mantilla received his degree in Law from the Universidad Complutense of Madrid and is a State Attorney
(on leave) specializing in Commercial and Administrative Law. He was Director of Legal Affairs of CAMPSA, and has been in
private legal practice, particularly in the energy industry. He is currently Director of Gas Natural SDG, S.A., YPF and Repsol-Gas
Natural LNG, S.L., Vice Chairman of Foundation Repsol and member of the Environment and Energy Commission of the
International Chamber of Commerce (ICC).
Javier Monzón
Mr. Monzón graduated with a degree in economics from the Complutense University of Madrid. He is chairman and CEO of
Indra. He has a finance and management background. He has acted as corporate banking director of Caja Madrid, CFO and president
of Telefónica International, executive vice president and member of the executive committee of Telefónica, worldwide partner of
Arthur Andersen, managing partner of Corporate Finance Consulting Services and president of Alpha Corporate in Arthur Andersen
Spain. He is a member of the boards of other companies, foundations and entrepreneurial organizations, such as our company, ACS
and the American Chamber of Commerce.
Mario E. Vázquez
Mr. Vázquez graduated as a certified public accountant from the University of Buenos Aires. He has been a professor of
auditing at the Economics School of the University of Buenos Aires. Mr. Vázquez has acted as CEO of Grupo Telefónica in Argentina
and was a member of the Board of Telefónica, S.A. from 2000 to 2006. Mr. Vázquez is currently a member of the Board of Telefónica
Internacional, S.A. (Spain) and of Telefónica Chile. He is also a member of the boards of directors or a statutory auditor of several
companies (including Telefónica de Argentina S.A., Telefónica Holding de Argentina S.A., YPF S.A., Santander Río Seguros, Indra,
Universia and Sheraton Hotels). He is a member of the board of F.I.E.L. (Latin American Foundation for Economic Investigation),
Fundación Leer, the Argentine Chamber of Commerce, IDEA, CARI (Consejo Argentino para las Relaciones Internacionales) and
Fundación Carolina. Mr. Vázquez was also partner and general director of Arthur Andersen (Pistrelli, Díaz y Asociados y Andersen
Consulting – Accenture) for more than 20 years until his retirement in 1993.
Alejandro Quiroga López
Mr. Quiroga López graduated with a law degree from the University of Buenos Aires School of Law. Since 2001 and until
February 2010 he has been our general counsel and Secretary of our Board of Directors. He was a partner at the law firm Nicholson &
Cano from 1986 to 1997, a foreign associate at Davis Polk & Wardwell in 2000, and Undersecretary of Banking and Insurance at the
Ministry of Economy of Argentina from 1997 to 1999. He was professor of banking and commercial law at the University of Cema.
He was a member of the Executive Board of the University of Buenos Aires School of Law. He is also a graduate of the Wharton
Advanced Management Program.
Alfredo Pochintesta
Mr. Pochintesta has received degrees in public accounting and administration from the University of Buenos Aires.
Mr. Pochintesta worked as a planning and administration manager in Pluspetrol Energy S.A., planning manager in Petrosur S.A. and
senior auditor at PriceWaterhouseCoopers. He worked for Astra for more than 18 years as CFO and since 1990 as head of the Gas and
Electricity Division. Mr. Pochintesta joined YPF in 1999 when YPF merged with Astra. He was in charge of the LPG business for
Latin America from 1999 to January 2005, when he was appointed marketing director. He also serves as director of a number of other
companies. He is currently our Commercial Executive Director.
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Rafael López Revuelta
Mr. López Revuelta graduated as a chemical engineer from the Complutense University of Madrid and earned a master’s degree
in business administration from IESE, Madrid. He has been a director in different areas of Repsol YPF since 1988.
Tomás García Blanco
Mr. García Blanco graduated with a degree in mining engineering from Oviedo University, a certificate in petroleum
engineering from Oil & Gas Consultants International in Tulsa, Oklahoma and an IMD Managing Corporate Resources degree from
Laussane University. He has developed his Exploration and Production career internationally in Spain, the United States, Egypt,
Libya, Venezuela and Argentina. Mr. García Blanco has held several positions in Repsol YPF, including field engineer, reservoir
engineer, production engineer, development manager, production manager, operations manager, business unit manager, director of
technical staff. He is currently our Upstream Executive Director.
Fernando Dasso
Mr. Dasso graduated with a labor relations degree from the University of Buenos Aires. In 1993, he joined our company and has
held several positions within our company ever since. In 2006, he was appointed Director of Human Resources in the Exploration and
Production business unit for Argentina, Bolivia and Brazil. Since June 2007, he has been our Director of Human Resources.
Carlos Jiménez López
Mr. Jiménez graduated with a degree in chemical engineering from the Complutense University of Madrid, Spain and received a
master’s degree in business administration and financial management from the Polytechnic University of Madrid. In addition, he
completed the Program of Management Development (Programa de Desarrollo Directivo) at the Institut Européen d’Administration
des Affaires (INSEAD). Mr. Jiménez began his professional career as a Process and Startup Engineer in 1980 with a leading
engineering and construction company, while also being employed as Professor at the Complutense University of Madrid. In 1986, he
joined Petronor, S.A., part of the Repsol YPF group, as head of the Department of Technical Studies in the area of commercial
planning and coordination. In 1999, he became Director of Refining in the area of strategic planning and development of Repsol YPF.
During the period 2002 to 2004, he was Director of the Refining and Marketing business unit in Brazil. From 2004 to 2007, he was
Technical Director of Refining and Logistics. In addition, Mr. Jiménez is a member of the boards of directors of Oiltanking-Ebytem
S.A., Oldelval S.A. and OTA and OTC S.A. He is also the President of the Refinery Committee of ARPEL. Currently, Mr. Jimenez is
our Director of Management Control.
Carlos Alfonsi
Mr. Carlos Alberto Alfonsi graduated with a chemistry degree from Universidad Tecnológica of Mendoza, Argentina, an IMD
Managing Corporate Resources degree from Lausanne University and studied at the Massachusetts Institute of Technology. In 1987,
he joined our company and has held several positions in our company and Repsol YPF, including operations manager, director of the
La Plata refinery, operational planning director, trading and transport director for Latin America, refinery and marketing director in
Peru, country manager for Peru, and R&M for Peru, Chile, Ecuador and Brazil. He is currently our Downstream Executive Director.
Ángel Ramos Sánchez
Mr. Ramos Sánchez received a degree in Economics and Business Studies from the Universidad Autónoma de Madrid. He has
been a director in different areas of our financial department since 1992. Mr. Ramos Sánchez is currently our Director of
Administration and Tax.
Ezequiel Eskenazi Storey
Mr. Eskenazi Storey serves as vice president of Agro Franca S.A. and Fundación YPF. He is also member of the board of
directors of Petersen, Thiele y Cruz S.A. and Santa Sylvia S.A. and alternate member of the board of directors of Los Boulevares S.A.
and Petersen Inversiones S.A. Mr. Eskenazi Storey is the son of Mr. Enrique Eskenazi and the brother of Mr. Sebastián Eskenazi and
Mr. Matías Eskenazi Storey.
Mauro Renato José Dacomo
Mr. Dacomo graduated with a law degree from the University of Buenos Aires, and is Partner at ABD law firm. He is also
President of Inwell S.A. and Los Boulevares S.A. Mr. Dacomo serves as General counsel to Fundación Banco de Santa Cruz S.A.,
Fundación Nuevo Banco de Santa Fe S.A. and Fundación Nuevo Banco de Entre Ríos S.A. He is an alternate member of the Board of
Directors of Petersen Energía S.A. (Argentina), Arroyo Lindo S.A. and Nuevo Banco de Santa Fe S.A., and member of the Board of
Directors of Inwell S.A. and Nuevo Banco de Entre Ríos S.A. Mr. Dacomo is also Director and Secretary of Petersen Energia S.A.
(Spain). He is our General Counsel and Secretary of Board of Directors since February 2010.
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Ignacio Cruz Moran
Mr. Moran has received degrees in public accounting from the University of Buenos Aires. He is an alternate member of the
Board of Directors of Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A. and Red Link S.A. and member of the Board of
Directors of Banco de San Juan S.A., Nuevo Banco de Entre Ríos S.A., ACH S.A. and Petersen Energía S.A. (Spain). Mr. Moran is
currently our Chief Operating Officer.
Eduardo Ángel Garrote
Mr. Garrote graduated with a degree in architecture from the University of Buenos Aires. He is a member of the Board of
Directors of Nuevo Banco de Santa Fe S.A., and alternate member of the Board of Directors of Nuevo Banco de Entre Ríos S.A.
Mr. Garrote also serves as General Manager of Petersen, Thiele y Cruz S.A.
Board practices
In accordance with the Argentine Corporations Law, directors have an obligation to perform their duties with loyalty and with
the diligence of a prudent business person. Directors are jointly and severally liable to us, our shareholders and to third parties for the
improper performance of their duties, for violating the law or our by-laws or regulations, and for any damage caused by fraud, abuse
of authority or gross negligence. Specific duties may be assigned to a director by the by-laws, applicable regulations, or by resolution
of the shareholders’ meeting. In such cases, a director’s liability will be determined by reference to the performance of such duties as
long as the director’s appointment and the determination of duties approved by a shareholders’ meeting is registered with the
Superintendency of Corporations.
Only shareholders, through a shareholders’ meeting may authorize directors to engage in activities in competition with us.
Transactions or contracts between directors and us in connection with our activities are permitted to the extent they are performed
under fair market conditions. Transactions that do not comply with the Argentine Corporations Law require prior approval of the
Board of Directors or, in the case of an absence of a quorum in a Board of Directors meeting, the Supervisory Committee. In addition,
these transactions must be subsequently approved by the shareholders at a general meeting. If our shareholders do not approve the
relevant transaction, the directors and members of the Supervisory Committee who approved such transactions are jointly and
severally liable for any damages caused to us.
Any director whose personal interests are adverse to ours shall notify the Board of Directors and the Supervisory Committee and
abstain from voting on such matters. Otherwise, such director may be held liable to us.
A director will not be liable if, notwithstanding his presence at the meeting at which a resolution was adopted or his knowledge
of such resolution, a written record exists of his opposition to such resolution and he reports his opposition to the Supervisory
Committee before any complaint against him is brought before the Board of Directors, the Supervisory Committee, the shareholders’
meeting, the appropriate governmental agency or the courts. Any liability of a director to us terminates upon approval of the director’s
actions by the shareholders at a general meeting, provided that shareholders representing at least 5% of our capital stock do not object
and provided further that such liability does not result from a violation of the law, our by-laws or other regulations.
The Audit Committee
The Transparency Decree (as defined in “Item 9. The Offer and Listing—Argentine Securities Market”) and Resolutions
No. 400/02 and No. 402/02 of the CNV, require that Argentine public companies appoint an audit committee (comité de auditoría)
composed of at least three members of the Board of Directors. The by-laws must set forth the composition and regulations for the
operation of the Audit Committee. A majority of the members of the Audit Committee must be independent directors. See “—
Independence of the Members of our Board of Directors and Audit Committee” below.
Our Audit Committee was created on May 6, 2004. The members of the Audit Committee currently are: president Mario
Vázquez, members Mario Blejer, Carlos de la Vega, Federico Mañero and Carlos Bruno, and alternate member Javier Monzón.
Mario Vázquez was determined by our Board of Directors to be an “Audit Committee Financial Expert” pursuant to the rules
and regulations of the SEC.
Executive directors may not sit on the Audit Committee.
Our Audit Committee, among other things:
•
•
periodically inspects the preparation of our financial and economic information;
reviews and opines with respect to the Board of Directors’ proposals regarding the designation of the external auditors and
the renewal, termination and conditions of their appointment;
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•
•
•
•
•
evaluates internal and external audit work, monitors our relationship with the external auditors, and assures their
independence;
provides appropriate disclosure regarding operations in which there exists a conflict of interest with members of the
corporate committees or controlling shareholders;
opines on the reasonability of the proposals by the Board of Directors for fees and stock option plans of the directors and
administrators;
verifies compliance with applicable national or international regulations in matters related to behavior in the stock
markets; and
ensures that the internal Code of Ethics complies with normative demands and is adequate.
Activities of the audit committee
The Audit Committee, which pursuant to its regulations meets as many times as needed and at least once every quarter, held 8
meetings between February 2009 and March 2010.
Performing its basic function of supporting the Board of Directors in its oversight duties, the Audit Committee periodically
reviews economic and financial information relating to us, supervises the internal financial control systems and oversees the
independence of the external auditors.
Economic and financial information
With the help of the Director of Administration and Tax and considering the work performed by our external and internal
auditors, the Audit Committee analyzes the consolidated annual and quarterly financial statements before they are submitted to the
Board of Directors.
In addition, because our shares are traded on the NYSE, pursuant to U.S. law we must include our annual financial information
in an annual report on Form 20-F, which must be filed with the SEC. The Audit Committee reviews such annual report before it is
submitted to the SEC.
Oversight of the internal control system
To supervise the internal financial control systems and ensure that they are sufficient, appropriate and efficient, the Audit
Committee oversees the progress of the annual internal audit, which is aimed at identifying our critical risks.
Throughout each year, the Audit Committee is informed by our internal audit department of the most relevant facts and
recommendations arising out of its work, and the status of the recommendations issued in prior years.
We have aligned the internal control system for financial reporting with the requirements established by Section 404 of the
Sarbanes-Oxley Act, a process supervised by the Audit Committee. These regulations require that, along with the annual audit, a
report must be presented from our management relating to the design, maintenance and periodic evaluation of the internal control
system for financial reporting, accompanied by a report from our external auditor. Several of our departments are involved in this
activity, including the internal audit department. Our external auditor reported on our internal control system for financial reporting as
of December 31, 2009.
Relations with the external auditors
The Audit Committee maintains a close relationship with the external auditors, allowing it to make a detailed analysis of the
relevant aspects of the audit of financial statements and to obtain detailed information on the planning and progress of the work.
The Audit Committee also evaluates the services provided by our external auditors, determines whether the condition of
independence of the external auditors, as required by applicable law, is met and monitors the performance of external auditors to
ensure that it is satisfactory.
As of December 31, 2009, and as a consequence of the evaluation process described in the paragraph above, the Audit
Committee had no objections to the designation of Deloitte & Co. S.R.L. as our external auditors of the financial statements for the
year ending December 31, 2010. The shareholders at a meeting held on April 14, 2010 approved the designation of Deloitte & Co.
S.R.L. as external auditors of the financial statements for the year ended December 31, 2010.
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Independence of the Members of our Board of Directors and Audit Committee
Pursuant to CNV regulations, a director is not considered independent when such director (i) owns at least a 35% equity interest
in a company, or a lesser interest if the director has the right to appoint one or more directors of the company, which we refer to as a
“Significant Participation,” or has a Significant Participation in another company that in turn has a Significant Participation in the
company or a significant influence on the company (“significant influence” is defined by Argentine GAAP); (ii) is a member of the
Board of Directors of, or depends on, shareholders, or is otherwise related to shareholders, who have a Significant Participation in the
company or another company in which these shareholders have a direct or indirect Significant Participation or significant influence;
(iii) is or has been in the previous three years an employee of the company; (iv) has a professional relationship with, or is a member of
a company that maintains professional relationships with, or receives remuneration (other than that received in consideration of his
performance as a director) from the company or any of its shareholders who has a direct or indirect Significant Participation in or
significant influence on the company, or with a third-party company that has a direct or indirect Significant Participation or a
significant influence; (v) directly or indirectly sells or provides goods or services to the company or to any of its shareholders who has
a direct or indirect Significant Participation in or significant influence on the company for an amount exceeding his remuneration as a
member of the Board of Directors or audit committee; or (vi) is the spouse or parent (up to second grade of affinity or up to fourth
grade of consanguinity) of persons who, if they were members of the Board of Directors or Audit Committee, would not be
independent, according to the above-listed rules.
As of the date of this annual report, Messrs. Santiago Carnero, Carlos Bruno, Carlos de la Vega, Federico Mañero, Mario
Vázquez and Mario Blejer qualified as independent members of our Board of Directors under the above-described criteria.
Disclosure Committee
In February 2003, we created a Disclosure Committee to:
•
monitor the overall compliance with regulations and principles of conduct of voluntary application, especially in relation
to listed companies and their corporate governance;
direct, establish and maintain procedures for the preparation of accounting and financial information to be approved and
filed by us or which is generally released to the markets;
direct, establish and maintain internal control systems that are adequate and efficient to ensure that our financial
statements included in annual and quarterly reports, as well as any accounting and financial information to be approved
and filed by us, are accurate, reliable and clear;
identify significant risks to our businesses and activities that may affect the accounting and financial information to be
approved and filed;
assume the activities that, according to U.S. laws and SEC regulations, are applicable to us and may be assumed by
disclosure committees or other internal committees of a similar nature, especially those activities relating to the SEC
regulations dated August 29, 2002 (“Certification of Disclosure in Companies’ Quarterly and Prospectus” —SEC Release
number 33-8124), in relation to the support for the certifications by our Chief Executive Officer and Chief Financial
Officer as to the existence and maintenance by us of adequate procedures and controls for the generation of the
information to be included in its annual reports on Form 20-F, and other information of a financial nature;
take on activities similar to those stipulated in SEC regulations for a disclosure committee with respect to the existence
and maintenance by us of adequate procedures and controls for the preparation and content of the information to be
included in the annual financial statements, and any accounting or financial information to be filed with the CNV and
other regulators of the stock markets on which our stock is traded; and
formulate proposals for an internal code of conduct on the stock markets that follow applicable rules and regulations or
any other standards deemed appropriate.
•
•
•
•
•
•
In addition, the Disclosure Committee reviews and supervises our procedures for the preparation and filing of:
•
•
•
•
•
official notices to the SEC, the Argentine stock market authorities and other regulators of the stock markets on
which our stock is traded;
interim financial reports;
press releases containing financial data on results, earnings, large acquisitions, divestitures or any other
information relevant to the shareholders;
general communications to the shareholders; and
presentations to analysts, investors, rating agencies and lending institutions.
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The Disclosure Committee is composed of certain of our executive officers, some of whom are also members of our Board of
Directors.
The Disclosure Committee is currently composed of the following people:
Name
Sebastián Eskenazi
Antonio Gomis Sáez
Ignacio Cruz Moran
Rafael López Revuelta
Guillermo Reda
Mauro Renato José Dacomo
Tomás García Blanco
Alfredo Pochintesta
Carlos Alfonsi
Matías Eskenazi Storey(1)
Carlos Jiménez
Ángel Ramos Sánchez
Sergio Resumil
Fernando Dasso
Juan Carlos Miranda
Rubén Marasca
Aquiles Rattia
Juan Bautista Ordoñez
Position
Chief Executive Officer
General Director Repsol Argentina
Chief Operating Officer
Assistant Director to the COO
Chief Financial Officer
General Counsel and Secretary of the Disclosure Committee
Upstream Executive Director
Commercial Executive Director
Downstream Executive Director
Director of Industrial Subsidiaries
Director of Management Control
Director of Administration and Tax
Director of Communication
Director of Human Resources
Media Director
Director of Internal Audit
Director of Reserves Control
Director of Institutional Affairs
(1) A Director of Industrial Subsidiaries has not yet been appointed. As Assistant Director to the CEO, Matías Eskenazi Storey is in
charge of the Direction of Industrial Subsidiaries.
Guillermo Reda is the President of the Disclosure Committee. Mr. Reda has received degrees in public accounting from the
University of Rosario. He has worked as the Money Desk Manager of Nuevo Banco de Santa Fe S.A. and served as our financial
manager until February 2010. Mr. Reda is currently our Chief Financial Officer.
Executive Officers
The Chairman of the Board of Directors, who, according to our by-laws, must be a Class D director, is elected by the Board of
Directors to serve for a two-year term, but not to exceed his term as director. All other officers serve at the discretion of the Board of
Directors and may be terminated at any time without notice.
Share Ownership of Executive Officers
None of our executive officers owned any of our shares or held vested options to purchase YPF stock as of May 4, 2010.
Compliance with NYSE Listing Standards on Corporate Governance
On November 4, 2003, the SEC approved rules proposed by the NYSE intended to strengthen corporate governance standards
for listed companies.
In accordance with the NYSE corporate governance rules, as of July 31, 2005, all members of the Audit Committee were
required to be independent. Independence is determined in accordance with highly detailed rules promulgated by the NYSE and SEC.
Each of the members of our Audit Committee was determined to be independent in accordance with the applicable NYSE and SEC
rules.
Significant differences between our corporate governance practices and those required by NYSE listing standards
Non-U.S., NYSE-listed companies may, in general, follow their home country corporate governance practices in lieu of most of
the NYSE corporate governance requirements. The NYSE rules, however, require that non-U.S. companies disclose any significant
ways in which their specific corporate governance practices differ from U.S. companies under the NYSE listing standards.
The following is a summary of the significant differences between our corporate governance practices and those applicable to
U.S. companies under the NYSE listing standards. Because more than 50% of our voting stock is held by another company, Repsol
YPF, we would not be required to comply with the following NYSE corporate governance requirements even if we were a U.S.
company: (i) having a majority of independent directors, (ii) corporate governance committee requirements, and (iii) compensation
committee requirements.
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Independence of the directors on the Board of Directors
In accordance with the NYSE corporate governance rules, a majority of the board of directors of U.S. companies listed on the
NYSE must be composed of independent directors, whose independence is determined in accordance with highly detailed rules
promulgated by the NYSE. The relevant Argentine rules for determining director independence are described under “—Independence
of the Members of our Board of Directors and Audit Committee” above.
Compensation and nomination committees
In accordance with the NYSE corporate governance rules, all U.S. companies listed on the NYSE must have a compensation
committee and a nominations committee and all members of such committees must be independent in accordance with highly detailed
rules promulgated by the NYSE. Under Argentine law, these committees are not required.
Separate meetings for non-management directors
In accordance with NYSE corporate governance rules, independent directors must meet periodically outside of the presence of
the executive directors. Under Argentine law, this practice is not required and as such, the independent directors on our Board of
Directors do not meet outside of the presence of the other directors, except for the meetings of the Audit Committee, the members of
which are independent directors.
Code of Ethics
We have adopted a code of ethics applicable to the Board of Directors and all employees. Since its effective date on August 15,
2003, we have not waived compliance with or amended the code of ethics.
Compensation of Directors and Officers
Argentine law provides that the aggregate annual compensation paid to the members of the Board of Directors (including those
directors acting in an executive capacity) with respect to a fiscal year may not exceed 5% of net income for such year if YPF is not
paying dividends in respect of such net income, which percentage is increased up to 25% of net income based on the amount of
dividends, if any, are paid. The compensation of the president and other directors acting in an executive capacity, together with the
compensation of all other directors, requires the ratification of an ordinary general shareholders’ meeting as provided by Argentine
law. The compensation of the members of the Supervisory Committee is determined by the shareholders at the ordinary shareholders’
meeting.
For the period ended December 31, 2009 the aggregate compensation accrued or paid to the members of the Board of Directors
and YPF’s executive officers for services in all capacities was Ps.59.7 million.
During 2009, YPF’s performance-based compensation programs included a bonus plan for approximately 5,000 employees.
This bonus plan provides for cash to be paid to its participants based on a measurable and specific set of objectives under Repsol
YPF’s Management by Objectives program and the results of the review of individual performance. All of the participants are non-
unionized YPF employees. The participation of each eligible employee in the bonus plan ranges from 15% to 55% of such employee’s
annual base salary. Bonus percentages are fixed by the president of Repsol YPF with the approval of Repsol YPF’s Compensation
Committee at the beginning of each calendar year. The total amount of bonuses awarded under the bonus plan cannot exceed 90% of
the individual maximum participation and will be linked to Repsol YPF’s net cash flow.
The amount set aside or accrued by YPF to provide pension, retirement or similar benefits to members of its Board of Directors
or officers with executive responsibilities amounted to a total of Ps.5.6 million in 2009.
YPF’s directors do not have any service contracts with YPF.
Supervisory Committee
The Supervisory Committee is responsible for overseeing compliance by the management and the Board of Directors with the
Argentine Corporations Law, the by-laws and regulations (if any), and shareholders’ resolutions. The functions of the Supervisory
Committee include, among others, attending all meetings of the Board of Directors, preparing a report of the financial statements for
our shareholders, attending shareholders’ meetings and providing information upon request to holders of at least 2% of our capital
stock.
The by-laws provide for a Supervisory Committee consisting of three to five members and three to five alternate members,
elected to one-year terms. The Class A shares are entitled to elect one member and one alternate member of the Committee so long as
one share of such class remains outstanding. The holders of Class D shares elect up to four members and up to four alternates. Under
the by-laws, meetings of the Supervisory Committee may be called by any member. The meeting requires the presence of all
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members, and a majority vote of the members in order to make a decision. The members and alternate members of the Supervisory
Committee are not members of our Board of Directors. The role of our Supervisory Committee is distinct from that of the Audit
Committee. See “—The Audit Committee.” For the year 2009, the aggregate compensation paid to the members of the Supervisory
Committee was Ps.1.58 million.
The current members of the Supervisory Committee, the year in which they were appointed and the year their current term
expires are as follows:
Name
Silvana Rosa Lagrosa............................................................................................................
Juan A. Gelly y Obes ............................................................................................................
Israel Lipsich.........................................................................................................................
Santiago C. Lazzati ...............................................................................................................
Carlos María Tombeur..........................................................................................................
Gustavo Adolfo Mazzoni......................................................................................................
Arturo F. Alonso Peña ..........................................................................................................
Oscar Oroná ..........................................................................................................................
Edgardo A. Sanguineti ..........................................................................................................
Rubén Laizerowitch ..............................................................................................................
Class of Shares
Represented
A
D
D
D
D
A
D
D
D
D
Age
52
54
85
72
55
58
59
62
59
56
Member Since
2007
2005
2008
2005
2008
2010
2007
2008
2008
2008
Term Expires
2011
2011
2011
2011
2011
2011
2011
2011
2011
2011
Silvana Rosa Lagrosa
Mrs. Lagrosa graduated as a certified public accountant from the University of Buenos Aires. She has been a member of the
National General Audit Office (Sindicatura General de la Nación (SIGEN)) since 2000, for which she acts as statutory auditor of our
company, Aerolíneas Argentinas S.A., Austral S.A. and Lotería Nacional S.E.
Juan A. Gelly y Obes
Mr. Gelly y Obes graduated as a certified public accountant from the Belgrano University of Buenos Aires. He is a partner of
the consulting firm Gelly y Obes & Asociados-Accountants, and he is a consulting accountant in legal matters to the board of directors
of the Argentine Republic Central Bank. Previously, Mr. Gelly y Obes was a member of the statutory audit committees of Aerolíneas
Argentinas S.A. and Agritech Inversora S.A.
Israel Lipsich
Mr. Lipsich graduated as a certified public accountant from the University of Buenos Aires. He is currently a member of the
Supervisory Committee of Banco de San Juan S.A., Banco de Santa Cruz S.A., Nuevo Banco de Santa Fe S.A., Nuevo Banco de Entre
Ríos S.A., Petersen, Thiele y Cruz S.A., Santa Sylvia S.A., Turfmax S.A., Petersen Inversiones S.A. and Serra Lima S.A.
Santiago C. Lazzati
Mr. Lazzati graduated as a certified public accountant from the University of Buenos Aires. He was a partner of Arthur
Andersen from 1974 until he retired in 1993 and was the head of the Audit and Business Advisory Division from 1975 to 1987 and
Practice Director from 1987 until his retirement. He is currently working in Argentina and other Latin American countries in
consulting, especially in human capital services. He is a business consultant, specializing in topics related to management and human
behavior. He is the author of fifteen books and many articles on accounting, auditing and business administration. Additionally,
Mr. Lazzatti is assessor of the International Criminal Court in the Hague of all matters concerning the organization of the Office of the
Prosecutor in charge, Dr. Luis Moreno Ocampo. Mr. Lazzati is the statutory auditor of Sheraton Hotels and Telefónica de Argentina
and a full-time business administration professor of the Universidad Católica Argentina.
Carlos María Tombeur
Mr. Tombeur graduated from the University of Buenos Aires, School of Law and Social Sciences, with a law degree in 1976.
Previously, he was Professor of Economic Law in the School of Economic Sciences and of Commercial Law in the School of Law,
both at the University of Buenos Aires. Mr. Tombeur was also Professor of Economic Law in the Master’s Degree program in Public
Policy at the University Di Tella. From 1999 to 2005 he served as member of the Board of Directors of YPF S.A. Mr. Tombeur was
appointed controller at Seguro de Depósitos S.A. (SEDESA) (Insurance Deposit Company) by the Central Bank for the period 1997-
2001. He also served as legal undersecretary of the Ministry of Economy and Public Works and Services from 1992 until 1996 and
was member of the Board of Directors of the Central Bank of the Argentine Republic, 1991-1992. Mr. Tombeur was Partner of the
firm Caride Fitte & Tombeur from 1977 until 1991. Mr. Tombeur is currently Partner with the firm Severgnini Robiola Grinberg &
Larrechea. He is also a member of the Bar Association of the City of Buenos Aires and the International Bar Association.
Mr. Tombeur is currently the President of the Board of Directors at EMC Computer Systems Argentina S.A. and Williams Lea
Argentina S.A.
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Gustavo Adolfo Mazzoni
Mr. Mazzoni graduated as a certified public accountant from the University of Buenos Aires. He is a member of the National
General Audit Office (Sindicatura General de la Nación (SIGEN)) and acts as statutory auditor of our company, Emprendimientos
Energéticos Binacionales S.A. (EBISA), Gas Natural Ban, ARSAT and RTA. He is also an assessor of the National General Auditor.
Arturo F. Alonso Peña
Mr. Peña received his law degree from the University of Buenos Aires School of Law in 1973. He was statutory auditor of
Banco Hipotecario Nacional from 1995 to 2001. He was partner of M&M Bomchil law firm from 1980 to 1985, Chief of the
trademark department of the National Intellectual Property Registry in 1979, and secretary of the Court of First Instance in
commercial matters of the City of Buenos Aires from 1974 to 1978. He is currently an attorney with Severgnini, Robiola, Grinberg &
Larrechea.
Oscar Alberto Oroná
Mr. Oroná graduated with a law degree from the Belgrano University of Buenos Aires in 1975. He is a Consultant Lawyer of
Cassagne Abogados Law Firm. In 1991 Mr. Oroná completed the Petroleum Management Certificate Program in Boston,
Massachusetts. He previously served as a member of the Board of Directors of Astra Compañía Argentina de Petróleo S.A., Terminal
Marítima Patagónica S.A., Pluspetrol Energy S.A., Central Dock Sud S.A., Inversora Dock Sud S.A., Empresa Petrolera Andina S.A.
(Bolivia), Apex Petroleum Inc., Gas Argentino S.A., Metrogas S.A., Petroken Petroquimica Ensenada S.A. and Empresa de
Distribución Eléctrica de Entre Ríos S.A. Mr. Oroná was also the Second Vice President of the Cámara de Sociedades Anónimas and
President of the Legal Committee of the Cámara de la Industria del Petróleo and of San Isidro Golf Club S.A. He is a member of the
Supervisory Committee of Oleoductos del Valle S.A. and Metrogas S.A., as well as the Colegio de Abogados de Buenos Aires, the
American Bar Association, the Asociación de Derecho de la Energía, the Instituto Argentino del Petróleo y Gas (IAPG) and the
Association of International Petroleum Negotiators (AIPN).
Edgardo A. Sanguineti
Mr. Sanguineti graduated from the University of Buenos Aires with a degree in Business Administration and holds a doctorate
in Economic Sciences from the same university, where he was a professor in the Economic Sciences doctoral program. He is a
Certified Public Accountant and Partner of Lazzati y Sanguineti – Management Consulting Firm. Mr. Sanguineti is a member of the
Statutory Audit Committee of Telefónica de Argentina, Telefónica Holding de Argentina S.A., Televisión Federal S.A.-Telefé,
Atlántida Comunicaciones S.A. and Telefónica Media Argentina S.A., among other companies.
Rubén Laizerowitch
Rubén Laizerowitch received his law degree at the University of Buenos Aires. He is an alternate member of Board of Directors
of Petersen, Thiele y Cruz S.A., Estacionamientos Buenos Aires S.A. Mantenimientos y Servicios S.A., and INWELL S.A., and is a
member of Supervisory Committee of Nuevo Banco de Santa Fe S.A., Banco de San Juan S.A., and Nuevo Banco de Entre Ríos S.A.
He is also an alternate member of the Supervisory Committee of Banco Santa Cruz S.A.
Employee Matters
As of December 31, 2009, we had 12,140 employees, including 6,158 employees of the Refining and Marketing business
segment, 2,277 employees of the Exploration and Production business segment, and 564 employees of the Chemicals business
segment.
Approximately 42% of our employees are represented by the labor union “Federación Sindicatos Unidos Petroleros e
Hidrocarburíferos” (SUPeH) that negotiates with us labor agreements and salaries which apply to YPF and OPESSA unionized
employees. The SUPeH is permanently negotiating with us, and we maintain a good level of communication. In general, labor unions
related to the petrochemical industry aligned with general wage increases given by the General Unions Confederation (Confederación
General del Trabajo or “CGT”).
At the end of 2006, we began new negotiations with the SUPeH, that resulted in our extending our agreements with such unions
until the end of 2010. The negotiations involved the economic and social conditions for employees of ours and of third parties that are
addressed in the labor agreement. We consider our current relations with our workforce to be generally good.
In addition, labor conditions and salaries of third-party employees working with YPF and OPESSA in refineries, oil fields and
gas stations, are negotiated with sixteen other unions.
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As part of its privatization, YPF restructured its internal organization and significantly reduced the number of its employees.
YPF reduced its work force from over 51,000 employees (including approximately 15,000 personnel under contract) at December 31,
1990 to approximately 7,500 at December 31, 1993. YPF paid to the employees affected by these reductions the termination payments
required under Argentine labor laws which amounted to Ps.686 million. A substantial majority of lawsuits which were originated as a
consequence of said restructuring process have been brought by former employees who allege that they received insufficient
severance payments in connection with their dismissal and various job-related illnesses, injuries, typically seeking unspecified relief.
As of December 31, 2009, YPF was a party in approximately 1,681 labor lawsuits which relate to events or acts that took place
after December 31, 1990. The outcome of said lawsuits depends on factual issues that vary from case to case, and it is not always
feasible to predict the outcome of particular cases. However, based on the number and character of the lawsuits already commenced,
the estimated likelihood of additional claims in view of the number of dismissed employees, applicable statutes of limitations, the
legal principles involved in the suits and the financial statement reserves previously established, our management does not expect the
outcome of these lawsuits to have a material adverse effect on our financial condition or future results of operations.
Maxus (a YPF subsidiary) has a number of trustee noncontributory pension plans covering substantially all its full-time
employees. The benefits provided by these plans are based on the number of years of employment and the compensation earned
during those years. This company has other noncontributory pension plans for executive officers, selected key employees and former
employees of the Maxus group. The Maxus Energy Corporation career average pension plan was frozen effective March 1, 2007. The
Maxus Energy Corporation savings plan was amended effective March 1, 2007 to include a non-elective component, through which
the plan’s sponsor contributes 7.5% of the employees’ annual base salary. Maxus also grants benefits for health care, life insurance
and other social benefits to some of its employees who retire early. The amounts payable accrue over the employees’ years of service.
During March 2008, YPF Holdings purchased a group annuity contract from an insurance company to settle the liability associated
with the benefits under certain of Maxus’ defined benefits plans, with a one-time premium payment of U.S.$115 million. The
assumption by the insurance company of liability under the plans was effective on March 20, 2008, the date the premium was paid by
YPF Holdings.
As of December 31, 2009 there were also approximately 30,415 third-party employees under contract, mostly with large
international service providers. Although we have policies regarding compliance with labor and social security obligations by its
contractors, we are not in a position to ensure that contractors’ employees will not initiate legal actions to seek indemnification from
us based upon a number of Argentine judicial labor court precedents recognizing joint and several liability between the contractor and
the entity to which it is supplying services under certain circumstances.
The following table provides a breakdown of our employees by business units as of December 31, 2009.
Employees by Business Units
Exploration and Production .......................................................................................................................................................
Refining and Marketing .............................................................................................................................................................
Chemicals ..................................................................................................................................................................................
Corporate and Other(1) ..............................................................................................................................................................
Total YPF...................................................................................................................................................................................
2,277
6,158
564
3,141
12,140
(1)
Includes 2,104 employees of A-Evangelista S.A.
The following table provides a breakdown of our employees by geographic locations.
Employees by geographic location
Argentina(1)...............................................................................................................................................................................
United States ..............................................................................................................................................................................
Total YPF...................................................................................................................................................................................
12,120
20
12,140
(1)
Includes 2,104 employees of A-Evangelista S.A.
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ITEM 7.
Major Shareholders and Related Party Transactions
The following table sets forth information relating to the beneficial ownership of our shares as of the date of this annual report.
Repsol YPF(1) ...........................................................................................................................................
Petersen Group(2) ......................................................................................................................................
Public(3) ....................................................................................................................................................
Argentine federal and provincial governments(4) .....................................................................................
Employee fund(5) ......................................................................................................................................
Number of shares
330,551,981
60,813,798
1,895,204
11,388
40,422
(%)
84.04%
15.46%
0.48%
<0.01%
0.01%
(1) Share ownership amounts and percentages do not reflect the remaining option granted by Repsol YPF to Enrique Eskenazi,
Sebastián Eskenazi, Ezequiel Eskenazi Storey and Matías Eskenazi Storey, shareholders of Petersen Energía, or to companies
that are, directly or indirectly, wholly-controlled by any of them, to purchase up to an additional 10% of our capital stock
pursuant to the Second Petersen Option described in further detail below. See “—Option Agreements”.
(2) Corresponds to Petersen Energía (14.90%) and PEISA (0.56%).
(3) According to data provided by The Bank of New York Mellon, as of April 30, 2010 there were approximately 230.8 million
ADSs outstanding and approximately 83 holders of record of ADSs. Such ADSs represented approximately 58.7% of the total
number of issued and outstanding Class D shares as of that date. Repsol YPF (including its other subsidiaries) and Petersen
Group were the largest holders of our ADSs.
(4) Reflects the ownership of 3,764 Class A shares and 7,624 Class B shares by the Argentine federal government and provincial
governments, respectively.
(5) Reflects the ownership of 65,949 Class C shares.
The following are summaries of certain material terms of the agreements entered into by Repsol YPF, Petersen Energía and
certain of their respective affiliates in connection with the Petersen Transaction and the Petersen Options (as defined below), as
described in Repsol YPF’s public filings.
Share Purchase Agreement and Related Financing Agreements
Pursuant to the share purchase agreement entered into by Petersen Energía and Repsol YPF in 2008, Petersen Energía purchased
58,603,606 ADSs, representing 14.9% of our outstanding capital stock, from Repsol YPF for a total purchase price of U.S.$2,235
million, or U.S.$38.13758 per ADS (the “Petersen Transaction”). Petersen Energía’s purchase of our securities was financed by the
drawdown of U.S.$1,026 million under a senior secured term loan facility provided by certain financial institutions, borrowing of
U.S.$1,015 million under a seller credit agreement entered into with Repsol YPF and equity provided by Petersen Energía’s
shareholders. The seller credit agreement matures on February 21, 2018. Principal payments are required to be made at certain
periodic intervals commencing in 2013 until the maturity date. The loan under the seller credit agreement bears interest at 8.12% per
year until May 15, 2013, and thereafter at 7.0% per year, and contains other customary terms and provisions.
Securities purchased by Petersen Energía are pledged as collateral under the senior secured term loan facility and the seller
credit agreement. The seller credit agreement is subordinated to the senior secured term loan facility.
Option Agreements
Repsol YPF granted certain affiliates of Petersen Energía, an option to purchase the number of Class D shares or ADSs
amounting to 0.1% of our capital stock, pursuant to the first option agreement (which was exercised in May 2008) (the “First Petersen
Option”), and an option to purchase an additional number of Class D shares or ADSs amounting to 10.0% of our capital stock
(collectively, the “Option Shares”), pursuant to the second option agreement, subject to certain terms and conditions (the “Second
Petersen Option” and, together with the First Petersen Option, the “Petersen Options”). The Second Petersen Option expires on
February 21, 2012. The exercise price per Option Share shall be determined in accordance with the following formula: (i) U.S.$15
billion multiplied by the consumer price index published monthly by the United States Bureau of Labor Statistics for the period from
the date of the option agreements through the exercise date, (ii) plus or minus our accumulated results from the date of the option
agreements through the exercise date (with certain adjustments for taxes paid), determined based on our financial statements for the
fiscal years ending after the date of the option agreements, (iii) minus dividends paid from the date of the option agreements through
the exercise date, (iv) plus or minus any changes in our share capital, (v) divided by the number of shares outstanding on the exercise
date.
The beneficiaries of the Second Petersen Option may exercise their purchase rights on one or more occasions during the
exercise period of such second option agreement.
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Subject to certain terms and conditions contained in the Petersen Options, Repsol YPF has agreed to provide financing of up to
48% of the exercise price required to be paid for the Option Shares purchased by certain members of the Eskenazi family pursuant to
the Petersen Options. Repsol YPF had also agreed to finance or guarantee the financing of up to 100% of the price that the members
of the Eskenazi family would be required to pay to purchase shares from other shareholders through a mandatory tender offer as a
result of Petersen Energía and its affiliates, including certain members of the Eskenazi family, acquiring an interest in our capital stock
of more than 15%. This commitment is limited to a maximum amount equivalent to the price necessary to purchase Class D shares or
ADSs equal to 0.9% of our capital stock, which corresponds to the percentage of shares that were not owned by Repsol YPF prior to
the Petersen Transaction.
The beneficiaries of the Petersen Options agreed that, if they exercise the Second Peterson Option, they will not transfer for a
period of five years the 10% of our outstanding capital stock that is subject to the second option agreement, but have not made such an
agreement as to the 0.1% of our capital stock that was acquired pursuant to the First Peterson Option.
Shareholders’ Agreement
Petersen Energía, Repsol YPF and certain affiliates of Repsol YPF entered into a shareholders’ agreement on February 21, 2008
in connection with the Petersen Transaction establishing certain rights and obligations in connection with our governance and certain
procedures for and limitations on transfers of our shares, among other matters. The following is a summary of certain material terms
of the shareholders’ agreement based on Repsol YPF’s public filings.
Voting at Shareholders’ Meetings
Repsol YPF and Petersen Energía have agreed to discuss and reach agreement on their voting with respect to proposals
presented at shareholders’ meetings involving certain matters, including certain increases or any reductions in our capital (except
reductions that are legally required), the merger, divestiture or dissolution of our company or certain of our subsidiaries, the divestiture
of material assets of our company or certain of our subsidiaries, the modification of our by-laws, and the designation or removal of our
external auditors, among other matters. In the event that Repsol YPF and Petersen Energía cannot reach an agreement on any of these
matters, they have agreed to vote against such matters.
Composition of our Board of Directors
Repsol YPF and Petersen Energía have agreed that the composition of our Board of Directors shall reflect a proportional
representation of Repsol YPF’s and Petersen Energía’s interests in our capital stock, with (i) Repsol YPF retaining the right to appoint
the majority of the members of our Board of Directors for so long as it holds the majority of our capital stock, and (ii) Petersen
Energía having the right to appoint at least five members to our Board (or three members in the case that its interest in our outstanding
capital stock falls below 10%).
Appointment of Directors and Officers and Certain Board Decisions
Repsol YPF and Petersen Energía have agreed that the Chairman of our Board of Directors and our Chief Operating Officer
shall be designated by Repsol YPF while our Chief Executive Officer will be designated by Petersen Energía.
Certain decisions of our Board of Directors shall require the affirmative vote of the directors representing Repsol YPF and
Petersen Energía, including any action that results in any of the specific matters discussed under “—Voting at Shareholders’
Meetings” above, the reduction of our direct or indirect interest in certain of our subsidiaries, the contracting of debts, guarantees or
investments that contractually limit the payment of dividends or cause our consolidated debt to EBITDA ratio to reach or exceed 3:1,
undertake non-budgeted investments or acquisitions that individually exceed U.S.$250 million, and the requesting of the declaration
of insolvency or bankruptcy, among other matters. In the event that Repsol YPF and Petersen Energía cannot reach an agreement on
any of these specific matters, they have agreed to instruct their directors to vote against such matters.
Lock-Ups and Transfer Restrictions
Petersen Energía has agreed not to sell any shares of our capital stock for a period of five years, subject to certain exceptions,
including the condition that Repsol YPF continues to hold at least 35% of our outstanding capital stock. In addition, if our dividend
payments are insufficient for Petersen Energía to meet its obligations under the senior secured term loan facility, or if Petersen Energía
repays the senior secured term loan facility in full, Petersen Energía may sell shares of our capital stock, so long as Petersen Energía
maintains a minimum interest in our capital stock of between 10% and 15% (depending on whether the beneficiaries of the Petersen
Options have fully exercised the Petersen Options and excluding certain dilution events in respect of capital increases).
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Repsol YPF has agreed to hold at least 50.01% of our capital stock for a period of at least five years, unless Petersen Energía
repays the senior secured term loan facility in full. Once the senior secured term loan facility has been repaid in full, Repsol YPF has
agreed to hold at least 35% of our capital stock, so long as Petersen Energía maintains a minimum interest in our capital stock of
between 10% and 15% (depending on whether its affiliates that are beneficiaries of the Petersen Options have fully exercised the
Petersen Options and excluding certain dilution events in respect of capital increases), provided that Repsol YPF may sell shares to a
purchaser that is a “first-tier” company in the oil and gas industry and agrees to be bound by the terms of the shareholders’ agreement.
After five years: (i) Petersen Energía may transfer its shares without limitation; and (ii) so long as Petersen Energía maintains a
minimum interest in our capital stock of between 10% and 15% (depending on whether its affiliates that are beneficiaries of the
Petersen Options have fully exercised the Petersen Options and excluding certain dilution events in respect of capital increases),
Repsol YPF must maintain an interest that, combined with Petersen Energía’s holdings, amounts to 40% of our outstanding capital
stock, subject to certain conditions, provided that Repsol YPF may sell shares to a purchaser that is a “first-tier” company in the oil
and gas industry and agrees to be bound by the terms of the shareholders’ agreement.
Tag-Along Rights, Right to Participate in Public Offering and Right of First Refusal
If Petersen Energía has repaid the senior secured term loan facility in full, when Repsol YPF sells more than 5% of our
outstanding capital stock, Petersen Energía shall have a pro rata tag-along right with respect to such sale by Repsol YPF. Petersen
Energía also has a right to participate, on a pro rata basis, in any public offering of our outstanding capital stock conducted by Repsol
YPF.
Additionally, when Repsol YPF or Petersen Energía sells a block of our shares representing greater than 10% of our capital
stock, the other party shall have a right of first refusal to purchase such shares, subject to certain terms and conditions.
Acquisition of Certain of Repsol YPF’s Latin American Assets
Repsol YPF and Petersen Energía have agreed to allow us to evaluate the possible acquisition, at market price, of certain
specified Latin American assets of Repsol YPF in order to expand and diversify our business.
Dividends
Repsol YPF and Petersen Energía have agreed to effect the adoption of a dividend policy under which we would distribute 90%
of our net income as dividends, starting with our net income for 2007. They have also agreed to vote in favor of requiring us to
distribute an additional dividend of U.S.$850 million, which was paid jointly with the ordinary dividends in 2008 and 2009.
Tender Offer by Petersen Energía
Repsol YPF agreed not to participate in the tender offer for our shares that Petersen Energía or its affiliates were required to
make when they acquired 15% or more of our outstanding capital stock (as a result of its exercise of one of the Petersen Options, or
otherwise).
Duration and Termination
The shareholders’ agreement shall remain in effect during our existence, but is subject to immediate termination if Repsol
YPF’s holdings of our capital stock fall below 12.5% or Petersen Energía’s holdings of our capital stock fall below 10%. The
shareholders’ agreement is also subject to termination if there are certain defaults under the shareholders’ agreement, or if, within
thirty days of the bankruptcy of either party, the bankrupt party cannot provide a sufficient guaranty to the other party.
Registration Rights and Related Agreements
Under the terms of the registration rights agreement between us, Repsol YPF and the financial institutions providing the senior
secured term loan facility, we have agreed to file a resale shelf registration statement under the Securities Act with respect to the
ADSs sold in the Petersen Transaction, have it declared effective by the SEC, and keep it continuously effective until certain specified
conditions have been met. On February 20, 2008, we filed such shelf registration statement on Form F-3 with the SEC. Upon any
acceleration of the senior secured term loan facility following the occurrence and continuation of an event of default under such
facility, Credit Suisse, London Branch, the administrative agent acting on behalf of the lenders under the senior secured term loan
facility as holders of such pledged securities, may sell such securities under the shelf registration statement after giving us notice,
provided that we may suspend the use of the registration statement upon the occurrence of certain specified events. Such securities and
the associated registration rights may be transferred by any holder.
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In the event that we fail to keep a continuously effective resale shelf registration statement and an acceleration of the senior
secured term loan facility following an occurrence and continuation of an event of default under such facility occurs, we are required
to pay certain specified damages to the holders of the securities required to be registered. The registration rights agreement provides
that the selling shareholders and us will indemnify each other and their and our respective directors, officers, agents, employees and
controlling persons against specific liabilities in connection with the offer and sale of the ADSs, including liabilities under the
Securities Act, or will be entitled to contribution in connection with those liabilities. In addition, Repsol YPF and Petersen Energía
PTY Ltd., the parent holding company of Petersen Energía, S.A., have agreed in a separate agreement to indemnify us against certain
specific losses resulting from our agreement to indemnify the selling shareholders and their directors, officers and controlling persons
pursuant to the registration rights agreement (excluding losses resulting from a final judgment determining the existence of a material
misstatement or omission of fact contained in our resale shelf registration statement or a prospectus included therein, or a settlement
based on such claims). Repsol YPF or Petersen Energía S.A. will pay all of our expenses incidental to the registration, offering and
sale of the ADSs to the public (subject to the caps and limitations set forth in the registration rights agreement), and each selling
shareholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and
agents.
We have also entered into a separate registration rights agreement with respect to the Option Shares, with terms and conditions
that are substantially similar to those contained in the registration rights agreement entered into with respect to the ADSs sold in the
Petersen Transaction.
Related Party Transactions
All material transactions and balances with related parties are set forth in Note 7 to the Audited Consolidated Financial
Statements. The principal such transactions were our sales of refined and other products to certain affiliates (which amounted to
Ps.1,378 million in 2009), and our purchase of petroleum and other products that we do not produce ourselves from certain affiliates
(which amounted to Ps.446 million in 2009). The prices of the transactions with related parties approximate the amounts charged by
and/or to us by unrelated third parties.
In addition, Repsol YPF and Petersen Energía PTY Ltd., the parent holding company of Petersen Energía, have agreed to
indemnify us against certain specific losses resulting from our agreement to indemnify the selling shareholders and their directors,
officers and controlling persons pursuant to the registration rights agreements we have entered into in connection with the Petersen
Transaction (excluding losses resulting from a final judgment determining the existence of a material misstatement or omission of fact
contained in our resale shelf registration statement or a prospectus included therein, or a settlement based on such claims). Repsol YPF
or Petersen Energía will pay all of our expenses incidental to the registration, offering and sale of the securities registered hereby to
the public. See “—Registration Rights and Related Agreements.”
For an organizational chart showing our organizational structure, including our interests in our principal affiliates, see “Item 4.
Information on the Company—Overview.”
Argentine Law Concerning Related Party Transactions
Section 73 of the Transparency Decree provides that before a company whose shares are listed in Argentina may enter into an
act or contract involving a “significant amount” with a related party or parties, such company must obtain approval from its board of
directors, and obtain an opinion, prior to such board approval, from its audit committee or from two independent valuation firms that
states that the terms of the transaction are consistent with those that could be obtained on an arm’s-length basis.
For the purpose of Section 73 of the Transparency Decree, as amended by Decree No. 1020/03, “significant amount” means an
amount that exceeds 1% of the issuer’s net worth as reflected in the latest approved financial statements, provided this amount exceeds
Ps.300,000. For purposes of the Transparency Decree, “related party” means (i) directors, members of the supervisory committee,
managers; (ii) the persons or entities that control or hold a significant participation in the company or in its controlling shareholder (at
least 35% of its capital stock, or a lesser amount when they have the right to appoint one or more directors, or have other shareholder
agreements related to the management of the company or its controlling shareholder); (iii) any other company under common control;
(iv) direct relatives of the persons mentioned in (i) and (ii); or (v) companies in which the persons referred to in (i) to (iv) hold directly
or indirectly significant participations.
The acts or contracts referred to above, immediately after being approved by the board of directors, shall be disclosed to the
CNV, making express indication of the audit committee’s or independent valuation firm’s opinion, as the case may be. Also,
beginning on the business day following the day the transaction was approved by the board of directors, the audit committee’s or
independent valuation firm’s reports shall be made available to the shareholders at the company’s principal executive offices.
If the audit committee or the two independent valuation firms do not find that the contract is on arm’s-length terms, prior
approval must be obtained at the company’s shareholders’ meeting.
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ITEM 8.
Financial Statements
Financial Information
See Item 18 for our Audited Consolidated Financial Statements.
Legal Proceedings
Argentina
The Privatization Law provides that the Argentine State shall be responsible, and shall hold us harmless, for any liabilities,
obligations or other commitments existing as of December 31, 1990 that were not acknowledged as such in the financial statements of
Yacimientos Petrolíferos Fiscales Sociedad del Estado as of that date arising out of any transactions or events that had occurred as of
that date, provided that any such liability, obligation or other commitment is established or verified by a final decision of a competent
judicial authority. In certain lawsuits related to events or acts that took place before December 31, 1990, we have been required to
advance the payment of amounts established in certain judicial decisions, and have subsequently been reimbursed or are currently in
the process of requesting reimbursement from the Argentine government of all material amounts in such cases. We are required to
keep the Argentine government apprised of any claim against us arising from the obligations assumed by the Argentine government.
We believe we have the right to be reimbursed for all such payments by the Argentine government pursuant to the above-mentioned
indemnity, which payments in any event have to date not been material. This indemnity also covers fees and expenses of lawyers and
technical consultants subject, in the case of our lawyers and consultants, to the requirement that such fees and expenses not be
contingent upon the amounts in dispute.
Reserved, probable contingencies
Reserves totaling Ps.1,769 million, Ps.1,821 million, and Ps.1,898 million as of December 31, 2009, 2008 and 2007,
respectively, have been established to provide for contingencies which are probable and can be reasonably estimated. In the opinion of
our management, in consultation with our external counsel, the amount reserved reflects the best estimation, based on the information
available as of the date of this annual report, of the probable outcome of the mentioned contingencies. The most significant legal
proceedings and claims reserved are described in the following paragraphs.
CNDC anti-competitive activity disputes. On March 22, 1999, we were notified of Resolution No. 189/99 from the former
Secretariat of Industry, Commerce and Mining of Argentina, which imposed a fine on us of Ps.109 million, stated Argentine pesos as
of that date, based on the interpretation that we had purportedly abused our dominant position in the bulk 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 we made the claimed payment. Additionally, Resolution No. 189/99 provided
for the commencement of an investigation in order to prove whether the penalized behavior continued from October 1997 to March
1999. On December 19, 2003, the CNDC completed its investigation and charged us with abuse of dominant market position during
this period. On January 20, 2004, we answered the notification by (i) claiming the application of the statutes of limitations and
alleging the existence of defects in the imputation procedure (absence of majority in the resolution that decided the imputation and
prejudgment by its signers); (ii) arguing the absence of abuse of dominant position; and (iii) offering the corresponding evidence.
Given that the Argentine Supreme Court has previously established under Law No. 22,262 that the statute of limitations for
administrative infractions is two years, we believe that our defense based on the statute of limitations is solid. Since the imputed
conduct occurred before September 29, 1999, which is the effective date of the new law, we believe that the law applicable to the
proceeding is Law No. 22,262 instead of the new Antitrust Protection Law (No. 25,156). We filed appeals with the National Economic
Criminal Court: (i) on July 29, 2003, in view of the rejection by the CNDC of the motion to overturn the resolution that ordered the
opening of the preliminary investigations without deciding in advance on the statute of limitations defense claimed by us; and (ii) on
February 4, 2004, in view of the rejection by the CNDC of the motion to overturn the resolution that ordered the charge because of a
lack of majority and prejudgment. On April 13, 2004, the National Court of Appeals in Criminal Economic Matters sustained the
appeal filed by us on the grounds of lack of majority of the CNDC in passing the objected resolution. On August 31, 2004, we
appealed the resolution passed by the CNDC that rejected our statute of limitations defense. The CNDC accepted the appeal and
referred the proceedings to Chamber II of the National Court of Appeals in Federal Civil and Commercial Matters, which
subsequently referred the proceeding to Chamber B of the National Court of Appeals in Criminal Economic Matters. On March 3,
2006, the CNDC decided on the evidence that we shall produce during this proceeding. During August and September 2007, hearings
involving the testimony of witnesses proposed by us took place. On August 12, 2008, Chamber B of the National Court of Appeals in
Criminal Economic Matters rejected our statute of limitations argument. We have appealed this decision. Upon Chamber B’s
confirmation of the CNDC’s resolution, YPF filed a cassation and an extraordinary appeal on the basis that the CNDC bases its
arguments on Law No. 22,262, while Chamber B relies on the application of Law No. 25,156. Chamber B of the National Court of
Appeals in Criminal Economic Matters rejected both appeals. YPF has consequently presented two complaint appeals: one against the
rejection of the cassation appeal (rejected on December 18, 2008) and another against the rejection of the extraordinary appeal
(rejected on February 17, 2009). Both appeals are under evaluation. Regarding the administrative proceedings before the CNDC, the
evidence production period has ended. Additionally, on November 25, 2009, we presented our closing statement. On December 22,
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2009, Chamber IV of the Court of Cassation rejected our cassation appeal against Chamber B of the National Court of Appeals in
Criminal Economic Matters’ decision. The extraordinary appeal is still pending before the Supreme Court. Furthermore, on
December 21, 2009, YPF filed another claim concerning the statute of limitations before the CNDC. On April 19, 2010 the CNDC
rejected this claim and YPF appealed such decision.
Despite our arguments, the mentioned circumstances make evident that, preliminarily, the CNDC denies the defenses filed by us
and that it is reluctant to modify the doctrine provided by the Resolution No. 189/1999.
Alleged defaults under natural gas supply contracts. Since 2004, the Argentine Secretariat of Energy and the Undersecretariat of
Fuels, through Rule No. 27/04, Resolutions No. 265/04, 659/04, 752/05, 1329/06 and 599/07, have on various occasions instructed us
to supply certain quantities of natural gas to the Argentine domestic market, in each case notwithstanding the lack of a contractual
commitment on our part to do so. In addition, the Argentine government has, at various times since 2004, imposed direct volume
limitations on natural gas exports in different ways. As a result of these measures, from 2004 to the present, we have been forced in
many instances to partially or fully suspend natural gas export deliveries that are contemplated by our contracts with export customers.
We appealed these measures, but, pending favorable final resolution of such appeals, we have been obliged to comply in order
to avoid greater losses to us and our export customers that could be occasioned by the revocation of our export permits or other
penalties. We informed our natural gas export customers of our position that these governmental measures constitute an event of force
majeure that releases us from any contractual or extra-contractual liability deriving from the failure to deliver the agreed upon
volumes of gas. Some of our customers have rejected our position and have sought damages and/or penalties for breach of supply
commitments under a contractual “deliver or pay” clause, which claims have been rejected by us.
We have been in pre-arbitral settlement discussions with Electroandina S.A. and Empresa Eléctrica del Norte Grande S.A.,
which have sought damages from us under the “deliver-or-pay” clause. These companies have claimed damages through November
2006 in a total amount of approximately U.S.$41 million and, from December 2006 through September 2007, for an additional total
amount of U.S.$52 million. We have opposed such claims. Furthermore, the above-mentioned companies have notified the formal
start-up period of negotiations previous to any arbitration proceedings. Although such period is overdue, YPF has not been notified of
the initiation of the arbitration proceedings.
Additionally, on June 25, 2008, AES Uruguaiana Emprendimientos S.A. (AESU) claimed damages in a total amount of
U.S.$28.1 million for missed deliveries of natural gas volumes during the period September 16, 2007 through June 25, 2008. On
July 16, 2008, AESU also claimed damages in a total amount of U.S.$2.7 million for missed deliveries of natural gas volumes during
the period January 18, 2006 through December 1, 2006. We have contested both of these claims. Both parties have suspended the
fulfillment of their obligations under the contract. On September 15, 2008, AESU notified YPF the interruption of the fulfillment of its
commitments alleging delay and breach of YPF’s obligations. YPF has rejected this notification. On December 4, 2008, YPF notified
that having ceased the force majeure conditions, pursuant to the contract in force, it would suspend its delivery commitments, due to
the repeated breaches of AESU’s obligations. This notification was also rejected. On December 30, 2008, AESU rejected YPF’s right
to suspend its natural gas deliveries and on March 20, 2009, AESU notified YPF that it was terminating the contract. See “—
Arbitration with AES Uruguaiana Emprendimentos S.A. (AESU), Companhia de Gás do Estado do Río Grande do Sul (Sulgás) and
Transportadora de Gas del Mercosur S.A. (TGM).”
In addition, YPF is subject to certain claims related to transportation fees and charges associated with transportation services
under contracts associated with natural gas exports. One of the parties to these contracts initiated mediation proceedings with us in
order to determine the merits of its claim. The mediation proceedings, did not result in an agreement and, on March 12, 2010, YPF
was notified of the lawsuit filed by such company claiming the fulfillment of contractual obligations and the payment of unpaid
invoices while reserving the right to claim for damages. YPF has answered the mentioned lawsuit. In the opinion of our management,
this matter will not have a material adverse effect on our results of operations.
La Plata refinery environmental disputes. On June 29, 1999, a group of three neighbors of the La Plata refinery filed claims for
the remediation of alleged environmental damages in the peripheral water channels of the refinery, investments related to
contamination and compensation for alleged health and property damages as a consequence of environmental pollution caused by YPF
prior to and after privatization. We notified the executive branch of the Argentine government that there is a chance that the tribunal
may find us responsible for the damages. In such event, due to the indemnity provided by Law No. 24,145 and in accordance with that
law, we shall be allowed to request reimbursement of the expenses for liabilities existing on or prior to January 1, 1991 (before
privatization) from the Argentine government.
On December 27, 2002, a group of 264 claimants who resided near the La Plata refinery requested compensation for alleged
quality of life deterioration and environmental damages purportedly caused by the operation of the La Plata refinery. The amount
claimed is approximately Ps.72 million. We filed a writ answering the complaint. There are three similar additional claims raised by
three groups of 120, 343, and 126 neighbors, respectively. The first group has made a claim for compensation of approximately Ps.22
million, the second group has made a claim for compensation of approximately Ps.60 million and the third one has made a claim of
approximately Ps.21.5 million, in addition to a request for environmental cleanup.
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On December 17, 1999, a group of 37 claimants who resided near La Plata refinery, demanded the specific performance by us of
different works, installation of equipment, technology and execution of work necessary to stop any environmental damage, as well as
compensation for health damages alleged to be the consequence of gaseous emissions produced by the refinery, currently under
monitoring.
Quilmes claims. We have been notified of 34 judicial claims filed by neighbors living near the riverside in Quilmes, in the
province of Buenos Aires, as a consequence of a leak related to the La Plata – Dock Sud pipeline, which occurred in 1988 as third
parties damaged and stole fuel from the pipeline, which was then repaired by Yacimientos Petrolíferos Fiscales. One of the claims has
been filed by a group of people that allegedly live in this area and have requested the remediation of environmental damages and the
payment of approximately Ps.47 million plus interest as compensation for alleged personal damages for hydrocarbons exposure. We
have answered the complaint requesting its rejection and impleading the Argentine government. We have also notified the Argentine
government of the existence of this claim and that we plan to request that it hold us harmless and indemnify us against any liability
derived from this lawsuit, as provided by Law No. 24,145. The Argentine government, through an administrative decision, has denied
any responsibility to indemnify us for this matter, and we have sued the Argentine government to obtain a declaratory judgment
declaring this administrative decision null and void. Such declaratory judgment is still pending. There are 33 other judicial claims that
have been brought against us based on similar allegations, amounting to approximately Ps.16.7 million. Additionally, we are aware of
the existence of other actions brought against us that have not yet been served and which are based on similar allegations. As of the
date of this annual report, a remediation plan is being performed in the affected area, under the supervision of the environmental
authority of the province of Buenos Aires.
Tax claims. We have received several claims from the Federal Administration of Public Revenue (Administración Federal de
Ingresos Públicos, or “AFIP”) and from the provincial and municipal fiscal authorities, which are not individually significant, and
which have been reserved based on the best information available as of the date of the issuance of this annual report.
Pluspetrol Energy S.A. contractual obligations. Pluspetrol and Gas Atacama Generación S.A. (“Gas Atacama”), had reached an
agreement through which, in case that Pluspetrol could not fulfill its natural gas delivery obligations, it would indemnify Gas
Atacama. This agreement would come into effect once ratified by the Secretariat of Energy. However, on March 10, 2008, the
Ministry of Economy and Production issued Resolution No. 127/2008, by which the natural gas export tax withholding rate was
increased, significantly changing the commercial terms of the aforementioned agreement. Consequently, Pluspetrol informed Gas
Atacama and the Secretariat of Energy of its intention to terminate the aforementioned agreement. As a result, the parties initiated
discussions concerning the new regulatory framework, and reached a new agreement pursuant to which Pluspetrol shall compensate
Gas Atacama for non-delivered volumes. The compensation amounts to U.S.$5.8 million per year (U.S.$2.6 million considering
YPF’s interest in Pluspetrol), from 2008 until 2014.
Non-reserved, possible contingencies
In addition to the probable contingencies described in the preceding paragraphs, we have received several labor, civil,
commercial and environmental claims which had not been reserved since management, based on the evidence available to date and
upon the opinion of our external counsel, have considered them to be possible contingencies. The most significant of such
contingencies are described below.
Noroeste basin reserves review. The effectiveness after certain specific dates of natural gas export authorizations (related to
production in the Noroeste basin) granted to us pursuant to Resolution S.E. Nos. 165/99, 576/99, 629/99 and 168/00, issued by the
Argentine Secretariat of Energy, is subject to an analysis by the Argentine Secretariat of Energy to determine whether sufficient
additional natural gas reserves have been discovered or developed by us in the Noroeste basin. The result of this ongoing review is
uncertain and may have an adverse impact upon the execution of the export gas sales agreements related to such export authorizations,
and may imply significant costs and liabilities for us. We have submitted to the Argentine Secretariat of Energy documentation in
order to allow for the continuation of the authorized exports in accordance with Resolutions SE No. 629/1999, 565/1999, and
576/1999 (the “Export Permits”) from the Noroeste basin. These Export Permits relate to the long-term natural gas export contracts
with Gas Atacama Generación S.A., Empresa Eléctrica del Norte Grande S.A. and Electroandina S.A. (collectively, the “Clients”),
involving volumes of 900,000 m3/day, 600,000 m3/day and 1,750,000 m3/day, respectively. We have not yet received a response
from the Argentine Secretariat of Energy. However, on March 29, 2007, an internal memorandum of the technical sector of the
Argentine Secretariat of Energy addressed this file and concluded, without resolving the question that we have not included the
necessary reserves to continue with the Export Permits. The file is currently awaiting decision from the Argentine Secretariat of
Energy. If the Argentine Secretariat of Energy were to determine that the reserves are not sufficient to continue to comply with our
export commitments and other commitments, it could declare the expiration or suspension of one or more of the Export Permits,
which would have a direct impact on the export contracts, to the injury of the Clients. In the case in which it were determined that we
did not act as a prudent and diligent operator and/or did not have sufficient reserves, we could be responsible for the damages that this
situation causes to the Clients.
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New Jersey claims. On December 13, 2005, the New Jersey Department of Environmental Protection (the “DEP”) and the New
Jersey Spill Compensation Fund filed a claim with a New Jersey court against Occidental Chemical Corporation, Tierra, Maxus,
Repsol YPF, YPF, YPF Holdings and CLH Holdings. The plaintiffs are claiming economic compensation in an undetermined amount
and punitive damages as a consequence of environmental damages, as well as the costs and fees associated with this proceeding, based
on alleged violations of the Spill Compensation and Control Act, the Water Pollution Control Act and common law claims relating to
a facility allegedly operated by the defendants and located in Newark, New Jersey that allegedly impacted the Passaic River and
Newark Bay. DEP filed its Second Amended Complaint in April 2008; YPF’s motion to dismiss for lack of personal jurisdiction was
denied in September 2008. The decision was affirmed by the Court of Appeals following an appeal from YPF. Notwithstanding the
above, the Court denied the plaintiffs’ motion to bar third party practice and allowed defendants to file third-party claims. Third-party
claims against approximately 300 companies and governmental entities (including certain municipalities) which could have
responsibility in connection with the claim were filed by Tierra and Maxus in February 2009. See “—YPF Holdings.”
Patagonian Association of Land-Owners claims. On August 21, 2003, the Patagonian Association of Land-Owners
(“ASSUPA”) sued the companies operating production concessions and exploration permits in the Neuquina basin, including us,
claiming for the remediation of the general environmental damage purportedly caused in the execution of such activities or the
establishment of an environmental restoration fund, and the implementation of measures to prevent environmental damages in the
future. The total amount claimed against all companies is more than U.S.$547.6 million. The plaintiff requested that the Argentine
government (Secretariat of Energy), the Federal Environmental Council (Consejo Federal de Medio Ambiente), the provinces of
Buenos Aires, La Pampa, Neuquén, Río Negro and Mendoza and the National Ombudsman be summoned. It requested, as a
preliminary injunction, that the defendants refrain from carrying out activities affecting the environment. Both the Ombudsman’s
summons as well as the requested preliminary injunction were rejected by the Argentine Supreme Court. Once the complaint was
notified, we and the other defendants filed a motion to dismiss for failure of the plaintiff to state a claim upon which relief may be
granted. The court granted the motion, and the plaintiff had to file a supplementary complaint. We requested that the claim be rejected
because the defects of the complaint indicated by the Argentine Supreme Court have not been corrected, but such request was denied.
However, we have also requested its rejection for other reasons, and impleaded the Argentine government, due to its obligation to
indemnify us against any liability and hold us harmless for events and claims arising prior to January 1, 1991, according to Law
No. 24,145 and Decree 546/1993. On February 23, 2009, the Argentine Supreme Court ordered that certain provinces, the Argentine
government and the Federal Environmental Council be summoned. Therefore, pending issues were deferred until the impleaded
parties appear before the court.
Dock Sud claim. We have been sued in the following environmental lawsuits that have been filed by residents living near Dock
Sud, province of Buenos Aires: (i) “Mendoza, Beatriz against National State et al.,” a lawsuit before the Argentine Supreme Court, in
which the Argentine government, the province of Buenos Aires, the City of Buenos Aires, 14 municipalities and 44 companies
(including us) were sued. The plaintiffs have requested unspecified compensation for collective environmental damage to the Matanza
and Riachuelo river basins and for physical and property damage, which they claim to have suffered. The Argentine Supreme Court
declared itself legally competent to settle only the conflict related to the collective environmental damages, including prevention of
future pollution, remediation of environmental damages already caused and monetary compensation for irreparable environmental
damages, and has requested that the defendants submit specific reports. In particular, it has requested that the Argentine government,
the province of Buenos Aires, the City of Buenos Aires and the Federal Environmental Council submit a plan with environmental
objectives. We answered the complaint and requested the impleading of the Argentine government, based on its obligation to
indemnify us against any liability and hold us harmless for events and claims previous to January 1, 1991, according to Law
No. 24,145 and Decree No. 546/1993. In July 2008, the Argentine Supreme Court decided that the Basin Authority (Law 26,168) will
be in charge of performing a remediation plan as well as of taking preventive measures in the area. The National State as well as the
Province and City of Buenos Aires will be responsible for the performance of these measures. It also declared the exclusive
competence of the First Instance Federal Court in Quilmes to hear any claims or disputes arising out of the remediation plan or the
preventive measures and determined that any future action seeking the environmental remediation of the basin will be dismissed (litis
pendentia). Additionally, the Argentine Supreme Court declared that it will determine whether and how much liability is to be borne
by the parties involved; (ii) “Cicero, María Cristina against Antivari S.A.C.I. et al. for damages” in which the plaintiffs, who are
residents of Villa Inflamable, Dock Sud, also demand the environmental remediation of Dock Sud and Ps.33 million in compensation
for physical and property damages against many companies that have operations there, including us. We answered the complaint by
requesting its rejection and asked the citation of the Argentine government, due to its obligation to indemnify us against any liability
and hold us harmless for events and claims previous to January 1, 1991, according to Law No. 24,145 and Decree No. 546/1993.
La Plata refinery environmental claims. On June 6, 2007, we were served with a complaint in which nine residents of the
vicinity of the La Plata refinery request (i) the cessation of contamination and other harms they claim are attributable to the refinery
and (ii) the cleanup of the adjacent canals, Río Santiago and Río de la Plata (water, soils and aquifers, including within the refinery),
or, if cleanup is impossible, compensation for environmental and personal damages. The plaintiffs have also requested physical and
property damages of approximately Ps.51.5 million, or an amount to be determined from evidence produced in discovery. We believe
that most damages that are alleged by the plaintiffs, if proven, may 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 of YPF.
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Notwithstanding the aforesaid, there is the possibility a judgment could order us to meet the expenses of remedying these liabilities, in
which case we could ask the Argentine government to reimburse the remediation expenses for liabilities existing prior to January 1,
1991 pursuant to Law 24,145. In addition, we believe that this claim partially overlaps with the request made by a group of neighbors
of the La Plata refinery on June 29, 1999, mentioned in preceding paragraphs. Accordingly, we consider that the cases will need to be
partially consolidated to the extent that the claims overlap. We answered the complaint by requesting its rejection and asked for the
citation of the Argentine government, due to its obligation to indemnify us against any liability and hold us harmless for events and
claims previous to January 1, 1991, according to Law No. 24,145 and Decree No. 546/1993. Additionally, we believe that any
contamination that may exist could be attributable to numerous sources, including dumping of refuse over many years by other
industrial facilities and by ships.
Additionally, we are aware of an action in which we have not yet been served, in which the plaintiff requests the cessation of
contamination and the cleanup of the canals adjacent to the La Plata refinery, in Río Santiago, and other sectors near the coast
(removal of mud, drainage of wetlands, restoration of biodiversity, among other things), and, if such sanitation is not practicable,
compensation of Ps.500 million or an amount to be determined from evidence produced in discovery. We believe that this claim
partially overlaps with the requests made by a group of neighbors of the La Plata refinery on June 29, 1999 and with the complaint
served on June 6, 2007, mentioned in preceding paragraphs. Accordingly, we consider that if we are served in this proceeding or any
other proceeding related to the same subject matters, the cases will need to be consolidated to the extent that the claims overlap. With
respect to claims that would not be included in the previous proceedings, for the time being we are unable to estimate the prospects of
such claims. Additionally, we believe that most of the damages that do not overlap with the aforementioned claims may be attributable
to events that occurred prior to YPF’s privatization and could therefore be the responsibility of the Argentine government in
accordance with the Privatization Law concerning YPF.
Sale of Electricidad Argentina S.A. and Empresa Distribuidora y Comercializadora Norte S.A. to EDF International S.A.
(“EDF”). In 2002 EDF initiated an international arbitration proceeding under the Arbitration Regulations of the International
Chamber of Commerce (“ICC”) against Endesa Internacional S.A. and YPF. EDF sought a payment of U.S.$69 million from YPF,
which was subsequently increased to U.S.$103 million plus interests, based on dubious reasons, in connection with the sale of
Electricidad Argentina S.A., parent company of Edenor S.A. EDF claimed that it was entitled to an adjustment in the purchase price it
paid under the stock purchase agreement, pursuant to which such price would be reviewed upon the occurrence of changes in the
exchange rate of the Argentine peso occurred prior to December 31, 2001. EDF considered that this had happened. On October 22,
2007, the Arbitral Court issued a final arbitral award in which EDF’s claim and the defendants’ counterclaim were partially accepted.
Consequently, the final arbitral award imposed on YPF the payment of U.S.$28.9 million plus interests and judicial expenses. YPF
and EDF challenged the arbitral decision before the Argentine justice and on April 22, 2008, the Court of Appeals on Commercial
Matters declared that the appeal filed by YPF has suspension effects on the arbitral decision. Nevertheless, EDF sought the
enforcement of the arbitral decision before the District Court of the State of Delaware, United States. The mentioned enforcement was
rejected by the First Instance Court.
However, the U.S. Court of Appeals partially overturned such decision and ordered that proceedings be suspended until the
appeals for annulment filed in Argentina have concluded, as YPF had requested. In addition, YPF has been notified of an action filed
by EDF in Paris, France, also seeking enforcement of the award. On December 9, 2009, the Court of Appeals on Commercial Matters
handed down a judgment on the parties’ appeals in which it annulled the arbitration decision that condemned Endesa Internacional
S.A. and YPF to pay compensation for damages to EDF. It likewise annulled the decision which condemned EDF to pay
compensation to Endesa Internacional S.A. and YPF. On February 8, 2010, YPF was notified that EDF has filed an extraordinary
appeal against the aforementioned court’s judgment. The Supreme Court has rejected EDF’s extraordinary appeal and, consequently,
EDF has presented a complaint appeal. In light of the above, our management has reassesed as possible the outcome of this claim, and
consequently we have recorded a recovery under the item “Other income/(expense), net” in our income statement for the year ended
December 31, 2009.
Concessions on Hydrocarbon bearing zones – Provincial claims. We have been notified of Resolution 433/08 issued by the
Ministry of Production, Hydrocarbon Department of the Río Negro Province concerning compliance with certain obligations by
exploitation concessionaires in the hydrocarbon bearing zones of Barranca de los Loros, Bajo del Piche, El Medanito and Los
Caldenes, all located in Río Negro Province. This resolution asserts that we, among others, in our capacity as a concessionaire, are
liable for failing to meet certain concession and environmental obligations. If found liable, we could be at risk of termination of these
concession contracts. In light of the above, and consistent with provisions of the Hydrocarbons Law, we were requested to submit a
response.
The Hydrocarbons Law grants the concessionaire and/or licensee the right, prior to termination based upon contractual
provisions, to cure a contractual breach within a certain period of time after receiving notice thereof. Accordingly, on May 29, 2008,
we filed a request for nullification of Resolution 433/08, since this resolution failed to grant us this right. Additionally, on June 13,
2008, we submitted a response denying the charges against us and on November 12, 2008, the Ministry of Production ordered the
initiation of the evidence production period. On November 28, 2008, we filed a writ requesting the production of certain evidence and
the appointment of our technical expert. As of the date of this report, we have argued certain aspects related to the production of
evidence. On May 12, 2009, we were notified of the issuance of Resolution No. 31/09 dated March 13, 2009 by the Ministry of
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Production, Hydrocarbon Department of the Río Negro Province, which ordered an extension of the evidence production period in this
case. On December 1, 2009, we presented the requested documentary evidence, while stating that the resolution of our claims related
to certain aspects related to the production of evidence are still pending.
Claims related to the gas market and others. In addition to the claims described under “—Alleged defaults under natural gas
supply contracts”, we are involved in the following proceedings also related to the restrictions imposed by the Argentine government
in the natural gas market:
•
•
•
Arbitration with Transportadora de Gas del Mercosur S.A. (TGM). YPF was notified by the International Chamber of
Commerce (ICC) of an arbitration brought by TGM against YPF claiming unpaid and outstanding payments in an
approximate amount of U.S.$10 million, in connection with the transportation fee established in the natural gas
transportation contract entered into in September 1998 between YPF and TGM, associated with the natural gas export
contract entered into by YPF, AESU and Companhia de Gás do Estado do Río Grande do Sul (Sulgás), referred below.
See “—Non-reserved, remote contingencies—Arbitration with AES Uruguaiana Empreendimentos S.A. (AESU),
Companhia de Gás do Estado do Río Grande do Sul (Sulgás) and Transportadora de Gas del Mercosur S.A. (TGM).” On
April 8, 2009, YPF requested that this claim be rejected and counterclaimed for the termination of the natural gas
transportation contract, based on its termination rights upon the termination by AESU and Sulgás of the natural gas export
contract discussed below.
On July 10, 2009, TGM increased the amount of its claim to approximately U.S.$17.3 million and claimed an additional
amount of approximately U.S.$366.4 million for lost profits, a claim for which we believe YPF should not be responsible.
YPF rejected TGM’s arguments. The Arbitration Tribunal has been constituted. On April 20, 2010, the parties agreed on
the Terms of Reference in coordination with the Arbitration Tribunal. On June 10, 2010, YPF submitted its arguments on
procedural grounds before the Arbitration Tribunal and requested the Arbitration Tribunal to determine that it was not
competent to hear the claim. In case such motion is rejected, YPF has requested the Arbitration Tribunal to suspend this
arbitration until the ongoing arbitration with TGM, AESU and Sulgás is solved.
On April 6, 2009, YPF registered a request for arbitration at the ICC against TGM, AESU and Sulgás, seeking an award
declaring the termination of the gas transportation contract with TGM as a result of the termination of the natural gas
export contract with AESU and Sulgás by such parties. On the same date, YPF was notified by the ICC of an arbitration
brought against it by AESU and Sulgás. See “—Non-reserved, remote contingencies—Arbitration with AES Uruguaiana
Empreendimentos S.A. (AESU), Companhia de Gás do Estado do Río Grande do Sul (Sulgás) and Transportadora de Gas
del Mercosur S.A. (TGM),” below. YPF has requested that the three proceedings be combined.
Litigation with Transportadora de Gas del Norte S.A. (TGN). On April 8, 2009, YPF filed a complaint against TGN with
ENARGAS, seeking the termination of the natural gas transportation contract with TGN for the transport of natural gas in
connection with the natural gas export contract entered with AESU and other parties. The complaint is based on the
termination of the referenced natural gas export contract and the legal impossibility of assigning the transportation
contract to other shippers because of certain changes in law in effect since 2002; as a second order matter, the legal
impossibility for TGN to render the transportation service on a firm basis because of certain changes in law in effect since
2004; and as a third order matter, the Teoría de la Imprevisión (hardship provision under Article 1198 of the Argentine
Civil Code) available under Argentine law when extraordinary events render a party’s obligations excessively
burdensome.
CNDC investigation. On November 17, 2003, the CNDC requested explanations, within the framework of an official
investigation pursuant to Art. 29 of the Antitrust Protection Law, from a group of almost 30 natural gas production
companies, including us, with respect to the following items: (i) the inclusion of clauses purportedly restraining trade in
natural gas purchase/sale contracts and (ii) gas imports from Bolivia, in particular (a) expired contracts signed by YPF,
when it was state-owned, and YPFB (the Bolivian state-owned oil company), under which YPF allegedly sold Bolivian
gas in Argentina at prices below the purchase price; and (b) the unsuccessful attempts in 2001 by Duke and Distribuidora
de Gas del Centro to import gas into Argentina from Bolivia. On January 12, 2004, we submitted explanations in
accordance with Art. 29 of the Antitrust Protection 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, we received a notification of resolution dated December 2, 2005, whereby the CNDC (i) rejected the
“non bis in idem” petition filed by us, 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 preliminary opening of the proceedings be
undertaken pursuant to the provisions of Section 30 of Law 25,156. On January 15, 2007, the CNDC charged us and eight
other producers with violations of Law 25,156. We have 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 have presented evidence in support
of our position. On June 22, 2007, without acknowledging any conduct in violation of the Antitrust Protection Law, we
filed with the CNDC a commitment according to Article 36 of the Antitrust Protection Law requesting that the CNDC
approve the commitment, suspend the investigation and dismiss the proceedings. We are still awaiting a formal response.
On December 14, 2007, the CNDC elevated the investigation to the Court of Appeals.
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•
•
In addition, we are subject to other claims before the CNDC which are related to alleged price discrimination in the sale of
fuels. Our management, based on the evidence available to date and upon the opinion of our external counsel, has
considered them to be possible contingencies.
Users and Consumers’ Association claim. The Users and Consumers’ Association (Unión de Usuarios y Consumidores)
claimed (originally against Repsol YPF before extending its claim to YPF) the reimbursement of allegedly excessive
prices charged to bottled LPG consumers between 1993 and 2001. The claim is for a sum of Ps.91.2 million for the period
1993 to 1997 (this sum, in current pesos, would amount to approximately Ps.304 million), together with an undetermined
amount for the period 1997 to 2001. We invoked the statute of limitations, since the applicable two-year statute of
limitation had already elapsed. A ruling is pending on the applicability of the statute of limitations. Notwithstanding the
above, the evidence production period commenced on August 6, 2009.
Alleged defaults under natural gas contracts – Mega. Mega has claimed compensation from us for failure to deliver
natural gas under the contract between us and Mega. We invoked that natural gas deliveries to Mega pursuant to the
contract were affected by the Argentine government’s interference. Consequently, we believe that we are not liable for
such natural gas delivery deficiencies pursuant to the doctrine of “force majeure”.
Non-reserved, remote contingencies
Our management, in consultation with our external counsel, believes that the following contingencies, while individually
significant, are remote:
Congressional request for investigation to CNDC. On November 7, 2003, certain former members of the Argentine Congress,
Arturo Lafalla, Ricardo Falu and others, filed with the CNDC a complaint against us for abuse of a dominant position in the bulk LPG
market during 2002 and part of 2003. The alleged conduct consisted of selling bulk LPG in the domestic market at prices higher than
the export price, thereby restricting the availability of bulk LPG in the domestic market. On December 15, 2003, the CNDC decided to
forward the complaint to us, and requested explanations under Art. 29 of the Antitrust Protection Law. On January 21, 2004, we
submitted explanations in accordance with Art. 29 of the Antitrust Protection Law, contending that no antitrust violations had been
committed. At this point, the CNDC may accept our explanations or begin a criminal investigation. We contend that we did not restrict
LPG supply in the domestic market during the relevant period, that during this period all domestic demand for LPG could have been
supplied by our competitors and that therefore our market share could not be deemed a dominant position. On September 2, 2008, the
CNDC issued Note No. 1131/08 requesting information in relation to the prices in the internal and external markets corresponding to
the years 2000-2008. On October 7, 2008, we presented the information. On December 10, 2008, the CNDC requested us to file the
LPG export contracts signed during the years 2001-2004 as well as to explain the evolution of the prices in the internal and external
markets of propane and butane during the March to December period in the years 2001-2004. On December 16, 2008, we presented
the requested information. Having filed the requested information, we have become aware that the CNDC has issued an opinion
suggesting that the proceedings be dismissed. However, the matter is still pending before the Secretary of Domestic Commerce.
Pursuant to the provisions of Resolution No. 189/99, referred to above, certain third parties have claimed compensation for
alleged damages suffered by them as a consequence of our sanctioned conduct. We have denied these claims and presented our
defenses.
Other export tax disputes. Between 2006 and 2009, the Customs General Administrations in Neuquén, Comodoro Rivadavia
and Puerto Deseado informed us that certain summary proceedings had been brought against us based on alleged formal misstatements
on forward oil deliveries (future commitments of crude oil deliveries) in the loading permits submitted before these agencies. In
December 2008, the Customs General Administration of Neuquén rejected our arguments and issued a resolution against us. We will
appeal before the National Fiscal Court. Although our management, based on the opinion of legal counsel, believes the claim has no
legal basis, the potential fines imposed could be substantial.
Mendoza royalties dispute. Following certain claims from the province of Mendoza that the international market price be used
in the calculation of royalties relating to internal market transactions based on its interpretation of Section 6 of Law No. 25,561, we
commenced an administrative proceeding. Our request is currently pending. Additionally, YPF filed a declaratory action with the
Argentine Supreme Court, with application for an injunction to declare unconstitutional the interpretation that the province of
Mendoza applies to Section 6 of Law No. 25,561. On April 7, 2009, we were notified that the Argentine Supreme Court declared itself
competent to hear the case brought by YPF, and issued a preliminary injunction to restrain the province of Mendoza from applying the
international market price in calculating the royalties payable by YPF. The final resolution of this case is still pending.
Arbitration with AES Uruguaiana Empreendimentos S.A. (AESU), Companhia de Gás do Estado do Río Grande do Sul (Sulgás)
and Transportadora de Gas del Mercosur S.A. (TGM). On April 6, 2009, YPF was notified by the ICC of an arbitration brought
against it by AESU and Sulgás claiming damages in an amount of approximately U.S.$1,052 million, which includes damages for the
matter described above with respect to AESU, in connection with YPF’s alleged liability resulting from the termination by AESU and
Sulgás of the natural gas export contract entered into in September 1998. See “—Alleged defaults under natural gas supply contracts”
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above. YPF denies all liability arising from such termination. Moreover, YPF believes that AESU’s damages assessment is far beyond
any reasonable assessment, since it exceeds six-fold the maximum aggregate deliver-or-pay penalties that would have accrued in the
event that YPF would breached its delivery obligations for the maximum daily quantity through the expiration of the term of the
natural gas export contract. In addition, more than 90% of AESU’s damages assessment relates to alleged loss of profits that may be
strongly challenged on the basis that prior to the termination of the natural gas export contract, AESU voluntarily terminated all of its
long term power purchase contracts. Furthermore, on April 6, 2009, YPF registered a request for arbitration against AESU, Sulgás and
TGM at the ICC seeking a declaration from the arbitral tribunal that, among other things, AESU and Sulgás have repudiated and
unilaterally and illegally terminated the natural gas export contract entered into in September 1998 and declaring AESU and Sulgás
liable for any damages suffered by the parties because of such termination, including but not limited to the damages resulting from the
termination of the natural gas transportation contracts associated with the natural gas export contract. See “—Arbitration with
Transportadora de Gas del Mercosur S.A. (TGM).”
The Arbitration Tribunal has been constituted in both arbitration proceedings. However, on December 30, 2009, YPF opposed
to the designation of the president of both Arbitral Tribunals. The president of these Arbitral Tribunals resigned on February 12, 2010
and a new president was appointed. YPF opposed to the designation of the new president of both Arbitral Tribunals on May 26, 2010.
The president of these Arbitral Tribunals resigned on June 10, 2010 and a new president is to be appointed.
Proceedings related to foreign currency proceeds. On December 9, 2002, we filed a declaratory judgment action (Acción
Declarativa de Certeza) before an Argentine federal court requesting clarification as to the uncertainty generated by opinions and
statements of several organizations providing official advice that the right of the hydrocarbon industry to freely dispose of up to 70%
of foreign currency proceeds from exports of hydrocarbons products and byproducts, as provided by Executive Decree No. 1,589/89,
had been implicitly abolished by the new exchange regime established by Executive Decree No. 1,606/01. On December 9, 2002, a
federal judge issued an injunction ordering the Argentine government, the Central Bank and the Ministry of the Economy to refrain
from interfering with our access to and use of 70% of the foreign exchange proceeds from our hydrocarbon exports. Following the
enactment of Decree No. 2,703/02 in December 2002, we expanded the scope of the declaratory judgment action before the federal
court to clear any doubts and uncertainty arising after the enactment of this decree. See “Item 4. Information on the Company—
Regulatory Framework and Relationship with the Argentine Government—Repatriation of Foreign Currency”. On December 1, 2003,
the National Administrative Court of Appeals decided that the issuance of Decree No. 2,703/02, which allows companies in the oil
and gas sector to keep abroad up to 70% of the export proceeds, rendered the injunction unnecessary. Nevertheless, the Court of
Appeals’ decision was silent with respect to the availability of the exemption to convert proceeds from export operations carried out
by oil and gas companies into domestic currency prior to the issuance of Decree No. 2,703/02.
On October 12, 2007, we were notified of the initiation of an administrative summary proceeding for alleged late repatriation of
foreign currency proceeds, and the failure to repatriate the remaining 70%, in connection with some hydrocarbon export transactions
made in 2002 (during the period between the issuance of Decree No. 1,606/01 and the issuance of Decree No. 2,703/02). Nevertheless,
a final and unchallenged judicial judgment issued by a First Instance Court in Criminal Economic Matters in a similar administrative
summary proceeding against a different company for alleged violation of the criminal exchange law (lack of repatriation of 70% of
foreign currency proceeds) regarding export transactions made in 2002 resolved the matter in favor of that company based on well-
founded arguments that were not challenged by the prosecutor. In addition, the Office of the General Prosecutor of Argentina has
issued an opinion in a similar administrative summary proceeding involving another oil company stating that no criminal law
violations existed in that case due to the lack of willful misconduct and the existence of differing regulations that created uncertainty
as to the scope of certain obligations, and stating that the proceeding should be dismissed. On April 30, 2009, in similar administrative
proceedings involving another oil company, the National Administrative Court of Appeals resolved the matter in favor of that
company, on the basis that the free disposal regime of up to 70% of export proceeds was in force during 2002, upon the publication of
Decree No. 1638/01 on December 12, 2001. Extraordinary appeals filed by the Argentine government and the Central Bank have been
rejected. Consequently, YPF considers that the administrative summary proceeding against YPF is unlikely to be successful.
Additional information
On August 11, 2006, we received Note SE No. 1009 (the “Note”) from the Argentine Secretariat of Energy, which reviewed the
progress of reserves in the Ramos Area in the Noroeste basin, in relation to the export authorization granted by Resolution S.E.
No. 169/97 (the “Export Authorization”). The Export Authorization concerns the long-term natural gas export contract between us and
Gas Atacama, for a maximum daily volume of 530,000 m3/day. The Note stated that as a result of the decrease in natural gas reserves
supporting the Export Authorization, the domestic market supply was at risk. The Note preventively provided that the maximum
natural gas daily volumes authorized to be exported under the Export Authorization were to be reduced by 20%, affecting the export
contract. We filed an answer to the Note on September 15, 2006 stating our allegations and defenses.
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YPF Holdings
The following is a brief description of certain environmental and other liabilities related to YPF Holdings Inc., a Delaware
corporation.
In connection with the sale of Maxus’ former chemical subsidiary, Chemicals, to Occidental in 1986, Maxus agreed to
indemnify Chemicals and Occidental from and against certain liabilities relating to the business or activities of Chemicals prior to the
Closing Date, including certain environmental liabilities relating to certain chemical plants and waste disposal sites used by Chemicals
prior to the Closing Date. See “Item 4. Information on the Company—Environmental Matters—YPF Holdings—Operations in the
United States”.
As of December 31, 2009, YPF Holdings’ reserves for environmental and other contingencies totaled approximately Ps.531
million. YPF Holdings management believes it has adequately reserved for all environmental and other contingencies that are
probable and can be reasonably estimated based on information available as of such time; however, many such contingencies are
subject to significant uncertainties, including the completion of ongoing studies, the discovery of new facts, and the issuance of orders
by regulatory authorities, which could result in material additions to such reserves in the future. It is possible that additional claims
will be made, and additional information about new or existing claims (such as results of ongoing investigations, the issuance of court
decisions or the signing of settlement agreements) is likely to develop over time. YPF Holdings’ reserves for the environmental and
other contingencies described below are based solely on currently available information and as a result, YPF Holdings, Maxus and
Tierra may have to incur costs that may be material, in addition to the reserves already taken.
In the following discussion concerning plant sites and third party sites, references to YPF Holdings include, as appropriate and
solely for ease of reference, references to Maxus and Tierra. As indicated above, Tierra is also a subsidiary of YPF Holdings and has
assumed certain of Maxus’ obligations.
Newark, New Jersey. A consent decree, previously agreed upon by the U.S. Environmental Protection Agency (the “EPA”), the
New Jersey Department of Environmental Protection (the “DEP”) and Occidental, as successor to Chemicals, was entered in 1990 by
the United States District Court of New Jersey for Chemicals’ former Newark, New Jersey agricultural chemicals plant. The approved
interim remedy has been completed and paid for by Tierra pursuant to the above described indemnification agreement with
Occidental. Operations and maintenance of the constructed remedy are ongoing, and as of December 31, 2009, YPF Holdings has
reserved approximately Ps.53 million in connection with such activities.
Passaic River/Newark Bay, New Jersey. Maxus, acting on behalf of Occidental, negotiated an agreement with the EPA under
which Tierra has conducted further testing and studies to characterize contaminated sediment and biota in a six-mile portion of the
Passaic River near the Newark, New Jersey plant site described above. While some work remains, these studies were substantially
completed in 2005. In addition, the EPA and other agencies are addressing the lower 17-mile portion of the Passaic River (including
the six-mile portion already studied) in a joint federal, state, local and private sector cooperative effort designated as the Lower
Passaic River Restoration Project (“PRRP”). Tierra, along with certain other entities, has agreed to participate in and fund a remedial
investigation and feasibility study (“RIFS”) in connection with the PRRP. The parties are discussing the possibility of further work
with the EPA. The entities that have agreed to fund the RIFS have negotiated allocations of RIFS costs among themselves based on a
number of considerations.
Tierra, acting on behalf of Occidental, is also performing and funding a separate RIFS to characterize sediment contamination
and evaluate remedial alternatives in Newark Bay and portions of the Hackensack River, the Arthur Kill, and the Kill van Kull
pursuant to a 2004 administrative order on consent with EPA. The EPA has issued General Notice Letters to a series of additional
parties concerning the contamination of Newark Bay.
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 described above. The development of this Plan was estimated by the DEP to cost approximately U.S.$2.3
million. The DEP has advised the recipients that they are not required to respond to the directive until otherwise notified. Also in
December 2005, the DEP and the New Jersey Spill Compensation Fund sued YPF Holdings, Tierra, Maxus and other affiliates, as
well as Occidental, in connection with dioxin contamination allegedly emanating from Chemicals’ former Newark plant and
contaminating the lower 17-mile portion of the Passaic River, Newark Bay, other nearby waterways and surrounding areas. The
defendants have made responsive pleadings and/or filings. In March 2008, the court denied motions to dismiss for failure to state a
claim by Occidental Chemical Corporation, and by Tierra and Maxus. DEP filed its Second Amended Complaint in April 2008; YPF’s
motion to dismiss for lack of personal jurisdiction was denied in September 2008. The decision was affirmed by the Court of Appeals
following an appeal by YPF. The Court denied the plaintiffs’ motion to bar third party practice and allowed defendants to file third-
party claims. Third-party claims against approximately 300 companies and governmental entities (including certain municipalities)
which could have responsibility in connection with the claim were filed by Tierra and Maxus in February 2009. See “—Argentina—
New Jersey Claims.”
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In June 2007, EPA released a draft Focused Feasibility Study (“FFS”) that outlines several alternatives for remedial action in the
lower eight miles of the Passaic River. These range from no action (which would result in comparatively little cost) to extensive
dredging and capping (which according to the draft FFS, EPA estimated could cost from U.S.$0.9 billion to U.S.$2.3 billion), and are
all described by EPA as involving proven technologies that could be carried out in the near term, without extensive research. Tierra, in
conjunction with the other parties of the PRRP group, submitted comments on the draft FFS to EPA, as did a number of other
interested parties. A revised remedy proposal is expected to be issued during the first quarter of 2011. Tierra plans to respond to any
further EPA proposal as may be appropriate at that time.
In August 2007, the National Oceanic Atmospheric Administration (“NOAA”), as one of the Federal Natural Resources
Trustees (“Trustees”), sent a letter to the parties of the PRRP group, including Tierra and Occidental, requesting that the group enter
into an agreement to conduct a cooperative assessment of natural resources damages in the Passaic River and Newark Bay. The PRRP
group has declined the NOAA’s request, citing concerns with matters such as the FFS. In January 2008, the NOAA sent a letter to us,
YPF Holdings, CLH Holdings Inc. and other entities designating each as a potentially responsible party (“PRP”), all of which have
denied being a PRP. In November 2008, Occidental and Tierra entered into an agreement with the Trustees to fund a portion of the
Trustees’ past costs and conduct certain assessment activities during 2009. A group of approximately 20 other parties has also entered
into a similar agreement with the Trustees. In November 2009, Tierra declined to extend this agreement for one additional year, citing
concerns arising from the Passaic River litigation.
In June 2008, the EPA, Occidental, and Tierra entered into an Administrative Order on Consent (“AOC”), pursuant to which
Tierra (on behalf of Occidental) will undertake the removal of sediment from a portion of the Passaic River in the vicinity of
Chemicals’ former Newark, New Jersey facility described above. This action will result in the removal of approximately 200,000
cubic yards of sediment, which will be carried out in two phases. The field work on the first phase, which will encompass the removal
of 40,000 cubic yards, is scheduled to begin in 2010 and is expected to be completed approximately nine months later. The first phase
of clean up is estimated to cost approximately U.S.$44.7 million. The second phase, which will encompass the removal of
approximately 160,000 cubic yards of sediment, will be completed on a different schedule. Pursuant to the AOC, the EPA has required
the provision of financial assurance in the amount of U.S.$80 million for the performance of the removal work through a trust fund.
As of the date of this report, U.S.$22 million has been contributed to the fund; an additional U.S.$10 million must be contributed
every six months until a total of U.S.$80 million has been deposited into the fund. The total amount of required financial assurance
may be decreased or increased over time if the anticipated cost of completing the removal work contemplated by the AOC changes.
During the removal work, certain contaminants not produced by the former Chemicals plant, such as PCBs and mercury, will be
removed along with dioxin. YPF Holdings may seek cost recovery from the parties responsible for such contamination; however, at
this time it is not possible to make any predictions regarding the likelihood of success or the funds potentially recoverable in a cost-
recovery action. The removal work required pursuant to the AOC will be conducted concurrently with and in addition to the other
investigations and remedial actions described above, including those undertaken in connection with the FFS concerning the lower
eight miles of the Passaic River, the RIFS addressing the lower 17-mile portion of the Passaic River, and the RIFS relating to
contamination in Newark Bay, portions of the Hackensack River, the Arthur Kill and the Kill van Kull.
As of December 31, 2009, YPF Holdings has reserved approximately Ps.248 million in connection with the foregoing matters
related to the Passaic River, the Newark Bay and the surrounding area comprising the estimated costs for studies, estimated costs in
connection with the AOC, and certain other matters related to the Passaic River and Newark Bay. However, it is possible that other
works, including interim remedial measures, may be ordered. How these matters are resolved, including the development of new
information, the imposition of natural resource damages or the selection of remedial actions differing from the scenarios we have
proposed could result in Maxus and Tierra incurring material costs in addition to the amount currently reserved.
Hudson and Essex Counties, New Jersey. Until the 1970s, Chemicals operated a chromite ore processing plant at Kearny, New
Jersey (the “Kearny Plant”). Tierra, on behalf of Occidental, is providing financial assurance in the amount of U.S.$20 million for
performance of the work associated with the issues described below.
In May 2005, the DEP took two actions in connection with the chrome sites in Hudson and Essex Counties. First, the DEP
issued a directive to Maxus, Occidental and two other chromium manufacturers (the “Respondents”) directing them to arrange for the
cleanup of chromite ore residue at three sites in Jersey City and for the conduct of a study by paying the DEP a total of U.S.$19.5
million. Second, the DEP filed a lawsuit against Occidental and two other entities in state court in Hudson County seeking, among
other things, cleanup of various sites where chromite ore residue is allegedly located, recovery of past costs incurred by the state at
such sites (including in excess of U.S.$2.3 million dollars allegedly spent for investigations and studies) and, with respect to certain
costs at 18 sites, treble damages. The DEP claims that the defendants are jointly and severally liable, without regard to fault, for much
of the damages alleged. The parties have come to an agreement regarding this matter, pursuant to which Tierra will pay U.S.$5
million, and will remediate 3 sites, at an estimated cost of U.S.$2.1 million. In addition, in 2008 the DEP approved the construction of
certain interim remedial measures relating to the Kearny Plant; work on those remedial measures has begun.
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Pursuant to a request of the DEP, in the second half of 2006, Tierra and certain other parties tested the sediments in a portion of
the Hackensack River near the former Kearny Plant. A report of those test results has been submitted to the DEP. The DEP has
requested additional sampling, and a work plan to conduct such sampling has been prepared and submitted to the DEP for its approval.
In November 2005, several environmental groups sent a notice of intent to sue the owner of the property adjacent to the former
Kearny Plant and five other parties, including Tierra, under the Resource Conservation and Recovery Act. The parties have entered
into an agreement that addresses the concerns of the environmental groups and these groups have agreed, at least for now, not to file
suit.
As of December 31, 2009, YPF Holdings has reserved a total of approximately Ps.102 million in connection with the foregoing
chrome-related matters. Soil action levels for chromium in New Jersey have not been finalized, and the DEP continues to review the
proposed action levels. The cost of addressing these chrome-related matters could increase significantly depending upon the final soil
action levels, the DEP’s response to Tierra’s studies and reports and other developments.
Painesville, Ohio. From about 1912 through 1976, Chemicals operated manufacturing facilities in Painesville, Ohio (the
“Painesville Works”). The operations there over the years involved several discrete but contiguous plant sites over an area of about
1,300 acres. The primary area of concern historically has been Chemicals’ former chromite ore processing plant (the “Chrome Plant”).
The Ohio Environmental Protection Agency (“OEPA”) has approved certain work, including the remediation of specific sites within
the former Painesville Works area and work associated with development plans (the “Remediation Work”). The Remediation Work
has begun. As the OEPA approves additional projects for the site of the former Painesville Works, additional amounts may need to be
reserved. YPF Holdings has reserved a total of approximately Ps.8 million as of December 31, 2009 for its estimated share of the cost
to perform the remedial investigation and feasibility study, the Remediation Work and other operation and maintenance activities at
this site.
Third Party Sites. Pursuant to settlement agreements with the Port of Houston Authority (the “Port”) and other parties, Tierra
and Maxus are participating (on behalf of Occidental) in the remediation of property adjoining Chemicals’ former Greens Bayou
facility where dichloro-diphenyl-trichloroethane (“DDT”) and certain other chemicals were manufactured. Additionally, in 2007 the
parties entered into a settlement with federal and state natural resources trustees in connection with claims for natural resources
damages. As of December 31, 2009, YPF Holdings has reserved approximately Ps.32 million for its estimated share of the
remediation and the natural resources damages settlement associated with the Greens Bayou facility. The remediation activities were
largely finished in 2009, but some minor closure activities, as well as ongoing operations and maintenance, are still in progress.
In June 2005, the EPA designated Maxus as a PRP at the Milwaukee Solvay Coke & Gas Site in Milwaukee, Wisconsin. The
basis for this designation is Maxus’ alleged status as the successor to Pickands Mather & Co. and Milwaukee Solvay Coke Co.,
companies that the EPA has asserted are former owners or operators of such site. Preliminary work in connection with the RIFS in
respect of this site commenced in the second half of 2006. YPF Holdings has reserved approximately Ps.10 million as of
December 31, 2009 for its estimated share of the costs of the RIFS. Maxus lacks sufficient information to determine additional
exposure or costs, if any, it might have in respect of this site.
Maxus is responsible for certain liabilities attributable to Occidental, as successor to Chemicals, in respect of the Malone
Service Company Superfund Site in Galveston County, Texas. This site is a former waste disposal site where Chemicals is alleged to
have sent waste products prior to September 1986.
Chemicals has also been designated as a PRP by the EPA under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”) with respect to a number of third party sites where hazardous substances from
Chemicals’ plant operations allegedly were disposed or have come to be located. Numerous PRPs have been named at substantially all
of these sites. At several of these, Chemicals has no known exposure. At December 31, 2009, YPF Holdings had reserved
approximately Ps.2 million in connection with its estimated share of costs related to the Milwaukee Solvay Coke & Gas Site, the
Malone Service Company Superfund Site, and the other sites mentioned in this paragraph.
“ Agent Orange” and VCM Litigation. In 2002, Occidental sued Maxus and Tierra in state court in Dallas, Texas seeking a
declaration that Maxus and Tierra have the obligation under the agreement pursuant to which Maxus sold Chemicals to Occidental to
defend and indemnify Occidental from and against certain historical obligations of Chemicals, including claims related to “Agent
Orange” and vinyl chloride monomer (VCM), notwithstanding the fact that said agreement contains a 12-year cut-off for defense and
indemnity obligations with respect to most litigation. Tierra was dismissed as a party, and the matter was tried in May 2006. The trial
court decided that the 12-year cut-off period did not apply and entered judgment against Maxus. This decision was affirmed by the
Court of Appeals in February 2008. Maxus’ petition to the Texas Supreme Court for review was denied. This decision will require
Maxus to accept responsibility for various matters for which it has refused to indemnify Occidental since 1998, which could result in
the incurrence of costs in addition to YPF Holdings’ current reserves for this matter. This decision will also require Maxus to
reimburse Occidental for past costs on these matters. In March 2009, Maxus paid U.S.$14.9 million in respect of court costs, interests
through the end of 2007 and estimates of future costs for which Maxus could become liable under the declaratory judgment. As of
December 31, 2009, YPF Holdings had reserved approximately Ps.1 million in respect of this matter.
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Turtle Bayou Litigation. In March 2005, Maxus agreed to defend Occidental, as successor to Chemicals, in respect of an action
seeking the contribution of costs for the remediation of the Turtle Bayou waste disposal site in Liberty County, Texas. Judgment was
entered in this action, and Maxus filed a motion for reconsideration which was partially successful. As a result, the court’s decision
requires Maxus to pay, on behalf of Occidental, approximately 16% of those costs incurred by one of the plaintiffs. Maxus has
appealed. As of December, 2009, YPF Holdings has reserved approximately Ps.14 million in respect of this matter.
YPF Holdings, including its subsidiaries, is a party to various other lawsuits, the outcomes of which are not expected to have a
material adverse affect on the company’s financial condition. YPF Holdings has established reserves for legal contingencies and
environmental issues in those situations where a loss is probable and can be reasonably estimated.
Dividend Policy
See “Item 10. Additional Information—Dividends.”
ITEM 9.
Shares and ADSs
The Offer and Listing
New York Stock Exchange
The ADSs, each representing one Class D share, are listed on the NYSE under the trading symbol “YPF.” The ADSs began
trading on the NYSE on June 28, 1993, and were issued by The Bank of New York Mellon as depositary (the “Depositary”).
The following table sets forth, for the five most recent full financial years and for the current financial year, the high and low
closing prices in U.S. dollars of our ADSs on the NYSE:
2005 .............................................................................................................................................................................
2006 .............................................................................................................................................................................
2007 .............................................................................................................................................................................
2008 .............................................................................................................................................................................
2009 .............................................................................................................................................................................
2010(1).........................................................................................................................................................................
(1) Through June 23, 2010.
High
Low
69.20 43.20
57.38 37.00
50.10 34.37
49.00 37.75
47.00 16.81
45.80 33.89
The following table sets forth, for each quarter of the most recent two financial years and for each quarter of the current
financial year, the high and low closing prices in U.S. dollars of our ADSs on the NYSE.
High
Low
2008:
First Quarter .......................................................................................................................................................
Second Quarter...................................................................................................................................................
Third Quarter......................................................................................................................................................
Fourth Quarter ....................................................................................................................................................
43.90 37.75
48.31 42.75
48.61 45.40
49.00 41.11
2009:
First Quarter .......................................................................................................................................................
Second Quarter...................................................................................................................................................
Third Quarter......................................................................................................................................................
Fourth Quarter ....................................................................................................................................................
47.00 16.81
35.90 23.09
40.20 30.79
44.08 36.35
2010:
First Quarter .......................................................................................................................................................
Second Quarter(1) ..............................................................................................................................................
45.80 40.11
44.63 33.89
(1) Through June 23, 2010.
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The following table sets forth, for each of the most recent six months and for the current month, the high and low closing prices
in U.S. dollars of our ADSs on the NYSE.
2009:
December ...........................................................................................................................................................
44.08 38.44
2010:
January ...............................................................................................................................................................
February .............................................................................................................................................................
March .................................................................................................................................................................
April ...................................................................................................................................................................
May ....................................................................................................................................................................
June(1)................................................................................................................................................................
45.80 41.50
42.11 40.11
44.24 40.53
44.63 43.04
43.95 33.89
40.10 35.40
High
Low
(1) Through June 23, 2010.
As of December 31, 2009 there were approximately 230.8 million ADSs outstanding and approximately 87 holders of record of
ADSs. Such ADSs represented approximately 58.7% of the total number of issued and outstanding Class D shares as of December
2009. Repsol YPF (including its other subsidiaries) was the holder of 169.2 million of our ADSs at that date, while Petersen Energía
and PEISA collectively held 60.8 million of our ADSs.
Buenos Aires Stock Market
The Buenos Aires Stock Market is the principal Argentine market for trading the ordinary shares.
The Buenos Aires Stock Market (Mercado de Valores de Buenos Aires, or “MERVAL”) is the largest stock market in Argentina
and is affiliated with the BASE. MERVAL is a corporation consisting of 133 shareholders who are the sole individuals or entities
authorized to trade, either as principals or agents, in the securities listed on the BASE. Trading on the BASE is conducted either
through the traditional auction system from 11 a.m. to 6 p.m. on trading days, or through the Computer-Assisted Integrated
Negotiation System (Sistema Integrado de Negociación Asistida por Computación, or “SINAC”). SINAC is a computer trading system
that permits trading in both debt and equity securities and is accessed by brokers directly from workstations located in their offices.
Currently, all transactions relating to listed negotiable obligations and listed government securities can be effectuated through SINAC.
In order to control price volatility, MERVAL imposes a 15-minute suspension on trading when the price of a security registers a
variation in price between 10% and 15% and between 15% and 20%. Any additional 5% variation in the price of a security will result
in an additional 10-minute successive suspension period.
Investors in the Argentine securities market are mostly individuals and companies. Institutional investors, which are responsible
for a growing percentage of trading activity, consist mainly of institutional pension funds created under the amendments to the social
security laws enacted in late 1993.
Certain information regarding the Argentine stock market is set forth in the table below.
Market capitalization (in billions of pesos)(1) ..................................................
As percent of GDP(1) .......................................................................................
Volume (in millions of pesos)...........................................................................
Average daily trading volume (in millions of pesos)........................................
(1) End-of-period figures for trading on the BASE.
Source: CNV and Instituto Argentino de Mercado de Capitales.
2009
2,185
186.9%
2008
1,234
121.6%
2007
1,773
227.2%
133,207
545.93
237,790
962.71
209,905
849.82
2006
1,229
183.4%
131,984
532.19
The following table sets forth, for the five most recent full financial years and for the current financial year, the high and low
prices in Argentine pesos of our Class D shares on the Buenos Aires Stock Market:
2005 .........................................................................................................................................................................
2006 .........................................................................................................................................................................
2007 .........................................................................................................................................................................
2008 .........................................................................................................................................................................
2009 .........................................................................................................................................................................
2010(1).....................................................................................................................................................................
(1) Through June 23, 2010.
High
205.00
177.50
153.00
183.00
162.00
172.00
Low
128.00
115.00
110.90
118.00
64.00
137.00
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The following table sets forth, for each quarter of the most recent two financial years and for each quarter of the current
financial year, the high and low prices in Argentine pesos of our Class D shares on the Buenos Aires Stock Market.
High
Low
2008:
First Quarter ...................................................................................................................................................
Second Quarter...............................................................................................................................................
Third Quarter..................................................................................................................................................
Fourth Quarter ................................................................................................................................................
142.00
155.50
153.00
183.00
118.00
136.00
144.50
137.00
2009:
First Quarter ...................................................................................................................................................
Second Quarter...............................................................................................................................................
Third Quarter..................................................................................................................................................
Fourth Quarter ................................................................................................................................................
162.00
136.00
153.00
162.00
64.00
90.00
119.50
139.00
2010:
First Quarter ...................................................................................................................................................
Second Quarter(1) ..........................................................................................................................................
170.00
172.00
150.00
137.00
(1) Through June 23, 2010.
The following table sets forth, for each of the most recent six months and for the current month, the high and low prices in
Argentine pesos of our Class D shares on the Buenos Aires Stock Market.
2009:
December .......................................................................................................................................................
162.00
144.00
2010:
January ...........................................................................................................................................................
February .........................................................................................................................................................
March .............................................................................................................................................................
April ...............................................................................................................................................................
May ................................................................................................................................................................
June(1)............................................................................................................................................................
170.00
163.00
170.00
172.00
169.00
159.00
162.00
150.00
157.50
166.00
137.00
138.00
High
Low
(1) Through June 23, 2010.
As of December 31, 2009, there were approximately 7,093 holders of Class D shares.
Stock Exchange Automated Quotations System International
The ADSs are also quoted on the Stock Exchange Automated Quotations System International.
Argentine Securities Market
The securities market in Argentina is composed of 10 stock exchanges, which are located in the City of Buenos Aires (the
“BASE”), Bahía Blanca, Corrientes, Córdoba, La Plata, La Rioja, Mendoza, Rosario, Santa Fe, and Tucumán. Five of these exchanges
(the BASE, Rosario, Córdoba, Mendoza, and Santa Fe) have affiliated stock markets and, accordingly, are authorized to quote
publicly offered securities. Securities listed on these exchanges include corporate equity and bonds and government securities.
The BASE, which began operating in 1854, is the principal and longest-established exchange in Argentina. Bonds listed on the
BASE may simultaneously be listed on the Argentine over-the-counter market (Mercado Abierto Electrónico, or “MAE”), pursuant to
an agreement between BASE and MAE that stipulates that equity securities are to be traded exclusively on the BASE, while debt
securities (both public and private) may be traded on both the MAE and the BASE. In addition, through separate agreements with the
BASE, all of the securities listed on the BASE may be listed and subsequently traded on the Córdoba, Rosario, Mendoza, La Plata and
Santa Fe exchanges, by virtue of which many transactions originating on these exchanges relate to BASE-listed companies and are
subsequently settled in Buenos Aires. Although companies may list all of their capital stock on the BASE, controlling shareholders in
Argentina typically retain the majority of a company’s capital stock, resulting in a relatively small percentage of active trading of the
companies’ stock by the public on the BASE.
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Argentina’s equity markets have historically been composed of individual investors, though in recent years there has been an
increase in the level of investment by banks and insurance companies in these markets. The participation of Argentine pension funds
represents an increasing percentage of the BASE market; however, Argentine mutual funds (fondos comunes de inversión) continue to
have very low participation.
Regulation of the Argentine securities market
The Argentine securities market is regulated and overseen by the CNV, pursuant to Law No. 17,811, as amended, which, in
addition to having created the CNV, governs the regulation of security exchanges, as well as stockbroker transactions, market
operations, the public offering of securities, corporate governance matters relating to public companies and the trading of futures and
options. Argentine pension funds and insurance companies are regulated by separate government agencies, whereas financial
institutions are regulated primarily by the Central Bank.
In Argentina, debt and equity securities traded on an exchange or the over-the-counter market must, unless otherwise instructed
by their shareholders, be deposited with Stock Exchange Incorporated (Caja de Valores S.A.), a corporation owned by the BASE,
MERVAL and certain provincial exchanges. Stock Exchange Incorporated is the central securities depositary of Argentina and
provides central depositary facilities, as well as acting as a clearinghouse for securities trading and as a transfer and paying agent for
securities transactions. Additionally, it handles the settlement of securities transactions carried out by the BASE and operates SINAC.
Despite a change in the legal framework of Argentine securities trading in the early 1990s, which permitted the issuance and
trading of new financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds and
futures and options, there is still a relatively low level of regulation of the market for Argentine securities and investors’ activities in
such markets and enforcement of them has been extremely limited. Because of the limited exposure and regulation in these markets,
there may be less publicly available information about Argentine companies than is regularly published by or about companies in the
United States and certain other countries. However, the CNV has taken significant steps to strengthen disclosure and regulatory
standards for the Argentine securities market, including the issuance of regulations prohibiting insider trading and requiring insiders to
report on their ownership of securities, with associated penalties for noncompliance.
In order to improve Argentine securities market regulation, the Argentine government issued Decree No. 677/01 on June 1,
2001 (the “Transparency Decree”), which provided certain guidelines and provisions relating to capital markets transparency and best
practices. The Transparency Decree applies to individuals and entities that participate in the public offering of securities, as well as to
stock exchanges. Among its key provisions, the decree broadens the definition of a “security,” governs the treatment of negotiable
securities, obligates publicly listed companies to form audit committees composed of three or more members of the Board of Directors
(the majority of whom must be independent under CNV regulations), authorizes market stabilization transactions under certain
circumstances, governs insider trading, market manipulation and securities fraud and regulates going-private transactions and
acquisitions of voting shares, including controlling stakes in public companies.
Before offering securities to the public in Argentina, an issuer must meet certain requirements established by the CNV with
regard to the issuer’s assets, operating history and management. Only securities approved for a public offering by the CNV may be
listed on a stock exchange. However, CNV approval does not imply any kind of certification as to the quality of the securities or the
solvency of the issuer, even though issuers of listed securities are required to file unaudited quarterly financial statements and audited
annual financial statements and various other periodic reports with the CNV and the stock exchange on which their securities are
listed, as well as to report to the CNV and the relevant stock exchange any event related to the issuer and its shareholders that may
affect materially the value of the securities traded.
Money laundering regulations
Recent modifications to Argentine money laundering regulations have resulted in their application to increasing numbers and
types of securities transactions.
Argentine Law No. 25,246 (as amended by Law No. 26,087 and Law 26,119) categorizes money laundering as a crime under
the Argentine Criminal Code and created the Unidad de Información Financiera (“UIF”), an agency of the Ministry of Justice and
Human Rights of Argentina responsible for investigating questionable transactions. The Argentine Criminal Code defines money
laundering as the exchange, transfer, management, sale or any other use of money or other assets obtained through a crime, by a
person who did not take part in such crime, with the possible result that such original assets (or new asset resulting from such original
asset) have the appearance of having been obtained through legitimate sources, provided that the aggregate value of the assets
exceeded Ps.50,000, whether such amount results from one or more connected transactions.
The money laundering legal framework assigns control and information reporting duties to certain private sector entities,
including banks, broker-dealers, trading companies and insurance companies, in many cases according to highly general criteria.
According to the rules of the Guide to Unusual or Questionable Financial and Foreign Exchange Transactions (Guía de Transacciones
Inusuales o Sospechosas en la Órbita del Sistema Financiero y Cambiario) approved by Resolution No. 2/2002 of the UIF (as
116
amended), such entities have an obligation to notify the UIF of transactions falling into the following general categories:
(a) investments in securities in amounts significantly exceeding the amounts normally invested by a particular investor, taking the
business of the investor into account; (b) deposits or back-to-back loans in jurisdictions known as tax havens; (c) requests for asset
management services where the origin of funds is not certain, is unclear or does not relate to the business of the investor; (d) unusual
transfers of large amounts of securities or interests; (e) unusual and frequent use of special investment accounts; and (f) frequent
purchases and sales of securities during the same day for the same amount and volume, when such transactions seem unusual and
inadequate considering the business of the investor.
ITEM 10.
Capital Stock
Additional Information
Our capital stock consists of Ps.3,933,127,930, divided into 3,764 Class A shares, 7,624 Class B shares, 65,949 Class C shares
and 393,235,456 Class D shares, each fully subscribed and paid, with a par value of ten pesos each and the right to one vote per share.
Our total capital stock has not changed since December 31, 2004.
In November 1992, the Privatization Law became effective. Pursuant to the Privatization Law, in July 1993, we completed a
worldwide offering of 160 million Class D shares, representing approximately 45% of our outstanding capital stock, which had been
owned by the Argentine government. Concurrently with the completion of such offering, the Argentine government transferred
approximately 40 million Class B shares to the Argentine provinces, which represented approximately 11% of our outstanding capital
stock, and made an offer to holders of pension bonds and certain other claims to exchange such bonds and other claims for
approximately 46.1 million Class B shares, representing approximately 13% of our outstanding capital stock. As a result of these
transactions, the Argentine government’s ownership percentage of our capital stock was reduced from 100% to approximately 30%,
including shares that had been set aside to be offered to our employees upon establishment of the terms and conditions by the
Argentine government in accordance with Argentine law. The shares set aside to be offered to employees represented 10% of our
outstanding capital stock.
In July 1997, the Class C shares set aside for the benefit of our employees in conjunction with the privatization, excluding
approximately 1.5 million Class C shares set aside as a reserve against potential claims, were sold through a global public offering,
increasing the percentage of our outstanding shares of capital stock held by the public to 75%. Proceeds from the transactions were
used to cancel debt related to the employee plan, with the remainder distributed to participants in the plan. Additionally, Resolution
1,023/06 of the Ministry of Economy and Production, dated December 21, 2006, effected the transfer to the employees covered by the
employee share ownership plan, or PPP, of 1,117,717 Class C shares, corresponding to the Class C shares set aside as a reserve
against potential claims, and reserving 357,987 Class C shares until a decision was reached in a pending lawsuit. Subsequently, with a
final decision having been reached in the lawsuit, and consistent with the mechanism of conversion of Class C shares into Class D
shares established by Decree 628/1997 and its accompanying rules, as of December 31, 2009, 1,447,983 Class C shares had been
converted into Class D shares. See “Item 4. Information on the Company—History of YPF.”
The Class A shares held by the Argentine government became eligible for sale in April 1995 upon the effectiveness of
legislation which permitted the Argentine government to sell such shares. In January 1999, Repsol YPF acquired 52,914,700 Class A
shares in block (14.99% of our shares) which were converted to Class D shares. Additionally, on April 30, 1999, Repsol YPF
announced a tender offer to purchase all outstanding Class A, B, C and D shares at a price of U.S.$44.78 per share (the “Offer”).
Pursuant to the Offer, in June, 1999, Repsol YPF acquired an additional 82.47% of our outstanding capital stock. On November 4,
1999, Repsol YPF acquired an additional 0.35%. On June 7, 2000, Repsol YPF announced a tender offer to exchange newly issued
Repsol YPF’s shares for 2.16% of our Class B, C and D shares held by minority shareholders. Pursuant to the tender offer, and after
the merger with Astra Compañía Argentina de Petróleo, S.A. (“Astra”) and Repsol Argentina, S.A., Repsol YPF owned 330,551,981
Class D shares and therefore controlled us through a 99.04% ownership interest until 2008. On February 21, 2008, Petersen Energía
S.A. (“Petersen Energía”) purchased 58,603,606 of our ADSs, representing 14.9% of our capital stock, from Repsol YPF for
U.S.$2,235 million (the “Petersen Transaction”). In addition, Repsol YPF granted options to Enrique Eskenazi, Sebastián Eskenazi,
Ezequiel Eskenazi Storey and Matías Eskenazi Storey, shareholders of Petersen Energía, or to companies that are, directly or
indirectly, wholly-controlled by any of them to purchase up to an additional 10.1% of our outstanding capital stock within four years
(the “Petersen Options”). On May 20, 2008, Petersen Energía Inversora S.A. (“PEISA”) exercised an option to purchase shares
representing 0.1% of our capital stock. Additionally, PEISA launched a tender offer to purchase all of the shares of YPF that were not
already owned by them at a price of U.S.$49.45 per share or ADS. Repsol YPF, pursuant to its first option agreement with Petersen
Energía, had stated that it would not tender YPF shares to PEISA. A total of 1,816,879 shares (including Class D shares and ADSs),
representing approximately 0.462% of our total shares outstanding, were tendered.
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Memorandum and Articles of Association
YPF’s by-laws were approved by National Executive Decree No. 1,106, dated May 31, 1993, and notarized by public deed
No. 175, dated June 15, 1993 at the National Notary Public Office, sheet 801 of the National Registry, and registered at the Inspection
Board of Legal Entities of the Argentine Republic on the same date, June 15, 1993 under number 5,109 of the book of Corporations
number 113, volume “A.”
At a Shareholder’s Meeting on April 14, 2010, YPF’s shareholders approved an amendment to YPF’s by-laws which is in the
process of being registered at the Inspection Board of Legal Entities of the Argentine Republic. Copies of the by-laws, which have
been filed as described in “Item 19. Exhibits” in this annual report, are also available at the offices of YPF.
For a detailed description of YPF’s object and purpose, see “Item 4. Information on the Company.” YPF’s object is set forth in
Section 4 of its by-laws.
Pursuant to Argentine Corporations Law No. 19,550 (the “Corporations Law”), the Board of Directors or the Supervisory
Committee shall call either annual general or extraordinary shareholders’ meetings in the cases provided by law and whenever they
consider appropriate. Shareholders representing not less than 5% of YPF’s capital stock may also request that a shareholders’ meeting
be called.
A shareholders’ meeting shall be called at least twenty days prior to the meeting date by notice published in the legal
publications journal for a period of five days. The notice shall include the nature, date, time and place of the meeting, the agenda to be
discussed and the specific requirements shareholders must meet to attend the meeting.
In order to attend the meeting, shareholders must obtain a deposit certificate from a broker or from the depository trust
company. This certificate will allow each shareholder to be registered in the attendance book which closes three business days before
the date on which the meeting will be held. YPF will issue to each shareholder a deposit certificate required for admission into the
meeting. Shares certified and registered in the attendance book shall not be disposed of before the meeting is held unless the
corresponding deposit is cancelled.
Directors, members of the Supervisory Committee and senior managers are both entitled and required to attend all shareholders’
meetings. These persons may only exercise voting power to the extent they have been previously registered as shareholders, in
accordance with the provisions described in the above paragraph. Nevertheless, these persons are not allowed to vote on any proposal
regarding to the approval of their management duties or their removal for cause.
Shareholders’ Meetings
Pursuant to the Argentine Corporations Law, the Board of Directors or the Supervisory Committee shall call either annual
ordinary or extraordinary shareholders’ meetings in the cases provided by law and whenever they consider appropriate. Shareholders
representing not less than 5% of our capital stock may also request that a shareholders’ meeting be called, in which case the meeting
must take place within 40 days of such shareholders’ request. If the Board of Directors or the Supervisory Committee fails to call a
meeting following such a request, a meeting may be ordered by the CNV or by the courts.
Shareholders’ meetings may be ordinary meetings or extraordinary meetings. We are required to convene and hold an ordinary
meeting of shareholders within four months of the close of each fiscal year to consider the matters specified in the first two paragraphs
of Section 234 of the Argentine Corporations Law, such as the approval of our financial statements, allocation of net income for such
fiscal year, approval of the reports of the Board of Directors and the Audit Committee and election, performance and remuneration of
directors and members of the Supervisory Committee. In addition, pursuant to the Transparency Decree, at ordinary shareholders’
meetings, shareholders must consider (i) the disposition of, or creation of any lien over, assets as long as such decision has not been
performed in the ordinary course of business and (ii) the execution of administration or management agreements and whether to
approve any agreement by virtue of which the assets or services provided to us are paid partial or totally with a percentage of our
income, results or earnings, if the payment is material when measured against the volume of the ordinary course of business and our
shareholders’ equity. Other matters which may be considered at an ordinary shareholders’ meeting convened and held at any time
include the responsibility of directors and members of the Supervisory Committee, capital increases and the issuance of certain notes.
Extraordinary shareholders’ meetings may be called at any time to consider matters beyond the authority of an ordinary meeting
including, without limitation, the amendment of our by-laws, issuance of debentures, early dissolution, merger, spin-off, reduction of
capital stock and redemption of shares, transformation from one type of entity to another and limitation or suspension of shareholders’
preemptive rights.
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Notices of meetings
Notice of shareholders’ meetings must be published for five days in the Official Gazette, in an Argentina newspaper of wide
circulation and in the bulletin of the Buenos Aires Stock Exchange, at least 20 but not more than 45 days prior to the date on which the
meeting is to be held. Such notice must include information regarding the type of meeting to be held, the date, time and place of such
meeting and the agenda. If a quorum is not available at such meeting, a notice for a meeting on second call, which must be held within
30 days of the date on which the first meeting was called, must be published for three days at least eight days before the date of the
meeting on second call. The above-described notices of shareholders’ meetings may be effected simultaneously for the meeting on
second call to be held on the same day as the first meeting, only in the case of ordinary meetings. Shareholders’ meetings may be
validly held without notice if all the shares of our outstanding share capital are present and resolutions are adopted by unanimous vote
of shares entitled to vote.
Quorum and voting requirements
Except as described below, the quorum for ordinary meetings of shareholders on first call is a majority of the shares entitled to
vote, and action may be taken by the affirmative vote of an absolute majority of the shares present that are entitled to vote on such
action. If a quorum is not available at the first meeting, a meeting on second call may be held at which action may be taken by the
holders of an absolute majority of the shares present, regardless of the number of such shares. The quorum for an extraordinary
shareholders’ meeting on first call is 60% of the shares entitled to vote, and if such quorum is not available, a meeting or second call
may be held, at which action may be taken by the holders of an absolute majority of the shares present, regardless of the number of
such shares.
Our by-laws establish that in order to approve (i) the transfer of our domicile outside Argentina, (ii) a fundamental change of the
corporate purpose set forth in our by-laws, (iii) delisting of our shares in the BASE or NYSE, and (iv) a spin-off by us, when as a
result of such spin-off more than 25% of our assets are transferred to the resulting corporations, a majority of the shares representing
75% or more of our voting shares is required, both in first and second call. Our by-laws also establish that in order to approve
(i) certain amendments to our by-laws concerning tender offers of shares (as described below), (ii) the granting of certain guarantees
in favor of our shareholders, (iii) full stop of refining, commercialization and distribution activities and (iv) rules regarding
appointment, election and number of members of our Board of Directors, a majority of the shares representing 66% or more of our
voting shares is required, both in first and second call, as is the affirmative vote of the Class A shares, granted in a special meeting of
the holders of such shares.
In order to attend the meeting, shareholders must deposit their shares, or a certificate representing book-entry shares issued by a
bank, clearing house or depository trust company, with us. This certificate will allow each shareholder to be registered in the
attendance book which closes three business days before the date on which the meeting will be held. We will issue to each shareholder
a deposit certificate required for admission into the meeting. Shares certified and registered in the attendance book may not be
disposed of before the meeting is held unless the corresponding deposit is cancelled.
Under the Argentine Corporations Law, foreign companies that own shares in an Argentine corporation are required to register
with the Superintendent of Corporations (Inspección General de Justicia, or IGJ) in order to exercise certain shareholder rights,
including voting rights. Such registration requires the filing of certain corporate and accounting documents. Accordingly, if a
shareholder owns Class D shares directly (rather than in the form of ADSs) and it is a non-Argentine company, and such shareholder
fails to register with the IGJ, the ability to exercise its rights as a holder of Class D shares may be limited.
Directors, members of the Supervisory Committee and senior managers are both entitled and required to attend all shareholders’
meetings. These persons may only exercise voting power to the extent they have been previously registered as shareholders, in
accordance with the provisions described in the above paragraph. Nevertheless, these persons are not allowed to vote on any proposal
regarding the approval of their management duties or their removal for cause.
Shareholders who have a conflict of interest with us and who do not abstain from voting may be liable for damages to us, but
only if the transaction would not have been approved without such shareholders’ votes. Furthermore, shareholders who willfully or
negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law or our by-laws may be
held jointly and severally liable for damages to us or to other third parties, including shareholders.
Directors
Election of Directors
Our business and affairs are managed by the Board of Directors in accordance with our by-laws and the Argentine Corporations
Law. Our by-laws provide for a Board of Directors of 11 to 21 members, and up to an equal number of alternates. Alternates are those
elected by the shareholders to replace directors who are absent from meetings or who are unable to exercise their duties, when and for
whatever period appointed to do so by the Board of Directors. Alternates have the responsibilities, duties and powers of directors only
if and to the extent they are called upon to attend board meetings or for such longer period as they may act as replacements.
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Directors shall hold office from one to three years, as determined by the shareholders’ meetings. Since the shareholders’ general
ordinary and extraordinary meeting held on April 28, 2009, our Board of Directors is composed of 17 directors and 13 alternates.
In accordance with our by-laws, the Argentine government, sole holder of Class A shares, is entitled to elect one director and
one alternate. The current director representative of Class A shares was appointed to serve up to a one-year term.
Under the Argentine Corporations Law, a majority of our directors must be residents of Argentina. All directors must establish a
legal domicile in Argentina for service of notices in connection with their duties.
Our by-laws require the Board of Directors to meet at least once every quarter in person or by video conference, and a majority
of directors is required in order to constitute a quorum. If a quorum is not met one hour after the start time set for the meeting, the
President or his substitute may invite alternates of the same class as that of the absent directors to join the meeting, or call a meeting
for another day. Resolutions must be adopted by a majority of the directors present, and the President or his substitute is entitled to
cast the deciding vote in the event of a tie.
The composition of certain of our Board committees, as well as the roles of certain members thereof, are affected by the
implementation of the shareholders’ agreement between Repsol YPF and Petersen Energía. See “Item 7. Major Shareholders and
Related Party Transactions—Shareholders’ Agreement.”
Duties and liabilities of Directors
In accordance with the Argentine Corporations Law, directors have an obligation to perform their duties with loyalty and with
the diligence of a prudent business person. Directors are jointly and severally liable to us, our shareholders and to third parties for the
improper performance of their duties, for violating the law or our by-laws or regulations, and for any damage caused by fraud, abuse
of authority or gross negligence. Specific duties may be assigned to a director by the by-laws, company regulations, or by resolution of
the shareholders’ meeting. In such cases, a director’s liability will be determined by reference to the performance of such duties.
Only shareholders, through a shareholders’ meeting may authorize directors to engage in activities in competition with us.
Transactions or contracts between directors and us in connection with our activities are permitted to the extent they are performed
under fair market conditions. Transactions that do not comply with the Argentine Corporations Law require prior approval of the
Board of Directors or the Supervisory Committee. In addition, these transactions must be subsequently approved by the shareholders
at a general meeting. If our shareholders do not approve the relevant transaction, the directors and members of the Supervisory
Committee who approved such transactions are jointly and severally liable for any damages caused to us.
Any director whose personal interests are adverse to ours shall notify the Board of Directors and the Supervisory Committee and
abstain from voting on such matters. Otherwise, such director may be held liable to us.
A director will not be liable if, notwithstanding his presence at the meeting at which a resolution was adopted or his knowledge
of such resolution, a written record exists of his opposition to such resolution and he reports his opposition to the Supervisory
Committee before any complaint against him is brought before the Board of Directors, the Supervisory Committee, the shareholders’
meeting, the appropriate governmental agency or the courts. Any liability of a director to us terminates upon approval of the director’s
actions by the shareholders at a general meeting, provided that shareholders representing at least 5% of our capital stock do not object
and provided further that such liability does not result from a violation of the law, our by-laws or other regulations.
Foreign Investment Legislation
Under the Argentine Foreign Investment Law, as amended, and its implementing regulations (together, referred to as the
“Foreign Investment Legislation”), the purchase of shares of an Argentine corporation by an individual or legal entity domiciled
abroad or by an Argentine company of “foreign capital” (as defined in the Foreign Investment Legislation) constitutes foreign
investment. Currently, foreign investment in industries other than broadcasting is not restricted, and no prior approval is required to
make foreign investments. No prior approval is required in order to purchase Class D shares or ADSs or to exercise financial or
corporate rights thereunder.
Dividends
Under our by-laws, all Class A, Class B, Class C and Class D shares rank equally with respect to the payment of dividends. All
shares outstanding as of a particular record date share equally in the dividend being paid, except that shares issued during the period to
which a dividend relates may be entitled only to a partial dividend with respect to such period if the shareholders’ meeting that
approved the issuance so resolved. No provision of our by-laws or of the Argentine Corporations Law gives rise to future special
dividends only to certain shareholders.
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The amount and payment of dividends are determined by majority vote of our shareholders voting as a single class, generally,
but not necessarily, on the recommendation of the Board of Directors. In addition, under the Argentine Corporations Law, our Board
of Directors has the right to declare dividends subject to further approval of shareholders at the next shareholders’ meeting.
We have distributed over 85% of our net income attributable to the years 2001 through 2006 in dividends to our shareholders.
We have not adopted a formal dividend policy. Any dividend policy adopted will be subject to a number of factors, including our debt
service requirements, capital expenditure and investment plans, other cash requirements and such other factors as may be deemed
relevant at the time. In addition, Repsol YPF and Petersen Energía have agreed in the shareholders’ agreement entered into by them in
connection with the Petersen Transaction to effect the adoption of a dividend policy under which we would distribute 90% of our net
income as dividends, starting with our net income for 2007. They also agreed to vote in favor of corporate resolutions requiring us to
distribute a special dividend of U.S.$850 million, which was paid jointly with the ordinary dividends in 2008 and 2009. See “Item 7.
Major Shareholders and Related Party Transactions—Shareholders’ Agreement.”
The following table sets forth for the periods and dates indicated, the quarterly dividend payments made by us, expressed in
pesos.
Year Ended December 31,
2002 ................................................................................................................................
2003 ................................................................................................................................
2004 ................................................................................................................................
2005 ................................................................................................................................
2006 ................................................................................................................................
2007 ................................................................................................................................
2008 ................................................................................................................................
2009 ................................................................................................................................
2010 ................................................................................................................................
1Q
—
—
—
—
—
6.00
10.76
—
—
Pesos Per Share/ADS
3Q
—
2.60
—
—
—
—
—
—
—
4Q
4.00
—
4.50
4.40
—
—
6.35
6.15
—
2Q
—
5.00
9.00
8.00
6.00
—
6.50
6.30
5.50
Total
4.00
7.60
13.50
12.40
6.00
6.00
23.61
12.45
5.50
On April 14, 2010, our shareholder’s meeting approved the creation of a statutory reserve for future dividends in the amount of
Ps.5,040 million, and empowered the Board of Directors to decide all matters with respect to its distribution. Our Board of Directors
approved a dividend of Ps.5.50 per share or per ADS, which was paid out of the reserve for future dividends on April 26, 2010.
Amount Available for Distribution
Under Argentine law, dividends may be lawfully paid only out of our retained earnings reflected in the annual audited financial
statements prepared in accordance with Argentine GAAP and CNV regulations and approved by a shareholders’ meeting. The Board
of Directors of a listed Argentine company may declare interim dividends, in which case each member of the Board and of the
Supervisory Committee is jointly and severally liable for the repayment of such dividend if retained earnings at the close of the fiscal
year in which the interim dividend was paid would not have been sufficient to permit the payment of such dividend.
According to the Argentine Corporations Law and our by-laws, we are required to maintain a legal reserve of 20% of our then-
outstanding capital stock. The legal reserve is not available for distribution to shareholders.
Under our by-laws, our net income is applied as follows:
•
first, an amount equivalent to at least 5% of net income, plus (less) prior year adjustments, is segregated to build the legal
reserve until such reserve is equal to 20% of our subscribed capital;
second, an amount is segregated to pay the accrued fees of the members of the Board of Directors and of the Supervisory
Committee (see “Item 6. Directors, Senior Management and Employees—Compensation of Directors and Officers”);
third, an amount is segregated to pay dividends on preferred stock, if any; and
fourth, the remainder of net income may be distributed as dividends to common shareholders or allocated for voluntary or
contingent reserves as determined by the shareholders’ meeting.
•
•
•
Our Board of Directors submits our financial statements for the preceding fiscal year, together with reports thereon by the
Supervisory Committee and the auditors, at the annual ordinary shareholders’ meeting for approval. Within four months of the end of
each fiscal year, an ordinary shareholders’ meeting must be held to approve our yearly financial statements and determine the
allocation of our net income for such year.
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Under applicable CNV regulations, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting
approving such dividends or, in the case in which the shareholders’ meeting delegates the authority to distribute dividends to the
Board of Directors, within 30 days of the Board of Directors’ meeting approving such dividends. In the case of stock dividends, shares
are required to be delivered within three months of our receipt of notice of the authorization of the CNV for the public offering of the
shares arising from such dividends. In accordance with the Argentine Commercial Code, the statute of limitations to the right of any
shareholder to receive dividends declared by the shareholders’ meeting is three years from the date on which it has been made
available to the shareholder.
Owners of ADSs are entitled to receive any dividends payable with respect to the underlying Class D shares. Cash dividends are
paid to the Depositary in pesos, directly or through The Bank of New York S.A., although we may choose to pay cash dividends
outside Argentina in a currency other than pesos, including U.S. dollars. The deposit agreement provides that the Depositary shall
convert cash dividends received by the Depositary in pesos to dollars, to the extent that, in the judgment of the Depositary, such
conversion may be made on a reasonable basis, and, after deduction or upon payment of the fees and expenses of the Depositary, shall
make payment to the holders of ADSs in U.S. dollars.
Preemptive and Accretion Rights
Except as described below, in the event of a capital increase, a holder of existing shares of a given class has a preferential right
to subscribe a number of shares of the same class sufficient to maintain the holder’s existing proportionate holdings of shares of that
class. Preemptive rights also apply to issuances of convertible securities, but do not apply upon conversion of such securities. Pursuant
to the Argentine Corporations Law, in exceptional cases and on a case-by-case basis when required for our best interest, the
shareholders at an extraordinary meeting with a special majority may decide to limit or suspend shareholders’ preemptive rights,
provided that such limitation or suspension of the shareholders’ preemptive rights is included in the agenda of the meeting and the
shares to be issued are paid in kind or are issued to cancel preexisting obligations.
Under our by-laws, we may only issue securities convertible into Class D shares, and the issuance of any such convertible
securities must be approved by a special meeting of the holders of Class D shares.
Holders of ADSs may be restricted in their ability to exercise preemptive rights if a registration statement under the Securities
Act relating thereto has not been filed or is not effective. Preemptive rights are exercisable during the 30 days following the last
publication of notice informing shareholders of their right to exercise such preemptive rights in the Official Gazette and in an
Argentine newspaper of wide circulation. Pursuant to the Argentine Corporations Law, if authorized by an extraordinary shareholders’
meeting, companies authorized to make public offering of their securities, such as us, may shorten the period during which preemptive
rights may be exercised from 30 to ten days following the publication of notice of the offering to the shareholders to exercise
preemptive rights in the Official Gazette and a newspaper of wide circulation in Argentina. Pursuant to our by-laws, the terms and
conditions on which preemptive rights may be exercised with respect to Class C shares may be more favorable than those applicable
to Class A, Class B and Class D shares.
Shareholders who have exercised their preemptive rights have the right to exercise accretion rights, in proportion to their
respective ownership, with respect to any unpreempted shares, in accordance with the following procedure.
•
•
•
•
Any unpreempted Class A shares will be converted into Class D shares and offered to holders of Class D shares that
exercised preemptive rights and indicated their intention to exercise additional preemptive rights with respect to any such
Class A shares.
Any unpreempted Class B shares will be assigned to those provinces that exercised preemptive rights and indicated their
intention to exercise accretion rights with respect to such shares; any excess will be converted into Class D shares and
offered to holders of Class D shares that exercised preemptive rights and indicated their intention to exercise accretion
rights with respect to any such Class D shares.
Any unpreempted Class C shares will be assigned to any PPP participants who exercised preemptive rights and indicated
their intention to exercise accretion rights with respect to such shares; any excess will be converted into Class D shares
and offered to holders of Class D shares that exercised preemptive rights and indicated their intention to exercise accretion
rights with respect to any such Class C shares.
Any unpreempted rights will be assigned to holders of Class D shares that exercised their preemptive rights and indicated
their intention to exercise accretion rights; any remaining Class D shares will be assigned pro rata to any holder of shares
of another class that indicated his or her intention to exercise accretion rights.
The term for exercise of additional preemptive rights is the same as that fixed for exercising preemptive rights.
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Voting of the Underlying Class D Shares
Under the by-laws, each Class A, Class B, Class C and Class D share entitles the holder thereof to one vote at any meeting of
the shareholders of YPF, except that a specified number of Directors is elected by majority vote of each class (except as provided
below). See “—Directors—Election of Directors” above for information regarding the number of directors that holders of each class
of shares are entitled to elect and certain other provisions governing nomination and election of directors. The Depositary has agreed
that, as soon as practicable after receipt of a notice of any meeting of shareholders of YPF, it will mail a notice to the holders of
ADRs, evidencing ADSs, registered on the books of the Depositary which will contain the following:
•
•
•
a summary in English of the information contained in the notice of such meeting;
a statement that the holders of ADRs at the close of business on a specified record date will be entitled, subject to any
applicable provisions of Argentine law, the by-laws of YPF and the Class D shares, to instruct the Depositary to exercise
the voting rights, if any, pertaining to the Class D shares evidenced by their respective ADSs; and
a statement as to the manner in which such instructions may be given to the Depositary.
The Depositary shall endeavor, to the extent practicable, to vote or cause to be voted the amount of Class D shares represented
by the ADSs in accordance with the written instructions of the holders thereof. The Depositary will vote Class D shares, as to which
no instructions are received, in accordance with the recommendations of the Board of Directors of YPF. The Depositary will not vote
Class D shares, as to which no instructions have been received, in accordance with the recommendations of the Board of Directors,
however, unless YPF has provided to the Depositary an opinion of Argentine counsel stating that the action recommended by the
Board of Directors is not illegal under Argentine law or contrary to the by-laws or Board regulations of YPF. In addition, the
Depositary will, if requested by the Board of Directors and unless prohibited by any applicable provision of Argentine law, deposit all
Class D shares represented by ADSs for purposes of establishing a quorum at meetings of shareholders, whether or not voting
instructions with respect to such shares have been received.
Voting
Under our by-laws, each Class A, Class B, Class C and Class D share entitles the holder thereof to one vote at any meeting of
our shareholders, except that the Class A shares (i) vote separately with respect to the election of our Board of Directors and are
entitled to appoint one director and one alternate director and (ii) have certain veto rights, as described below.
Class A Veto Rights
Under the by-laws, so long as any Class A shares remain outstanding, the affirmative vote of such shares is required in order to:
(i) decide upon the merger of the company; (ii) approve any acquisition of shares by a third party representing more than 50% of the
company’s capital; (iii) transfer to third parties all the exploitation rights granted to the Company pursuant to the Hydrocarbons Law,
applicable regulations thereunder or the Privatization Law, if such transfer would result in the total suspension of the company’s
exploration and production activities; (iv) voluntarily dissolve the company and (v) transfer our legal or fiscal domicile outside
Argentina. The actions described in clauses (iii) and (iv) above also require prior approval of the Argentine Congress through
enactment of a law.
Reporting Requirements
Pursuant to our by-laws, any person who, directly or indirectly, through or together with its affiliates and persons acting in
concert with it, acquires Class D shares or securities convertible into Class D shares, so that such person controls more than 3% of the
Class D shares, is required to notify us of such acquisition within five days of such acquisition, in addition to complying with any
requirements imposed by any other authority in Argentina or elsewhere where our Class D shares are traded. Such notice must include
the name or names of the person and persons, if any, acting in concert with it, the date of the acquisition, the number of shares
acquired, the price at which the acquisition was made, and a statement as to whether it is the purpose of the person or persons to
acquire a greater shareholding in, or control of, us. Each subsequent acquisition by such person or persons requires a similar notice.
Certain Provisions Relating to Acquisitions of Shares
Pursuant to our by-laws:
•
each acquisition of shares or convertible securities, as a result of which the acquirer, directly or indirectly through or
together with its affiliates and persons acting in concert with it (collectively, an “Offeror”), would own or control shares
that, combined with such Offeror’s prior holdings, if any, of shares of such class, would represent:
•
•
15% or more of the outstanding capital stock, or
20% or more of the outstanding Class D shares; and
•
each subsequent acquisition by an Offeror (other than subsequent acquisitions by an Offeror owning or controlling more
than 50% of our capital prior to such acquisition) (collectively, “Control Acquisitions”), must be carried out in accordance
with the procedure described under “Restrictions on Control Acquisitions” below.
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In addition, any merger, consolidation or other combination with substantially the same effect involving an Offeror that has
previously carried out a Control Acquisition, or by any other person or persons, if such transaction would have for such person or
persons substantially the same effect as a Control Acquisition (“Related Party Share Acquisition”), must be carried out in accordance
with the provisions described under “—Restrictions on Related Party Share Acquisitions.” The voting, dividend and other distribution
rights of any shares acquired in a Control Acquisition or a Related Party Share Acquisition carried out other than in accordance with
such provisions will be suspended, and such shares will not be counted for purposes of determining the existence of a quorum at
shareholders’ meetings.
Restrictions on Control Acquisitions
Prior to consummating any Control Acquisition, an Offeror must obtain the approval of the Class A shares, if any are
outstanding, and make a public tender offer for all of our outstanding shares and convertible securities. The Offeror will be required to
provide us with notice of, and certain specified information with respect to, any such tender offer at least fifteen business days prior to
the commencement of the offer, as well as the terms and conditions of any agreement with any shareholder proposed for the Control
Acquisition (a “Prior Agreement”). We will send each shareholder and holder of convertible securities a copy of such notice at the
Offeror’s expense. The Offeror is also required to publish a notice containing substantially the same information in a newspaper of
general circulation in Argentina, New York and each other city in which our securities are traded on an exchange or other securities
market, at least once per week, beginning on the date notice is provided to us, until the offer expires.
Our Board of Directors shall call a special meeting of the Class A shares to be held ten business days following the receipt of
such notice for the purpose of considering the tender offer. If the special meeting is not held, or if the shareholders do not approve the
tender offer at such meeting, neither the tender offer nor the proposed Control Acquisition may be completed.
The tender offer must be carried out in accordance with a procedure specified in our by-laws and in accordance with any
additional or stricter requirements of jurisdictions, exchanges or markets in which the offer is made or in which our securities are
traded. Under the by-laws, the tender offer must provide for the same price for all shares tendered, which price may not be less than
the highest of the following (the “Minimum Price”):
(i) the highest price paid by, or on behalf of, the Offeror for Class D shares or convertible securities during the two years
prior to the notice provided to us, subject to certain antidilution adjustments with respect to Class D shares;
(ii) the highest closing price for the Class D shares on the BASE during the thirty-day period immediately preceding the
notice provided to us, subject to certain antidilution adjustments;
(iii) the price resulting from clause (ii) above multiplied by a fraction, the numerator of which shall be the highest price
paid by or on behalf of the Offeror for Class D shares during the two years immediately preceding the date of the notice
provided to us and the denominator of which shall be the closing price for the Class D shares on the BASE on the date
immediately preceding the first day in such two-year period on which the Offeror acquired any interest in or right to any Class D
shares, in each case subject to certain antidilution adjustments; and
(iv) the net earnings per Class D share during the four most recent full fiscal quarters immediately preceding the date of
the notice provided to us, multiplied by the higher of (A) the price/earnings ratio during such period for Class D shares (if any)
and (B) the highest price/earnings ratio for us in the two-year period immediately preceding the date of the notice provided to
us, in each case determined in accordance with standard practices in the financial community.
Any such offer must remain open for a minimum of 20 days and a maximum of 30 days following the provision of notice to the
shareholders or publication of the offer, plus an additional period of a minimum of five days and a maximum of ten days required by
CNV regulations, and shareholders must have the right to withdraw tendered shares at any time up until the close of the offer.
Following the close of such tender offer, the Offeror will be obligated to acquire all tendered shares or convertible securities, unless
the number of shares tendered is less than the minimum, if any, upon which such tender offer was conditioned, in which case the
Offeror may withdraw the tender offer. Following the close of the tender offer, the Offeror may consummate any Prior Agreement
within thirty days following the close of the tender offer; provided, however, that if such tender offer was conditioned on the
acquisition of a minimum number of shares, the Prior Agreement may be consummated only if such minimum was reached. If no
Prior Agreement existed, the Offeror may acquire the number of shares indicated in the notice provided to us on the terms indicated in
such notice, to the extent such number of shares were not acquired in the tender offer, provided that any condition relating to a
minimum number of shares tendered has been met.
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Restrictions on Related Party Share Acquisitions
The price per share to be received by each shareholder in any Related Party Share Acquisition must be the same as, and must not
be less, than the highest of the following:
(i) the highest price paid by or on behalf of the party seeking to carry out the Related Party Share Acquisition (an
“Interested Shareholder”) for (A) shares of the class to be transferred in the Related Party Share Acquisition (the “Class”) within
the two-year period immediately preceding the first public announcement of the Related Party Share Acquisition or (B) shares
of the Class acquired in any Control Acquisition, in each case as adjusted for any stock split, reverse stock split, stock dividend
or other reclassification affecting the Class;
(ii) the highest closing sale price of shares of the Class on the BASE during the thirty days immediately preceding the
announcement of the Related Party Share Acquisition or the date of any Control Acquisition by the Interested Shareholder,
adjusted as described above;
(iii) the price resulting from clause (ii) multiplied by a fraction, the numerator of which shall be the highest price paid by
or on behalf of the Interested Shareholder for any share of the Class during the two years immediately preceding the
announcement of the Related Party Transaction and the denominator of which shall be the closing sale price for shares of the
Class on the date immediately preceding the first day in the two-year period referred to above on which the Interested
Shareholder acquired any interest or right in shares of the Class, in each case as adjusted as described above; and
(iv) the net earnings per share of the shares of the Class during the four most recent full fiscal quarters preceding the
announcement of the Related Party Transaction multiplied by the higher of the (A) the price/earnings ratio during such period
for the shares of the Class and (B) the highest price/earnings ratio for us in the two-year period preceding the announcement of
the Related Party Transaction, in each case determined in accordance with standard practices in the financial community.
In addition, any transaction that would result in the acquisition by any Offeror of ownership or control of more than 50% of our
capital stock, or that constitutes a merger or consolidation of us, must be approved in advance by the Class A shares while any such
shares remain outstanding.
Material Contracts
None.
Exchange Controls
See “Item 3. Key Information—Exchange Controls” for information on the monetary and currency exchange control restrictions
in effect in Argentina.
Taxation
Argentine Tax Considerations
The following discussion is a summary of the material Argentine tax considerations relating to the purchase, ownership and
disposition of our Class D shares or ADSs.
Dividends tax
Dividends paid on our Class D shares or ADSs, whether in cash, property or other equity securities, are not subject to income
tax withholding, except for dividends paid in excess of our taxable accumulated income for the previous fiscal period, which are
subject to withholding at a rate of 35% in respect of such excess. This is a final tax and it is not applicable if dividends are paid in
shares (acciones liberadas) rather than in cash.
Capital gains tax
Capital gains recognized by non-resident individuals or entities from the sale, exchange or other disposition of our ADSs or
Class D shares are not subject to Argentine income tax.
Personal assets tax
Argentine individuals and undivided estates, foreign individuals and undivided estates, and foreign entities, are responsible for
the personal assets tax of 0.5% of the value of any shares or ADSs issued by Argentine entities, held as of December 31 of each year.
The tax is levied on Argentine issuers of such shares or ADSs, such as us, (which must pay this tax in substitution of the relevant
shareholders) and is based on the equity value (valor patrimonial proporcional), or the book value, of the shares derived from the
latest financial statements at December 31 of each year. Pursuant to the Personal Assets Tax Law, we are entitled to seek
reimbursement of such paid tax from the applicable shareholders, including by withholding, foreclosing on the shares, or by
withholding dividends.
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Tax on debits and credits in bank accounts
Tax on debits and credits in bank accounts is levied, with certain exceptions, for debits and credits on checking accounts
maintained at financial institutions located in Argentina and other transactions that are used as a substitute for the use of checking
accounts. The general tax rate is 0.6% for each debit and credit, although in certain cases a decreased rate may apply. The account
holder may use up to 34% of the tax paid in respect of credits, as a credit against other federal taxes.
Value added tax
The sale, exchange or other disposition of our Class D shares or ADSs and the distribution of dividends are exempt from the
value added tax.
Transfer taxes
The sale, exchange or other disposition of our Class D shares or ADSs is not subject to transfer taxes.
Stamp taxes
Stamp taxes may apply in certain Argentine provinces if transfer of our Class D shares or ADSs is performed or executed in
such jurisdictions by means of written agreements. Transfer of our Class D shares or ADSs is exempt from stamp tax in the City of
Buenos Aires.
Other taxes
There are no Argentine inheritance or succession taxes applicable to the ownership, transfer or disposition of our Class D shares
or ADSs. In addition, neither the minimum presumed income tax nor any local gross turnover tax is applicable to the ownership,
transfer or disposition of our Class D shares or ADSs.
In the case of litigation regarding the Class D shares or ADSs before a court of the City of Buenos Aires, a 3% court fee would
be charged, calculated on the basis of the claim. A 3% surcharge calculated on the amount of the court tax would also be imposed by
the City of Buenos Aires Attorneys Social Security Association.
Tax treaties
Argentina has tax treaties for the avoidance of double taxation currently in force with Australia, Belgium, Bolivia, Brazil,
Canada, Chile, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Russia, Spain, Sweden, Switzerland and the
United Kingdom. There is currently no tax treaty or convention in effect between Argentina and the United States. It is not clear when,
if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply,
without modification, to a holder of our Class D shares or ADSs that is a U.S. resident. Foreign shareholders located in certain
jurisdictions with a tax treaty in force with Argentina may be (i) exempted from the payment of the personal assets tax and (ii) entitled
to apply for reduced withholding tax rates on payments to be made by Argentine parties.
United States Federal Income Tax Considerations
The following are the material U.S. federal income tax consequences of owning and disposing of our Class D shares or ADSs.
This discussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular
person’s decision to hold such securities.
This discussion applies only if you are a U.S. Holder (as defined below) and you hold our Class D shares or ADSs as capital
assets for tax purposes and it does not describe all of the tax consequences that may be relevant to holders subject to special rules,
such as:
•
certain financial institutions;
insurance companies;
dealers and traders in securities or foreign currencies;
persons holding Class D shares or ADSs as part of a hedge, “straddle,” wash sale, conversion transaction, integrated
transaction or similar transaction or persons entering into a constructive sale with respect to the class D shares or ADSs;
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
entities classified as partnerships for U.S. federal income tax purposes;
persons liable for the alternative minimum tax;
•
•
•
•
•
•
126
•
•
•
•
persons who acquired our Class D shares or ADSs pursuant to the exercise of an employee stock option or otherwise as
compensation;
persons holding Class D shares or ADSs in connection with a trade or business conducted outside of the United States;
tax-exempt entities, including “Individual retirement accounts” or “Roth IRAs”; or
persons holding Class D shares or ADSs that own or are deemed to own ten percent or more of our voting stock.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds Class D shares or ADSs, the U.S.
federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership.
Partnerships holding Class D shares or ADSs and partners in such partnerships should consult their tax advisers as to the particular
U.S. federal income tax consequences of holding and disposing of the Class D shares or ADSs.
This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements,
judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These laws are subject to change,
possibly on a retroactive basis. It is also based in part on representations by the Depositary and assumes that each obligation under the
deposit agreement and any related agreement will be performed in accordance with its terms.
You are a “U.S. Holder” if you are a beneficial owner of Class D shares or ADSs and are, for U.S. federal income tax purposes:
•
a citizen or individual resident of the United States;
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any
political subdivision thereof; or
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
•
•
In general, if you own ADSs, you will be treated as the owner of the underlying shares represented by those ADSs for U.S.
federal income tax purposes. Accordingly, no gain or loss will be recognized if you exchange ADSs for the underlying shares
represented by those ADSs.
The U.S. Treasury has expressed concerns that parties to whom American depositary shares are released before shares are
delivered to the depositary (“pre-release”), or intermediaries in the chain of ownership between U.S. Holders and the issuer of the
security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits
by U.S. Holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax,
described below, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of
Argentine taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described
below, could be affected by actions taken by such parties or intermediaries.
Please consult your own tax advisers concerning the U.S. federal, state, local and foreign tax consequences of purchasing,
owning and disposing of Class D shares or ADSs in your particular circumstances.
This discussion assumes that YPF is not, and will not become, a passive foreign investment company, as described below.
Taxation of distributions
Distributions paid on Class D shares or ADSs, other than certain pro rata distributions of ordinary shares, will be treated as a
dividend to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax
principles). Because YPF does not maintain calculations of earnings and profits under U.S. federal income tax principles, it is
expected that distributions will generally be reported to U.S. Holders as dividends. Subject to applicable limitations (including a
minimum holding period requirement) and the discussion above regarding concerns expressed by the U.S. Treasury, certain dividends
paid by qualified foreign corporations to certain non-corporate U.S. Holders in taxable years beginning before January 1, 2011 are
taxable at a maximum rate of 15%. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on
stock that is readily tradable on an established securities market in the United States. You should consult your own tax advisers to
determine whether the favorable rate may apply to dividends you receive and whether you are subject to any special rules that limit
your ability to be taxed at this favorable rate. The amount of a dividend will include any amounts withheld by us in respect of
Argentine taxes. The amount of the dividend will be treated as foreign-source dividend income to you and will not be eligible for the
dividends-received deduction generally allowed to U.S. corporations under the Code.
Dividends paid in Argentine pesos will be included in your income in a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date of your or in the case of ADSs, the Depositary’s receipt of the dividend, regardless of whether the
payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, you generally
should not be required to recognize foreign currency gain or loss in respect of the dividend income. You may have foreign currency
gain or loss if the dividend is converted into U.S. dollars after the date of its receipt.
127
Subject to applicable limitations (including a minimum holding period requirement) that may vary depending upon your
circumstances and subject to the discussion above regarding concerns expressed by the U.S. Treasury, Argentine income taxes
withheld from dividends on Class D shares or ADSs will be creditable against your U.S. federal income tax liability. Amounts paid on
account of the Argentine personal assets tax, if any, will not be eligible for credit against the U.S. Holder’s U.S. federal income tax
liability. U.S. Holders should consult their tax advisers to determine the tax consequences applicable to them as a result of amounts
paid on account of the Argentine personal assets tax including whether such amounts are includible in income or are deductible for
U.S. federal income tax purposes. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisers
regarding the availability of the foreign tax credit under your particular circumstances.
Sale or other disposition of Class D shares or ADSs
For U.S. federal income tax purposes, gain or loss you realize on the sale or other disposition of Class D shares or ADSs will be
capital gain or loss, and will be long-term capital gain or loss if you held the Class D shares or ADSs for more than one year. The
amount of your gain or loss will equal the difference between the amount realized on the disposition and your tax basis in the Class D
shares or ADSs disposed of. Such gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The
deductibility of capital losses is subject to limitations.
Passive foreign investment company rules
YPF believes that it was not a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for the
taxable year of 2009. However, since PFIC status depends upon the composition of a company’s income and assets and the market
value of its assets (including, among other things, less than 25 percent owned equity investments) from time to time, there can be no
assurance that YPF will not be considered a PFIC for any taxable year. If YPF were treated as a PFIC for any taxable year during
which you held a Class D share or ADS, certain adverse consequences could apply to you.
If YPF is treated as a PFIC for any taxable year during which you held a Class D share or ADS, any gain you recognize on a
sale or other disposition of the Class D share or ADS would be allocated ratably over your holding period for the Class D share or
ADS. The amounts allocated to the taxable year of the disposition and to any year before YPF became a PFIC would be taxed as
ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or
corporations, as appropriate, and an interest charge would be imposed on the amount allocated to such taxable year. Further, any
distribution in respect of ADSs or ordinary shares in excess of 125 percent of the average of the annual distributions on ADSs or
ordinary shares received by you during the preceding three years or your holding period, whichever is shorter, would be subject to
taxation in the manner just described for gains.
In addition, if YPF were to be treated as a PFIC in a taxable year in which it pays dividends or the prior taxable year, the 15%
dividend rate discussed above with respect to dividends paid to certain non-corporate holders would not apply.
Information reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial
intermediaries generally are subject to information reporting and may be subject to backup withholding unless (i) you are an exempt
recipient or (ii) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not
subject to backup withholding.
The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax
liability and may entitle you to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Available Information
YPF is subject to the information requirements of the U.S. Securities Exchange Act (the “Exchange Act”), except that as a
foreign issuer, YPF is not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act. In accordance with
these statutory requirements, YPF files or furnishes reports and other information with the SEC. Reports and other information filed or
furnished by YPF with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street,
N. E., Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Section of the SEC at
100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference
Section by calling the SEC at +1-800-732-0330. The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports and information statements and other information regarding us. Such reports and other information may also be
inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005, on which YPF’s American
Depositary Shares are listed.
128
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk
The following quantitative and qualitative information is provided about financial instruments to which we are a party as of
December 31, 2009, and from which we may incur future gains or losses from changes in market, interest rates, foreign exchange rates
or commodity prices. We do not enter into derivative or other financial instruments for trading purposes.
This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary
materially as a result of a number of factors including those set forth in “Item 3. Key Information—Risk Factors.”
Foreign currency exposure
We generally follow a policy of not hedging our debt obligations in U.S. dollars due to the fact that, in 1991, the Argentine
government instituted a set of economic reforms known as the “Convertibility Plan,” the centerpiece of which was a fixed one-to-one
rate of exchange between the Argentine peso and the U.S. dollar. Although in view of the Argentine economic crisis the Argentine
authorities implemented a number of monetary and exchange control measures, including the abolishment of the Convertibility Law,
we have still not hedged our U.S. dollar debt obligations to date. In addition, our costs and receipts denominated in currencies other
than the Argentine peso, including the U.S. dollar, often do not match. As a result, we are currently exposed to risks associated with
changes in foreign currency exchange rates. See “Item 3. Key Information—Risk Factors—Risks Relating to Argentina—We may be
exposed to fluctuations in foreign exchange rates.”
The table below provides information about our assets and liabilities denominated in currencies other than pesos (principally
U.S. dollars) that may be sensitive to changes in foreign exchange rates, as of December 31, 2009.
Assets .......................................................................................
Accounts payable .....................................................................
Debt ..........................................................................................
Other Liabilities........................................................................
1,267
805
910
69
Less than 1 year
1-3 years
3-5 years
(in millions of U.S. dollars)
28
83
420
5
—
89
—
5
More than 5
years and
undetermined
Total
35
391
90
358(1)
1,329
1,369
1,420
437
Expected Maturity Date
(1)
Includes U.S.$342 million corresponding to reserves with undetermined maturity.
129
Interest rate exposure
The objective of our financing strategy is to satisfy capital requirements while minimizing our exposure to interest rate
fluctuations. To realize such objective, we have borrowed under fixed rate debt instruments, based on the availability of capital and
prevailing market conditions. We generally follow a policy of not hedging our interest rate exposure.
The table below provides information about our assets and liabilities as of December 31, 2009 that may be sensitive to changes
in interest rates.
Expected Maturity Date
Assets
Fixed rate
Other Receivables ........................................
Interest rate ..................................................
Liabilities
Less than
1 year
1 – 2
years
2 – 3
years
3 – 4
years
(in millions of pesos)
4 – 5
years
More
than 5
years
Total
Fair
Value
123
6.0%
193
6.0%
—
—
—
—
316
315
Fixed rate
YPF’s Negotiable Obligations .....................
Interest rate ..................................................
Related Parties .............................................
Interest rate ..................................................
Other debt ....................................................
Interest rate .................................................. 2.2-17.05% 3.38-17.05%
146
4.25-14%
3,789
—
1,086
—
—
—
—
—
—
—
—
342
10%
—
342
146
366
146
67
18
18
87
5,065
5,065
Variable rate
YPF’s Negotiable Obligations .....................
Interest rate ..................................................
Related parties..............................................
Interest rate ..................................................
Other debt ....................................................
Interest rate ..................................................
760
Libor+2%
27
—
205
—
—
—
—
205
205
BADLAR (1) +
1.75%
380
Libor+2%
97
Libor+
5.25%
—
—
—
—
1,140
1,140
—
—
—
—
124
124
(1) Refers to the average interest rate that banks pay for deposits of more than Ps.1 million.
Crude oil and other hydrocarbon product price exposure
Our results of operations are also exposed to volatility mainly in the prices of crude oil and oil products, especially in the export
market. Although we have occasionally contracted financial derivatives in the past with the aim of decreasing exposure to these
commodities price risks, as of the date of this annual report YPF was not a party to any commodity hedging intruments. For
information on our hydrocarbons delivery commitments as of December 31, 2009, see “Item 4. Information on the Company—
Exploration and Production—Delivery commitments” and Note 10 to the Audited Consolidated Financial Statements.
ITEM 12. Description of Securities Other than Equity Securities
12.1 American Depositary Shares
Our ADSs are listed on the NYSE under the symbol “YPF”. The Bank of New York Mellon is the depositary issuing ADSs
pursuant to our deposit agreement (the “Depositary”). Each ADS represents the right to receive one share.
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering
ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to
investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The
Depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or
by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-
attracting services until its fees for those services are paid.
130
The table below sets forth the fees payable, either directly or indirectly, by a holder of ADSs as of the date of this annual report.
Persons depositing or withdrawing shares must pay:
U.S.$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
A fee equivalent to the fee that would be payable if securities
distributed to a holder had been shares and the shares had been
deposited for issuance of ADSs
Transfer fees, as may from time to time be in effect
Expenses of the depositary
For:
Issuance of ADRs (including, without limitation, issuance
pursuant to a stock dividend or stock split declared by Repsol
YPF, an exchange of stock or a distribution of rights) and
surrender of ADRs
Cancellation of ADSs for the purpose of withdrawal
Sale, on behalf of the holder, of rights to subscribe for additional
shares or any right of any nature distributed by Repsol YPF
Transfer and registration of shares on Repsol YPF share register
to or from the name of the depositary or its agent when a holder
deposits or withdraws shares
Cable, telex and facsimile transmission expenses, as provided in
the deposit agreement
Expenses incurred by the depositary in the conversion of foreign
currency(1)
Taxes and other governmental charges the depositary or the
custodian have to pay on any ADS or share underlying an ADS,
for example, stock transfer taxes, stamp duty or withholding taxes
As necessary
(1) Pursuant to our deposit agreement, whenever the depositary shall receive foreign currency, as a cash dividend or other
distribution which, in the judgment of the depositary, can be converted on a reasonable basis into U.S. dollars and transferred to
the United States, it will convert such foreign currency into U.S. dollars and transfer the resulting U.S. dollars (after deduction
of its customary charges and expenses in effecting such conversion) to the United States.
In 2009, the Depositary made no direct or indirect payments to YPF.
131
ITEM 13.
Defaults, Dividend Arrearages and Delinquencies
None.
PART II
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
ITEM 15.
Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of December 31, 2009, YPF, under the supervision and with the participation of YPF’s management, including our Chief
Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(f) under the Exchange Act). There are, as described below, inherent
limitations to the effectiveness of any control system, including disclosure controls and procedures. Accordingly, even effective
disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives.
Based on such evaluation, YPF’s Chief Executive Officer and Chief Financial Officer concluded that YPF’s disclosure controls
and procedures were effective at the reasonable assurance level in ensuring that information relating to YPF, required to be disclosed
in reports it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management of YPF is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act). YPF’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles in Argentina including the reconciliation to U.S. GAAP and includes those
policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of YPF;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of YPF’s management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
•
•
Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may
not prevent or detect misstatements, due to the possibility that a control can be circumvented or overridden or that misstatements due
to error or fraud may occur that are not detected. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Under the supervision and with the participation of YPF’s management, including the Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). Based on this assessment, our management concluded that, as of December 31, 2009, our internal control
over financial reporting was effective based on those criteria.
Our internal control over financial reporting as of December 31, 2009 has been audited by Deloitte & Co. S.R.L., an
independent registered public accounting firm, as stated in their report included in the F-pages.
Changes in Internal Control Over Financial Reporting
There has been no change in YPF’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act) that occurred during the period covered by this annual report on Form 20-F that has materially affected, or is reasonably likely to
materially affect, internal control over financial reporting.
132
ITEM 16.
ITEM 16A. Audit Committee Financial Expert
The Board of Directors has designated Mario Vázquez as YPF’s Audit Committee Financial Expert at the meeting held on
April 28, 2009.
YPF believes that Mr. Vázquez, a member of YPF’s Audit Committee, possesses the attributes of an Audit Committee Financial
Expert set forth in the instructions to Item 16A of Form 20-F. Mr. Vázquez is an independent director.
ITEM 16B. Code of Ethics
YPF has adopted a Code of Ethics applicable to all employees of YPF and the Board of Directors. Since its effective date on
August 15, 2003, we have not waived compliance with, nor made any amendment to, the Code of Ethics. A copy of our Code of
Ethics is filed as an Exhibit to this annual report. YPF undertakes to provide to any person without charge, upon request, a copy of
such Code of Ethics. A copy of the Code of Ethics can be requested in writing by telephone or facsimile from us at the following
address:
YPF S.A.
Office of Shareholders Relations
Macacha Güemes 515
C1106BKK Buenos Aires, Argentina
Tel. (011-54-11) 5441-5531
Fax (011-54-11) 5441-2113
ITEM 16C. Principal Accountant Fees and Services
The following table provides information on the aggregate fees billed by our principal accountants, Deloitte & Co. S.R.L. and
affiliates by type of service rendered for the periods indicated.
Services Rendered
Audit Fees .................................................................................................
Audit-Related Fees(1) ...............................................................................
Tax Fees ....................................................................................................
All Other Fees ...........................................................................................
Fees
8,022
617
—
—
8,639
2009
Expenses
Fees
(in thousands of pesos)
2008
Expenses
72
—
—
—
72
7,663
2,537
—
—
10,200
85
—
—
—
85
(1)
Includes the fees for the issuance of agreed upon procedures reports, review of public offering related documents and fees
related to employee benefit plan audits.
The annual shareholders’ meeting of YPF appoints the external auditor of YPF, along with the Audit Committee’s non-binding
opinion, which is submitted for consideration to the annual shareholders’ meeting.
The Audit and Control Committee of Repsol YPF has a pre-approval policy regarding the contracting of Repsol YPF’s external
auditor, or any affiliate of the external auditor, for professional services. The professional services covered by such policy include
audit and non-audit services provided to Repsol YPF or any of its subsidiaries reflected in agreements dated on or after May 6, 2003.
The pre-approval policy is as follows:
1. The Audit and Control Committee must pre-approve all audit and non-audit services to be provided to Repsol YPF or any of
its subsidiaries by the external auditor (or any of its affiliates) of Repsol YPF.
2. The Chairman of the Audit and Control Committee has been delegated the authority to approve the hiring of Repsol YPF’s
external auditor (or any of its affiliates) without first obtaining the approval of the Audit and Control Committee for any of the
services which require pre-approval as described in (1) above.
Services approved by the Chairman of the Audit and Control Committee as set forth above must be ratified at the next plenary
meeting of the Audit and Control Committee.
All of the services described in the table above were approved by the Audit and Control Committee.
133
ITEM 16D. Exemptions from the Listing Standards for Audit Committees
None.
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In 2009, neither YPF nor any of its affiliates purchased any of YPF’s equity securities.
ITEM 16F. Change in Registrant’s Certifying Accountant
During the years ended December 31, 2008 and 2009 and through the date of this annual report, the principal independent
accountant engaged to audit our financial statements, Deloitte & Co S.R.L., has not resigned, indicated that it has declined to stand for
re-election after the completion of its current audit or been dismissed.
ITEM 16G. Corporate Governance
See “Item 6. Directors, Senior Management and Employees—Compliance with NYSE Listing Standards on Corporate
Governance”.
134
PART III
ITEM 17.
Financial Statements
The registrant has responded to Item 18 in lieu of responding to this Item.
ITEM 18.
Financial Statements
The following financial statements are filed as part of this annual report:
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Income of YPF S.A. for the Years Ended December 31, 2009, 2008 and 2007
Consolidated Balance Sheets of YPF S.A. as of December 31, 2009, 2008 and 2007
Consolidated Statements of Cash Flows of YPF S.A. for the Years Ended December 31, 2009, 2008 and 2007
Consolidated Statements of Change in Shareholders’ equity of YPF S.A. for the Years Ended December 31, 2009, 2008 and
2007
Notes to the Audited Consolidated Financial Statements of YPF S.A. for the Years Ended December 31, 2009, 2008 and 2007
F-2
F-4
F-5
F-6
F-7
F-9
ITEM 19.
Exhibits
1.1 By-laws (Estatutos) of YPF S.A. as amended (Spanish Version)
1.2 By-laws (Estatutos) of YPF S.A. as amended (English Version)
11.1 Code of Ethics*
12.1 Section 302 Certification by the Chief Executive Officer
12.2 Section 302 Certification by the Chief Financial Officer and the Director of Administration and Tax
13.1 Section 906 Certification
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Independent Registered Public Accounting Firm
23.3 Consent of Gaffney, Cline & Associates Inc.
99.1 Reserves Audit Report of Gaffney, Cline & Associates Inc.
*
Incorporated by reference to YPF’s 2004 Annual Report on Form 20-F filed on June 30, 2005.
135
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
SIGNATURES
YPF SOCIEDAD ANÓNIMA
/s/ Guillermo Reda
By:
Name: Guillermo Reda
Title: Chief Financial Officer
YPF SOCIEDAD ANÓNIMA
/s/ Ángel Ramos Sánchez
By:
Name: Ángel Ramos Sánchez
Title: Director of Administration and Tax
Dated: June 29, 2010
136
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
INDEX
Reports of independent registered public accounting firm ...........................................................................................................
Consolidated statements of income for the years ended December 31, 2009, 2008 and 2007.......................................................
Consolidated balance sheets as of December 31, 2009, 2008 and 2007 ........................................................................................
Consolidated statements of cash flows for the years ended December 31, 2009, 2008 and 2007 .................................................
Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2009, 2008 and 2007 ................
Notes to consolidated financial statements for the years ended December 31, 2009, 2008 and 2007 ...........................................
Page
F-2
F-4
F-5
F-6
F-7
F-9
Supplemental information on oil and gas producing activities (unaudited)...................................................................................
F-52
F - 1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of YPF SOCIEDAD ANONIMA:
We have audited the accompanying consolidated balance sheets of YPF SOCIEDAD ANONIMA (an Argentine Corporation) and its
controlled and jointly controlled companies (the “Company”) as of December 31, 2009, 2008 and 2007, and the related consolidated
statements of income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31,
2009. These consolidated financial statements are the responsibility of the Company’s Management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of
America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
YPF SOCIEDAD ANONIMA and its controlled and jointly controlled companies as of December 31, 2009, 2008 and 2007, and the
results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with
generally accepted accounting principles applicable to consolidated financial statements in Argentina.
Accounting principles generally accepted in Argentina vary in certain significant respects from accounting principles generally
accepted in the United States of America (“U.S. GAAP”). Information relating to the nature and effect of such differences is presented
in Notes 13, 14 and 15 to the consolidated financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of
America), the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated June 28, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.
Buenos Aires City, Argentina
June 28, 2010
Deloitte & Co. S.R.L.
Diego O. De Vivo
Partner
F - 2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of YPF SOCIEDAD ANONIMA:
We have audited the internal control over financial reporting of YPF SOCIEDAD ANONIMA (an Argentine Corporation) and its
controlled and jointly controlled companies (the “Company”) as of December 31, 2009, based on the criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over
Financial Reporting (Item 15). Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of
America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal
executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely
basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are
subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2009, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of
America), the consolidated financial statements of YPF SOCIEDAD ANONIMA and its controlled and jointly controlled companies
as of and for the year ended December 31, 2009 and our report dated June 28, 2010 expressed an unqualified opinion on those
consolidated financial statements and included an explanatory paragraph stating that the accounting principles generally accepted in
Argentina vary in certain significant respects from accounting principles generally accepted in the United States of America (“U.S.
GAAP”) and that the information related to the nature and effect of such differences is presented in Notes 13, 14, and 15 to the
consolidated financial statements of the Company.
Buenos Aires City, Argentina
June 28, 2010
Deloitte & Co. S.R.L.
Diego O. De Vivo
Partner
F - 3
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2009, 200 8 AND 200 7
(Amounts expressed in million of Argentine pesos, except for per share amounts in Argentine pesos – Note 1)
Net sales (Note 3.k)...........................................................................................................................
Cost of sales (Note 16.d)...................................................................................................................
Gross profit .........................................................................................................
Selling expenses (Note 16.f) .............................................................................................................
Administrative expenses (Note 16.f) ................................................................................................
Exploration expenses (Note 16.f)......................................................................................................
Operating income ...............................................................................................
(Loss) income on long-term investments..........................................................................................
Other income (expense), net (Note 3.i).............................................................................................
Financial income (expense), net and holding (losses) gains:
Gains (losses) on assets ...........................................................................................................
Interests..........................................................................................................................
Exchange differences.....................................................................................................
Holding (losses) gains on inventories ............................................................................
Losses on liabilities .................................................................................................................
Interests..........................................................................................................................
Exchange differences.....................................................................................................
Income from sale of long-term investments......................................................................................
Reversal of impairment of other current assets (Note 2.j) ................................................................
Net income before income tax ...........................................................................
Income tax (Note 3.j) ........................................................................................................................
Net income...........................................................................................................
Earnings per share (Note 1) ...............................................................................
2009
34,320
(23,177)
11,143
2008
34,875
(24,013)
10,862
(2,490)
(1,102)
(552)
6,999
(22)
159
109
182
(11)
(958)
(564)
—
—
5,894
(2,408)
3,486
8.86
(2,460)
(1,053)
(684)
6,665
83
(376)
134
416
476
(492)
(708)
—
—
6,198
(2,558)
3,640
9.25
2007
29,104
(19,000)
10,104
(2,120)
(805)
(522)
6,657
34
(439)
278
142
451
(292)
(61)
5
69
6,844
(2,758)
4,086
10.39
The accompanying notes are an integral part of these statements.
F - 4
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2009, 2008 AND 2007
(Amounts expressed in million of Argentine pesos – Note 1)
2009
2008
2007
Current Assets
Cash...............................................................................................................
Investments (Note 3.a) ..................................................................................
Trade receivables (Note 3.b) .........................................................................
Other receivables (Note 3.c)..........................................................................
Inventories (Note 3.d) ...................................................................................
Total current assets ..............................................................................
Noncurrent Assets
Trade receivables (Note 3.b) .........................................................................
Other receivables (Note 3.c)..........................................................................
Investments (Note 3.a) ..................................................................................
Fixed assets (Note 3.e) ..................................................................................
Intangible assets ............................................................................................
Total noncurrent assets ........................................................................
Total assets ..........................................................................................
Current Liabilities
Accounts payable (Note 3.f)..........................................................................
Loans (Note 3.g)............................................................................................
Salaries and social security ...........................................................................
Taxes payable................................................................................................
Net advances from crude oil purchasers........................................................
Reserves (Notes 10 and 16.c) ........................................................................
Total current liabilities.........................................................................
Noncurrent Liabilities
Accounts payable (Note 3.f)..........................................................................
Loans (Note 3.g)............................................................................................
Salaries and social security ...........................................................................
Taxes payable................................................................................................
Reserves (Notes 10 and 16.c) ........................................................................
Total noncurrent liabilities...................................................................
Total liabilities .....................................................................................
Shareholders’ Equity (per corresponding statements)
Total liabilities and shareholders’ equity.............................................
669
1,476
2,831
2,490
3,066
10,532
22
975
749
27,993
12
29,751
40,283
5,857
4,679
298
1,437
—
341
12,612
4,391
2,140
110
190
1,959
8,790
21,402
18,881
40,283
391
825
2,702
1,861
3,449
9,228
24
945
848
28,028
6
29,851
39,079
6,763
3,219
284
1,132
—
588
11,986
3,473
1,260
116
31
1,857
6,737
18,723
20,356
39,079
196
655
3,235
4,361
2,573
11,020
32
809
799
25,434
8
27,082
38,102
4,339
471
213
1,441
9
466
6,939
2,542
523
164
21
1,853
5,103
12,042
26,060
38,102
The accompanying notes are an integral part of these statements.
F - 5
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009, 200 8 AND 200 7
(Amounts expressed in million of Argentine pesos – Note 1)
Cash Flows from Operating Activities
Net income ...............................................................................................................................
Adjustments to reconcile net income to net cash flows provided by operating activities:
Loss (income) on long-term investments........................................................................
Income from sale of long-term investments ...................................................................
Reversal of impairment of other current assets...............................................................
Depreciation of fixed assets............................................................................................
Consumption of materials and fixed assets retired, net of allowances............................
Increase in allowances for fixed assets ...........................................................................
Income tax ......................................................................................................................
Increase in reserves.........................................................................................................
Changes in assets and liabilities: ..............................................................................................
Trade receivables ............................................................................................................
Other receivables ............................................................................................................
Inventories ......................................................................................................................
Accounts payable............................................................................................................
Salaries and social security .............................................................................................
Taxes payable .................................................................................................................
Net advances from crude oil purchasers .........................................................................
Decrease in reserves .......................................................................................................
Interests, exchange differences and others......................................................................
Dividends from long-term investments ....................................................................................
Income tax payments................................................................................................................
Net cash flows provided by operating activities....................................................
Cash Flows from Investing Activities
Acquisitions of fixed assets......................................................................................................
Stock redemption (capital contributions) in long-term investments.........................................
Proceeds from sale of long-term investments...........................................................................
Investments (non cash and equivalents) ...................................................................................
Net cash flows used in investing activities............................................................
Cash Flows from Financing Activities
Payment of loans ......................................................................................................................
Proceeds from loans .................................................................................................................
Dividends paid .........................................................................................................................
Net cash flows used in financing activities ...........................................................
Increase (decrease) in Cash and Equivalents.......................................................................
Cash and equivalents at the beginning of year .........................................................................
Cash and equivalents at the end of year ...................................................................................
Increase (decrease) in Cash and Equivalents.......................................................................
For supplemental information on cash and equivalents, see Note 3.a.
2009
3,486
22
—
—
4,832
645
1
2,408
1,062
(21)
(725)
383
(461)
43
(762)
—
(1,207)
746
38
(1,076)
9,414 (1)
2008
2007
3,640
4,086
(83)
—
—
4,775
647
2
2,558
862
704
2,401
(876)
1,486
(21)
(507)
(10)
(736)
1,052
51
(2,387)
13,558 (1)
(34)
(5)
(69)
4,139
247
116
2,758
1,005
(981)
849
(876)
670
(25)
(340)
(93)
(537)
73
54
(2,281)
8,756 (1)
(5,636) (2)
3
—
30
(5,603)
(7,035) (2)
—
—
(8)
(7,043)
(6,163)
(16)
6
(14)
(6,187)
(13,870)
15,886
(4,897)
(2,881)
930
1,215
2,145
930
(5,400)
8,540
(9,287)
(6,147)
368
847
1,215
368
(1,860)
1,411
(2,360)
(2,809)
(240)
1,087
847
(240)
(1)
(2)
Includes (372), (155) and (114) corresponding to interest cash payments for the years ended December 31, 2009, 2008 and
2007, respectively.
Includes 529 and 111 corresponding to payments related with the extension of certain exploitation concessions in the Province
of Neuquén (Note 10.c.ii and iii), for the years ended December 31, 2009 and 2008, respectively.
The accompanying notes are an integral part of these statements.
F - 6
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
(Amounts expressed in million of Argentine pesos – Note 1, except for per share amount in pesos)
Shareholders’ Contributions
Subscribed
capital
Adjustment to
contributions
Issuance
premiums
Total
Legal reserve
Deferred
earnings
Reserve for
future
dividends
Unappropriated
retained
earnings
Total
shareholders’
equity
3,933
7,281
640
11,854
1,797
(124)
2,710
8,108
24,345
—
—
—
—
—
—
(2,360)
—
(2,360)
—
—
—
—
—
—
—
223
—
—
(223)
—
—
—
—
—
—
4,234
(4,234)
—
—
—
—
—
—
—
—
—
(11)
—
—
—
—
4,086
(11)
4,086
3,933
7,281
640
11,854
2,020
(135)
4,584
7,737
26,060
—
—
—
—
—
—
(4,232)
—
(4,232)
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,557)
(2,557)
—
—
—
204
—
—
(204)
—
—
—
—
—
—
(352)
352
—
—
—
—
—
—
4,003
(4,003)
—
—
—
—
—
—
(2,498)
—
(2,498)
—
—
—
—
—
—
—
—
(57)
—
—
—
—
3,640
(57)
3,640
3,933
7,281
640
11,854
2,224
(192)
1,505
4,965
20,356
Balance as of December 31,
2006..................................
As decided by the Board of
Directors’ meeting of
March 6, 2007:
- Cash dividends (Ps. 6 per
share)................................
As decided by the Ordinary
Shareholders’ meeting of
April 13, 2007:
- Appropriation to Legal
reserve ..............................
- Appropriation to Reserve
for future dividends ..........
Net decrease in deferred
earnings (Note 2.i)............
Net income............................
Balance as of December 31,
2007..................................
As decided by the Board of
Directors’ meeting of
February 6, 2008:
- Cash dividends
(Ps. 10.76 per share).........
As decided by the Ordinary
and Extraordinary
Shareholders’ meeting of
April 24, 2008:
- Cash dividends (Ps. 6.5 per
share)................................
- Appropriation to Legal
reserve ..............................
- Reversal of Reserve for
future dividends................
- Appropriation to Reserve
for future dividends ..........
As decided by the Board of
Directors’ meeting of
November 6, 2008:
- Cash dividends
(Ps. 6.35 per share)...........
Net decrease in deferred
earnings (Note 2.i)............
Net income............................
Balance as of December 31,
2008..................................
F - 7
As decided by the Ordinary
Shareholders’ meeting of
April 28, 2009:
- Reversal of Reserve for
future dividends................
- Appropriation to Legal
reserve ..............................
- Appropriation to Reserve
for future dividends ..........
As decided by the Board of
Directors’ meeting of
May 5, 2009:
- Cash dividends (Ps. 6.3 per
share)................................
As decided by the Board of
Directors’ meeting of
November 4, 2009:
- Cash dividends
(Ps. 6.15 per share)...........
Net decrease in deferred
earnings (Note 2.i)............
Net income............................
Balance as of December 31,
2009..................................
—
—
—
—
—
—
—
—
(1,505)
1,505
—
—
—
—
19
—
—
(19)
—
—
—
—
—
—
5,901
(5,901)
—
—
—
—
—
—
—
(2,478)
—
(2,478)
—
—
—
—
—
—
—
—
(2,419)
—
(2,419)
—
—
—
—
—
—
—
—
(64)
—
—
—
—
3,486
(64)
3,486
3,933
7,281
640
11,854
2,243
(256)
1,004
4,036
18,881
The accompanying notes are an integral part of these statements.
F - 8
YPF SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009, 2008 AND 2007
(Amounts expressed in millions of Argentine pesos, except where otherwise indicated – Note 1)
1. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of YPF Sociedad Anónima (“YPF”) and its controlled and jointly controlled companies (the “Company”)
have been prepared in accordance with generally accepted accounting principles applicable to consolidated financial statements in
Argentina (“Argentine GAAP”), and taking into consideration the regulations of the National Securities Commission (“CNV”).
In accordance with generally accepted accounting principles and current Argentine legislation, the presentation of individual financial
statements is mandatory. Consolidated financial statements are to be included as supplementary information to the individual financial
statements. For the purpose of this filing, individual financial statements have been omitted since they are not required for the United
States Securities and Exchange Commission (“SEC”) reporting purposes.
Furthermore, certain disclosures related to formal legal requirements for reporting in Argentina have been omitted for purposes of
these consolidated financial statements, since they are not required for SEC reporting purposes.
On March 20, 2009, the Argentine Federation of Professional Councils in Economic Sciences (“FACPCE”) approved the Technical
Resolution No. 26 “Adoption of the International Financial Reporting Standards (“IFRS”) of the International Accounting Standards
Board (“IASB”)”. Such resolution was approved by the CNV through General Resolution No. 562/09 dated December 29, 2009, for
certain publicly-traded entities under Law No. 17,811. The application of such rules will be mandatory for YPF for the fiscal year
beginning on January 1, 2012.
Presentation of financial statements in constant Argentine pesos
The financial statements reflect the effect of changes in the purchasing power of money by the application of the method for
restatement in constant Argentine pesos set forth in Technical Resolution No. 6 of the FACPCE and taking into consideration General
Resolution No. 441 of the CNV, which established the discontinuation of the restatement of financial statements in constant Argentine
pesos as from March 1, 2003.
Basis of consolidation
Following the methodology established by Technical Resolution No. 21 of the FACPCE, YPF has consolidated its balance sheets and
the related statements of income and cash flows as follows:
•
•
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 YPF’s balances after the elimination of intercompany profits, transactions, balances and other consolidation
adjustments and minority interest if applicable.
Investments and income (loss) related to companies in which YPF holds joint control are consolidated line by line on the
basis of YPF’s proportionate share in their assets, liabilities, net revenues, cost and expenses, considering the elimination
of intercompany profits, transactions, balances and other consolidations adjustments. The effect of this proportional
consolidation for the year ended December 31, 2009 and comparative information, is disclosed in Note 13.b.
Foreign subsidiaries are defined as integrated companies when they carry out their operations as an extension of the parent company’s
operations or as non-integrated companies when they collect cash and other monetary items, incur expenses, generate income and are
financed principally through their own resources. Assets and liabilities of non-integrated foreign subsidiaries are translated into
Argentine pesos at the exchange rate prevailing as of the end of each year. Income statements are translated using the relevant
exchange rate at the date of each transaction. Exchange differences arising from the translation process are included as a component of
shareholder’s equity in the account “Deferred Earnings”, which are maintained until the sale or complete or partial reimbursement of
capital of the related investment occurs. Assets, liabilities and income statements of integrated foreign subsidiaries are translated at the
relevant exchange rate at the date of each transaction. Exchange differences arising from the translation process are credited (charged)
to the income statement in the account “Gains (losses) on assets—Exchange differences”.
The consolidated financial statements are based upon the latest available financial statements of those companies in which YPF holds
control or joint control, taking into consideration, if applicable, significant subsequent events and transactions, available management
information and transactions between YPF and the related company, which could have produced changes on the latter’s shareholders’
equity.
F - 9
The valuation methods employed by the controlled and jointly controlled companies are consistent with those followed by YPF. If
necessary, adjustments to the accounting information have been made to conform the accounting principles used by these companies
to those of YPF. Main adjustments are related to the application of the general accepted accounting principles in Argentina to foreign
subsidiaries’ financial statements.
Cash and equivalents
In the statements of cash flows, the Company considers cash and all highly liquid investments with an original maturity of less than
three months to be cash and equivalents.
Revenue recognition criteria
Revenue is recognized on sales of crude oil, refined products and natural gas, in each case, when title and risks are transferred to the
customer.
Subsidies and incentives are recognized as sales in the income statement in the year in which the conditions for obtaining them are
accomplished.
Revenues and costs related to construction activities, performed by a domestic subsidiary of YPF, are accounted by the percentage of
completion method. When adjustments in contract values or estimated costs are determined, any change from prior estimates is
reflected in earnings in the current year. Anticipated losses on contracts in progress are expensed as soon as they become evident.
Joint ventures and other agreements
The Company’s interests in oil and gas related joint ventures and other agreements involved in oil and gas exploration and production,
have been consolidated line by line on the basis of the Company’s proportional share in their assets, liabilities, revenues, costs and
expenses (Note 6).
Production concession and exploration permits
According to Argentine Law No. 24,145 issued in November 1992, YPF’s areas were converted into production concession and
exploration permits under Law No. 17,319, which has been amended by Law No. 26,197. Pursuant to these laws, the hydrocarbon
reservoirs located in Argentine onshore territories and offshore continental shelf, belong to the Provinces or the Nation, depending on
the location. Exploration permits may have a term of up to 17 years and production concessions have a term of 25 years, which may
be extended for an additional ten–year term (Note 10.c).
Fair value of financial instruments and concentration of credit risk
The carrying value of cash, current investments, trade receivables and current liabilities approximates its fair value due to the short
maturity of these instruments. Furthermore, the fair value of loans receivable, which has been estimated based on current interest rates
offered to the Company at the end of each year, for investments with the same remaining maturity, approximates its carrying value. As
of December 31, 2009, 2008 and 2007 the fair value of loans payable estimated based on market prices or current interest rates at the
end of each year amounted to 6,827, 4,399 and 1,049, respectively.
Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash, current
investments, trade receivables and other receivables. The Company invests cash excess primarily in high liquid investments in
financial institutions both in Argentina and abroad with strong credit rating. In the normal course of business, the Company provides
credit based on ongoing credit evaluations to its customers and certain related parties. Additionally, the Company accounts for credit
losses based on specific information of its clients. Credit risk on trade receivables is not significant, as a result of the Company’s large
customer base.
As of December 31, 2009, YPF does not hold derivative financial instruments.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make
estimates and assumptions that affect reported assets, liabilities, revenues and expenses and disclosure of contingencies. Future results
could differ from the estimates made by Management.
Earnings per share
Earnings per share have been calculated based on the 393,312,793 shares outstanding during the years ended as of December 31,
2009, 2008 and 2007.
F - 10
2. VALUATION CRITERIA
The principal valuation criteria used in the preparation of the financial statements are as follows:
a) Cash, current investments, trade and other receivables and payables:
•
•
Amounts in Argentine pesos have been stated at face value, which includes accrued interest through the end of each year,
if applicable. Investments with price quotation have been valued at fair value as of the end of each year.
Amounts in foreign currencies have been valued at the relevant exchange rates as of the end of each year, including
accrued interest, if applicable. Investments with price quotation have been valued at fair value at the relevant exchange
rate in effect as of the end of each year. Exchange differences have been credited (charged) to current income. Additional
information on assets and liabilities denominated in foreign currency is disclosed in Note 16.e.
When generally accepted accounting principles require the valuation of receivables or payables at their discounted value, that
value does not differ significantly from their face value.
If applicable, allowances have been made to reduce receivables to their estimated realizable value.
b)
Inventories:
•
Refined products, products in process, crude oil and natural gas have been valued at current production cost or
replacement cost, as applicable, as of the end of each 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 year.
•
Valuation of inventories does not exceed their estimated realizable value.
c) Noncurrent investments:
These include the Company’s investments in companies under significant influence and holdings in other companies. These
investments are detailed in Note 16.b and have been valued using the equity method, except for holdings in other companies,
which have been valued at cost remeasured as detailed in Note 1.
Investments in Gasoducto del Pacífico (Argentina) S.A., Gasoducto del Pacífico (Cayman) Ltd. and Oleoducto Trasandino
(Chile) S.A., where less than 20% direct or indirect interest is held, are accounted by the equity method since the Company
exercises significant influence over these companies in making operation and financial decisions based on its representation on
the Boards of Directors and/or the significant transactions between YPF and such companies.
If applicable, allowances have been made to reduce investments to their estimated recoverable value. The main factors for the
recognized impairment were the devaluation of the Argentine peso, lower activity expectations, events of default on certain
debts and the de-dollarization and freezing of certain utility rates.
Holdings in preferred shares have been valued at equity method considering the provisions defined in the respective bylaws.
If necessary, adjustments have been made to the accounting information to conform the accounting principles used by
companies under significant influence to those of the Company.
The investments in companies under significant influence, have been valued based upon the latest available financial statements
of these companies as of the end of each year, taking into consideration, if applicable, significant subsequent events and
transactions, available management information and transactions between the Company and the related companies which have
produced changes on the latter shareholders’ equity.
As from the effective date of Law No. 25,063, dividends, either in cash or in kind, that the Company receives from investments
in other companies and which are in excess of the accumulated taxable income that these companies carry upon distribution
shall be subject to a 35% income tax withholding as a sole and final payment. The Company has not recorded any charge for
this tax since it has estimated that dividends from earnings recorded by the equity method will not be subject to such tax.
d)
Fixed assets:
Fixed assets have been valued at acquisition cost remeasured as detailed in Note 1, less related accumulated depreciation.
Depreciation rates, representative of the useful life assigned, applicable to each class of asset, are disclosed in Note 16.a. For
those assets whose construction requires an extended period of time, financial costs corresponding to third parties’ financing
have been capitalized during the assets’ construction period.
F - 11
Oil and gas producing activities
The Company follows the “successful effort” method of accounting for its oil and gas exploration and production operations.
Accordingly, exploratory costs, excluding the costs of exploratory wells, have been charged to expense as incurred. Costs of
drilling exploratory wells, including stratigraphic test wells, have been capitalized pending determination as to whether the wells
have found proved reserves that justify commercial development. If such reserves were not found, the mentioned costs are
charged to expense. Occasionally, an exploratory well may be determined to have found oil and gas reserves, but classification
of those reserves as proved cannot be made when drilling is completed. In those cases, the cost of drilling the exploratory well
shall continue to be capitalized if the well has found a sufficient quantity of reserves to justify its completion as a producing well
and the enterprise is making sufficient progress assessing the reserves and the economic and operating viability of the project. If
any of the mentioned conditions are not met, cost of drilling exploratory wells is charged to expense. As of the issuance date of
these financial statements, there are no exploratory wells for more than one year after the completion of the drilling.
•
Intangible drilling costs applicable to productive wells and to developmental dry holes, as well as tangible equipment
costs related to the development of oil and gas reserves, have been capitalized.
The capitalized costs related to producing activities have been depreciated by field on the unit-of-production basis by
applying the ratio of produced oil and gas to estimate recoverable proved and developed oil and gas reserves.
The capitalized costs related to acquisitions of properties and extension of concessions with proved reserves have been
depreciated by field on the unit-of-production basis by applying the ratio of produced oil and gas to proved oil and gas
reserves.
The capitalized costs related to areas with unproved reserves are periodically reviewed by Management to ensure that the
carrying value does not exceed their estimated recoverable value.
Revisions of crude oil and natural gas proved reserves are considered prospectively in the calculation of depreciation.
Revisions in estimates of reserves are performed at least once a year. Additionally, estimates of reserves are audited by
independent petroleum engineers on a three-year rotation plan.
Costs related to hydrocarbon wells abandonment obligations are capitalized at their discounted value along with the
related assets, and are depreciated using the unit-of-production method. As compensation, a liability is recognized for this
concept at the estimated value of the discounted payable amounts. Revisions of the payable amounts are performed upon
consideration of the current costs incurred in abandonment obligations on a field-by-field basis or other external available
information if abandonment obligations were not performed. Due to the number of wells in operation and/or not
abandoned and likewise the complexity with respect to different geographic areas where the wells are located, the current
costs incurred in plugging are used for estimating the plugging costs of the wells pending abandonment. Current costs
incurred are the best source of information in order to make the best estimate of asset retirement obligations.
•
•
•
•
•
Other fixed assets
•
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.
Fixed assets’ maintenance and repairs have been charged to expense as incurred.
Major inspections, necessary to continue to operate the related assets, are capitalized and depreciated using the straight-line
method over the period of operation to the next major inspection.
Renewals and betterments that extend the useful life and/or increase the productive capacity of properties are capitalized. As
fixed assets are retired, the related cost and accumulated depreciation are eliminated from the balance sheet.
The Company capitalizes the costs incurred in limiting, neutralizing or preventing environmental pollution only in those cases in
which at least one of the following conditions is met: (a) the expenditure improves the safety or efficiency of an operating plant
(or other productive asset); (b) the expenditure prevents or limits environmental pollution at operating facilities; or (c) the
expenditures are incurred to prepare assets for sale and do not raise the assets’ carrying value above their estimated recoverable
value.
The carrying value of the fixed asset of each business segment, as defined in Note 8, does not exceed their estimated recoverable
value.
e)
Salaries and Social Security – Pension Plans and other Postretirement and Postemployment benefits:
As of December 31, 2007, YPF Holdings Inc., which has operations in the United States of America, had three trustee defined-
benefit pension plans and other postretirement and postemployment benefits.
In March 2008, YPF Holdings Inc. acquired certain contracts from Prudential Insurance Company (“Prudential”) to settle the
liability associated with two of those defined-benefit pension plans, paying a premium amount of US$ 115 million. Prudential
assumed the liabilities under these pension plans as of March 20, 2008.
F - 12
f)
The funding policy related to the outstanding pension plan as of December 31, 2009, is to contribute amounts to the plan
sufficient to meet the minimum funding requirements under governmental regulations, plus such additional amounts as
Management may determine to be appropriate.
In addition, YPF Holdings Inc. provides certain health care and life insurance benefits for eligible retired employees, and also
certain insurance, and other postemployment benefits for eligible individuals in case employment is terminated by YPF
Holdings Inc. before their normal retirement. YPF Holdings Inc. accrues the estimated cost of retiree benefit payments during
employees’ active service periods. Employees become eligible for these benefits if they meet minimum age and years of service
requirements. YPF Holdings Inc. accounts for benefits provided when the minimum service period is met, payment of the
benefit is probable and the amount of the benefit can be reasonably estimated.
During the year 2008, YPF Holdings Inc. curtailed the postretirement health care benefits to certain retirees. The effect of the
curtailment on net income has not been material (Note 3.h).
The defined benefits and postretirement pension plans mentioned above are valued at net present value, are accrued on the years
of active service of employees and are disclosed as non-current liabilities in the “Salaries and social security” account. As of
December 31, 2009, the actuarial losses and gains were charged to the “Other income (expense), net” account of the statement
of income. As of December 31, 2008 and 2007, the unrecognized actuarial losses and gains generated since December 31, 2003
were disclosed net of the present value of the obligation and were recognized in the statement of income during the expected
average remaining service period of the employees participating in the plans and the life expectancy of the retired employees.
The effect on net income related to the recognition of the change in the accounting criteria for actuarial gains and losses for the
years ended December 31, 2008 and 2007, is not material. YPF Holdings Inc. updates the actuarial assumptions at the end of
each year.
Other postretirement and postemployment benefits are funded as claims are incurred.
The additional disclosures related to the pension plans and other postretirement and postemployment benefits, are included in
Note 3.h.
Taxes, withholdings and royalties:
Income tax and tax on minimum presumed income
The Company recognizes the income tax applying the liability method, which considers the effect of the temporary differences
between the financial and tax basis of assets and liabilities and the tax loss carryforwards and other tax credits, which may be
used to offset future taxable income, at the current statutory rate of 35%.
In deferred income tax computations, the difference between the book value of fixed assets remeasured into constant Argentine
pesos and their corresponding historical cost used for tax purposes is a temporary difference to be considered in deferred income
tax computations. However, generally accepted accounting principles in Argentina provide the option to disclose the mentioned
effect in a note to the financial statements instead. The Company adopted this latter criterion (Note 3.j).
Additionally, the Company calculates tax on minimum presumed income applying the current 1% tax rate to taxable assets as of
the end of each year. This tax complements income tax. The Company’s tax liability will coincide with the higher between the
determination of tax on minimum presumed income and the Company’s tax liability related to income tax, calculated applying
the current 35% income tax rate to taxable income for the year. However, if the tax on minimum presumed income exceeds
income tax during one tax year, such excess may be computed as prepayment of any income tax excess over the tax on
minimum presumed income that may be generated in the next ten years.
For the years ended December 31, 2009, 2008 and 2007, the amounts determined as current income tax were higher than tax on
minimum presumed income and they were included in the “Income tax” account of the statement of income of each year.
Royalties and withholding systems for hydrocarbon exports
A 12% royalty is payable on the estimated value at the wellhead of crude oil production and the commercialized natural gas
volumes (see additionally Note 10.c). The estimated value is calculated based upon the approximate sale price of the crude oil
and gas produced, less the costs of transportation and storage. To calculate the royalties, the Company has considered price
agreements according to crude oil buying and selling operations obtained in the market for certain qualities of such product, and
has applied these prices, net of the discounts mentioned above, according to regulations of Law No. 17,319 and its amendments.
Royalty expense is accounted for as a production cost.
Law No. 25,561 on Public Emergency and Exchange System Reform, issued in January 2002, established duties for
hydrocarbon exports for a five-year period. In January 2007, Law No. 26,217 extended this export withholding system for an
additional five-year period and also established specifically that this regime is also applicable to exports from “Tierra del
Fuego” province, which were previously exempted. Up to March 2008, Resolution No. 534/2006 of the Ministry of Economy
and Production (“MEP”) was in force, which, as from July 25, 2006, had raised the natural gas withholding rate from 20% to
F - 13
45% and had established the natural gas import price from Bolivia as the basis for its determination. Resolution No. 532/2004
(in force until November, 2007) had settled the withholding rate for crude oil between 25% and 45% in function of the West
Texas Intermediate (“WTI”) price, and between 5% and 25% for other refined products. On November 16, 2007, the MEP
published Resolution No. 394/2007, modifying the withholding regime on exports of crude oil and other refined products. The
new regime provides reference prices and floor prices which in conjunction with the WTI determine the export rate for each
product. For crude oil, when the WTI exceeds the reference price of US$ 60.9 per barrel, the producer is allowed to collect a
floor price of US$ 42 per barrel, depending on the quality of the crude oil sold, with the remainder being withheld by the
Argentine Government. When the WTI is under the reference price but over US$ 45 per barrel, a 45% withholding rate should
be applied. If such price is under US$ 45 per barrel, the Government will have to determine the export rate within a term of 90
business days. Furthermore, in March 2008, Resolution No. 127/2008 of the MEP increased the natural gas export withholding
rate to 100% of the highest price from any natural gas import contract. This resolution has also established a variable
withholding system applicable to liquefied petroleum gas, similar to the one established by the Resolution No. 394/2007. As of
December 31, 2009, the crude oil withholding rate determined according to Resolutions No. 394/2007 and No. 127/2008 of
MEP, also currently applies to diesel, gasoline products and other refined products. In addition, the procedure above mentioned
also applies to fuel oil, petrochemical gasoline, lubricants and liquefied petroleum gas (including propane, butane and blends)
and other refined products, considering different reference and floor prices disclosed in the mentioned resolutions.
Natural gas export clients are currently absorbing the payment of export duties established by the Resolution No. 127/08. Some
of them have paid reserving their rights to future claims.
Hydrocarbon export withholdings are charged to the “Net sales” account of the statement of income.
g) Allowances and reserves:
•
•
Allowances: amounts have been provided in order to reduce the valuation of trade receivables, other receivables,
noncurrent investments and fixed assets based on the analysis of doubtful accounts and on the estimated recoverable value
of these assets.
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 at the discounted value as of the end of each year, however, as their face value does not differ
significantly from discounted values, they are recorded at face value.
The activity in the allowances and reserves accounts is set forth in Note 16.c.
h) Environmental liabilities:
i)
j)
Environmental liabilities are recorded when environmental assessments and/or remediation are probable and can be reasonably
estimated. Such estimates are based on either detailed feasibility studies of remediation approach and cost for individual sites or
on the Company’s estimate of costs to be incurred based on historical experience and available information based on the stage of
assessment and/or remediation of each site. As additional information becomes available regarding each site or as environmental
standards change, the Company revises its estimate of costs to be incurred in environmental assessment and/or remediation
matters.
Shareholder’s equity accounts:
These accounts have been remeasured in Argentine pesos as detailed in Note 1, except for “Subscribed Capital” account, which
is stated at its historical value. The adjustment required to state this account in constant Argentine pesos is disclosed in the
“Adjustment to Contributions” account.
The account “Deferred Earnings” includes the exchange differences generated by the translation into pesos of the investments in
non-integrated foreign companies.
Statement of income accounts:
The amounts included in the income statement accounts have been recorded by applying the following criteria:
•
Accounts which accumulate monetary transactions at their face value.
Cost of sales has been calculated by computing units sold in each month at the replacement cost of that month.
Depreciation of 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 (losses) gains on
inventories” account.
Income (loss) on long-term investments in which significant influence is held, has been calculated on the basis of the
income (loss) of those companies and was included in the “Income on long-term investments” account.
•
•
•
•
F - 14
•
The “Reversal of impairment of other current assets” account for the year ended December 31, 2007, includes the reversal
of the impairment recorded as a consequence of the decision of the Company to suspend the selling process of certain oil
and gas exploration and production assets on April, 2007. Consequently, the book value of the mentioned assets was
transferred to fixed assets held for use.
3. ANALYSIS OF THE MAIN ACCOUNTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
Details regarding the significant accounts included in the accompanying consolidated financial statements are as follows:
a)
Investments:
Short-term investments
and government
securities......................
Long-term investments
(Note 16.b)...................
Allowance for reduction
in value of holdings in
long-term investments
(Note 16.c)...................
Current
2009
Noncurrent
Current
2008
Noncurrent
Current
2007
Noncurrent
1,476 (1)
—
—
1,476
150 ( 2 )
724
(125)
749
825 (1)
—
—
825
179 (2)
890
(221)
848
655 (1)
—
—
655
168 (2)
837
(206)
799
(1)
Includes 1,476, 824 and 651 as of December 31, 2009, 2008 and 2007, respectively, with an original maturity of less than
three months.
(2) Corresponds to restricted cash as of December 31, 2009, 2008 and 2007, which represents bank deposits used to pay labor
claims and deposits used as guarantees given to government agencies.
2007
Current
Noncurrent
32
—
32
—
32
3,142
533
3,675
(440)
3,235
b) Trade receivables:
Accounts receivable ........................
Related parties (Note 7)...................
Allowance for doubtful trade
receivables (Note 16.c) ...............
Current
2,963
281
3,244
(413)
2,831
2009
Noncurrent
22
—
22
Current
2,813
306
3,119
2008
Noncurrent
24
—
24
—
22
(417)
2,702
—
24
F - 15
c) Other receivables:
Deferred income tax (Note 3.j) .......................
Tax credits, export rebates and production
incentives ...................................................
Trade ...............................................................
Prepaid expenses.............................................
Concessions charges .......................................
Related parties (Note 7) ..................................
Loans to clients ...............................................
Trust contributions – Obra Sur - .....................
Advances to suppliers .....................................
Collateral deposits...........................................
Advances and loans to employees ..................
From joint ventures and other agreements ......
Miscellaneous .................................................
Allowance for other doubtful accounts
(Note 16.c) .................................................
Allowance for valuation of other receivables
to their estimated realizable value (Note
16.c) ...........................................................
d)
Inventories:
Current
—
2009
Noncurrent
448
Current
—
1,403
105
208
17
192
30
—
125
177
42
100
185
2,584
(94)
—
2,490
16
—
82
38
74
69
119
—
4
—
—
142
992
—
(17)
975
749
217
154
17
178
29
—
160
91
69
101
230
1,995
(134)
—
1,861
Refined products ..................................................................................................................
Crude oil and natural gas......................................................................................................
Products in process...............................................................................................................
Raw materials, packaging materials and others....................................................................
e)
Fixed assets:
Net book value of fixed assets (Note 16.a)....................................................................
Allowance for unproductive exploratory drilling (Note 16.c).......................................
Allowance for obsolescence of materials and equipment (Note 16.c)...........................
Current
—
2007
Noncurrent
517
2008
Noncurrent
554
19
—
80
50
109
79
—
—
18
—
—
84
993
—
931
97
111
17
2,681
14
—
132
80
46
62
312
4,483
(122)
15
—
60
79
—
90
—
—
19
—
—
79
859
—
(50)
809
(48)
945
—
4,361
2009
1,715
989
59
303
3,066
2008
1,941
1,110
69
329
3,449
2009
28,033
(3)
(37)
27,993
2008
28,073
(3)
(42)
28,028
2007
1,612
646
46
269
2,573
2007
25,481
(3)
(44)
25,434
f)
Accounts payable:
Trade ...............................................................
Hydrocarbon wells abandonment obligations .
Related parties (Note 7)...................................
Extension of Concessions - Province of
Neuquén (Note 10.c.ii and iii) ....................
From joint ventures and other agreements ......
Environmental liabilities (Note 10.b) ..............
Miscellaneous..................................................
Current
4,841
547
166
483
334
172
220
6,763
2008
Noncurrent
45
3,130
—
—
—
257
41
3,473
Current
3,131
395
140
—
373
137
163
4,339
2007
Noncurrent
21
2,316
—
—
—
166
39
2,542
Current
4,576
238
249
142
358
179
115
5,857
2009
Noncurrent
40
4,016
—
—
—
285
50
4,391
F - 16
g)
Loans:
Negotiable
Interest
rates (1)
Principal
maturity
2009
Noncurrent
Current
2008
Noncurrent
2007
Noncurrent
Current
Current
Obligations......
10.00–13.00 %
2011 - 2028
6
Related parties
(Note 7)...........
2.28–14.00 %
2010 - 2011
912
Other financial
debts................
2.20–17.05 %
2010 - 2012
3,761
4,679
(1) Annual interest rates as of December 31, 2009.
547
380
1,213
2,140
364
94
2,761
3,219
224
14
523
1,036
—
—
—
1,260
457
471
—
523
The maturities of the Company’s noncurrent loans, as of December 31, 2009, are as follows:
Noncurrent loans .................................................................................
1,749
49
Details regarding the Negotiable Obligations of YPF are as follows:
From 1 to 2
years
From 2 to 3
years
Over
5 years
342
Total
2,140
(in million)
M.T.N. Program
Amount
Year
Issuance
Principal
Value
Year
1997 ....... US$
2008 ....... US$
1998 ....... US$
1,000 1998 US$ 100 10.00%
1,000 2009 $
1,000 1999 US$ 225 —
205 13.00% (2)
2028
2011
—
Interest
Rate(1)
Principal
Maturity
2009
Book Value
2008
2007
Current
6
—
—
6
Noncurrent
342
205
—
547
Current
4
—
360
364
Noncurrent
224
—
—
224
Current
Noncurrent
205
—
318
523
4
—
10
14
(1) Annual interest rate as of December 31, 2009.
(2) Accrues interest at a variable interest rate of BADLAR plus 1.75%.
In connection with the issued Negotiable Obligations, YPF has agreed for itself and its controlled companies to certain covenants,
including among others, to pay all liabilities at their maturity and not to create other encumbrances that exceed 15% of total
consolidated assets. If the Company does not comply with any covenant, the trustee or the holders representing a percentage that
varies between 10% and 25% of the total principal amount of the outstanding Negotiable Obligations may declare the principal and
accrued interest immediately due and payable.
Financial debt contains customary covenants for contracts of this nature, including negative pledge, material adverse change and
cross–default clauses. Almost of all YPF’s total outstanding debt is subject to cross–default provisions.
The Shareholders’ meeting held on January 8, 2008, approved a Notes Program for an amount up to US$ 1,000 million. Proceeds from
this offering shall be used exclusively to invest in fixed assets and working capital in Argentina. On September 24, 2009, YPF issued
under the mentioned program the Negotiable Obligations “Class I” at variable interest, with final maturity in 2011, for an amount of
205 million of Argentine pesos. Additionally, on March 4, 2010, the Company issued under the mentioned program the Negotiable
Obligations “Class II” at variable interest, with final maturity in 2011, for an amount of 143 million of Argentine pesos and the
Negotiable Obligations “Class III” at fixed interest, with final maturity in 2013, for an amount of US$ 70 million. All the mentioned
securities are authorized to be traded on the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and the Electronic
Open Market (Mercado Abierto Electrónico) in Argentina.
F - 17
h)
Pension plans and postrerirement benefits:
Defined – benefit obligations
Net present value of obligations .........................................................................................
Fair value of assets .............................................................................................................
Deferred actuarial losses.....................................................................................................
Recognized net liabilities ...................................................................................................
2009
2008
2007
93
—
—
93
117
—
(1)
116
472
(247)
(61)
164
2009
2008
2007
Changes in the fair value of the defined-benefit obligations
Liabilities at the beginning of the year ...............................................................................
Settlement of obligations - Prudential (Note 2.e) ...............................................................
Translation differences .......................................................................................................
Service cost ........................................................................................................................
Interest cost ........................................................................................................................
Actuarial (gains) losses.......................................................................................................
Benefits paid and settlements .............................................................................................
Liabilities at the end of the year .........................................................................................
117
—
14
—
8
(33)
(13)
93
472
(319)
16
1
10
16
(79)
117
480
—
15
1
28
25
(77)
472
Changes in the fair value of the plan assets
Fair value of assets at the beginning of the year.................................................................
Settlement of obligations - Prudential (Note 2.e) ...............................................................
Translation differences .......................................................................................................
Expected return on assets ...................................................................................................
Actuarial losses...................................................................................................................
Employer and employees contributions..............................................................................
Benefits paid and settlements .............................................................................................
Fair value of assets at the end of the year...........................................................................
2009
2008
2007
—
—
—
—
—
13
(13)
—
247
(242)
—
—
—
19
(24)
—
226
—
7
17
(1)
60
(62)
247
Income (Expense)
2008
2009
2007
Amounts recognized in the Statement of Income
Service cost ........................................................................................................................
Interest cost ........................................................................................................................
Expected return on assets ...................................................................................................
Actuarial gains (losses) recognized in the year ..................................................................
Gains (losses) on settlements..............................................................................................
Total recognized as other income (expenses), net (Note 3.i)..............................................
—
(8)
—
33
—
25
(1)
(10)
—
—
29
18
(1)
(28)
17
(1)
(8)
(21)
2009
2008
2007
5.5%
6.2%
N/A
N/A (1)
N/A
N/A (1)
6.5%
7%
N/A (1)
Actuarial assumptions
Discount rate.......................................................................................................................
Expected return on assets ...................................................................................................
Expected increase on salaries .............................................................................................
(1)
Increase on salaries is not expected as there are no more active employees.
F - 18
Health care cost trend
For measurement purposes, an 8.7% annual rate of increase in the per capita cost of covered health care benefits was assumed
for the year ended December 31, 2009. The rate is assumed to decrease by 0.3% each year until reaching 4.5% in 2024 and
remain in that level thereafter.
Expected employer’s contributions and estimated future benefit payments for the remaining plans are:
Expected employer’s contributions for next year....................................................
Estimated future benefit payments are as follows:
2010 ........................................................................................................................
2011 ........................................................................................................................
2012 ........................................................................................................................
2013 ........................................................................................................................
2014 ........................................................................................................................
2015 - 2019 .............................................................................................................
i)
Other income (expense), net:
Other Benefits
Pension
Benefits
Gross Benefits
Payments
2
2
2
2
2
2
6
—
7
7
7
7
7
32
Implied
Medicare
Subsidy
—
1
1
1
1
1
4
Credit (charge) for pending lawsuits and other claims ............................................................
Environmental remediation - YPF Holdings Inc. ....................................................................
Recovery of sinisters ...............................................................................................................
Defined benefit pension plans and other postretirement benefits (Note 3.h)...........................
Miscellaneous..........................................................................................................................
2009
106
(134)
Income (Expense)
2008
(104)
(303)
98 —
25
18
64
13
159
(376)
2007
(194)
(206)
—
(21)
(18)
(439)
j)
Income tax:
Current income tax ................................................................................................
Deferred income tax ..............................................................................................
2009
(2,302)
(106)
(2,408) (1)
2008
(2,595)
37
(2,558) (1)
2007
(2,765)
7
(2,758) (1)
(1) Corresponds to income tax incurred in Argentina as of December 31, 2009, 2008 and 2007, respectively.
F - 19
The reconciliation of pre-tax income at the statutory tax rate, to the income tax as disclosed in the income statements for the years
ended December 31, 2009, 2008, and 2007, is as follows:
Net income before income tax.................................................................................
Statutory tax rate .....................................................................................................
Statutory tax rate applied to net income before income tax ....................................
Permanent differences:
Effect of the restatement of fixed assets into constant Argentine pesos..................
(Loss) income on long-term investments (2) ............................................................
Income from tax free jurisdiction – Law N° 19,640 (Tierra del Fuego)..................
Tax amnesty – Law No. 26,476...............................................................................
Non taxable foreign source income .........................................................................
Miscellaneous..........................................................................................................
Increase of valuation allowance for temporary differences and tax loss and credit
carryforwards(1) ..................................................................................................
2009
5,894
35%
2008
6,198
35%
2007
6,844
35%
(2,063)
(2,169)
(2,395)
(191)
(8)
29
(97)
—
55
(246)
29
22
—
1
(3)
(276)
12
19
—
39
(45)
(133)
(2,408) (1)
(192)
(2,558)
(112)
(2,758)
(1) Relates to changes in circumstances and prospects that affect the future use of the temporary differences, tax loss and
credit carryforwards.
(2) The Company does not provide for income taxes on the unremitted earnings of equity method investees as it
anticipates that they will be remitted in a tax free liquidation.
The breakdown of the net deferred tax asset as of December 31, 2009, 2008 and 2007, is as follows:
Deferred tax assets
Tax loss and credit carryforwards.........................................................................
Non deductible allowances and reserves and other liabilities...............................
Miscellaneous .......................................................................................................
Total deferred tax assets .................................................................................................
Deferred tax liabilities
Fixed assets...........................................................................................................
Miscellaneous .......................................................................................................
Total deferred tax liabilities ...........................................................................................
Valuation allowances .....................................................................................................
Net deferred tax asset ..................................................................................
2009
2008
2007
1,154 (1)
963
220
2,337
(359)
(10)
(369)
(1,520)
448
1,050
970
116
2,136
(219)
(85)
(304)
(1,278)
554
812
930
290
2,032
(449)
(76)
(525)
(990)
517
(1) Tax loss and credit carryforwards will expire as follows: 1,055 after five years and 99 that carry forward indefinitely.
As explained in Note 2.f, the difference between the book value of fixed assets in Argentina remeasured into constant Argentine
pesos and their corresponding cost used for the tax basis, is a deferred tax liability of 1,088, 1,279 and 1,525 as of December 31,
2009, 2008 and 2007, respectively. The mentioned difference will continue to be reduced as the corresponding fixed assets are
depreciated or retired.
k) Net sales:
Sales...................................................................................................................................
Turnover tax ......................................................................................................................
Hydrocarbon export withholdings .....................................................................................
2009
36,978
(835)
(1,823)
34,320
2008
39,314
(795)
(3,644)
34,875
2007
30,535
(567)
(864)
29,104
F - 20
4. CAPITAL STOCK
YPF’s subscribed capital as of December 31, 2009, 2008 and 2007 was 3,933 and was represented by 393,312,793 shares of common
stock and divided into four classes of shares (A, B, C and D), with a par value of Argentine pesos 10 and one vote per share. These
shares are fully subscribed, paid-in and authorized for stock exchange listing.
As of December 31, 2009, Repsol YPF S.A. (“Repsol YPF”) controls the Company, directly and indirectly, through a 84.04%
shareholding while Petersen Energía S.A. (“PESA”) and its affiliates exercised significant influence through a 15.46% shareholding.
Additionally, Repsol YPF granted certain individuals affiliated to PESA an option, which expires on February 21, 2012, to purchase
from Repsol YPF up to an additional 10% of YPF’s outstanding capital stock.
Additionally, Repsol YPF and PESA have signed a shareholders’ agreement establishing, among other things, the adoption of a
dividend policy to distribute 90% of the annual net income as dividends.
Repsol YPF’s legal address is Paseo de la Castellana 278, 28046 Madrid, Spain. Repsol YPF’s principal business is the exploration,
development and production of crude oil and natural gas, transportation of petroleum products, liquefied petroleum gas and natural
gas, petroleum refining, production of a wide range of petrochemicals and marketing of petroleum products, petroleum derivatives,
petrochemicals, liquefied petroleum gas and natural gas.
As of December 31, 2009, there are 3,764 Class A outstanding shares. So long as any Class A share remains outstanding, the
affirmative vote of Argentine Government is required for: 1) mergers, 2) acquisitions of more than 50% of YPF shares in an agreed or
hostile bid, 3) transfers of all the YPF’s production and exploration rights, 4) the voluntary dissolution of YPF or 5) change of
corporate and/or tax address outside the Argentine Republic. Items 3) and 4) will also require prior approval by the Argentine
Congress.
5. RESTRICTED ASSETS AND GUARANTEES GIVEN
As of December 31, 2009, YPF has signed guarantees in relation to the financing activities of Pluspetrol Energy S.A. and Central
Dock Sud S.A. in an amount of approximately US$ 10 million and US$ 17 million, respectively. The corresponding loans have final
maturity in 2011 and 2013, respectively.
During the first quarter of 2010, the Company has issued letters of credit of an amount of US$ 30 million to provide assurance on
certain environmental obligations from controlled companies, in order to avoid the restriction of funds.
F - 21
6. PARTICIPATION IN JOINT VENTURES AND OTHER AGREEMENTS
As of December 31, 2009, the main exploration and production joint ventures and other agreements in which YPF participates are the
following:
Name and Location
Acambuco
Salta
Aguada Pichana
Neuquén
Aguaragüe
Salta
CAM-2/A SUR
Tierra del Fuego
Campamento Central / Cañadón Perdido
Chubut
Consorcio CNQ7/A
La Pampa and Mendoza
El Tordillo
Chubut
La Tapera y Puesto Quiroga
Chubut
Llancanelo
Mendoza
Magallanes
Santa Cruz, Tierra del Fuego and National
Continental Shelf
Palmar Largo
Formosa and Salta
Puesto Hernández
Neuquén and Mendoza
Ramos
Salta
San Roque
Neuquén
Tierra del Fuego
Tierra del Fuego
Yacimiento La Ventana – Río Tunuyán
Mendoza
Zampal Oeste
Mendoza
Ownership Interest
22.50%
Operator
Pan American Energy LLC
27.27%
Total Austral S.A.
30.00%
Tecpetrol S.A.
50.00%
Enap Sipetrol Argentina S.A.
50.00%
YPF S.A.
50.00%
Petro Andina Resources Ltd. Sucursal Argentina
12.20%
Tecpetrol S.A.
12.20%
Tecpetrol S.A.
51.00%
YPF S.A.
50.00%
Enap Sipetrol Argentina S.A.
30.00%
Pluspetrol S.A.
61.55%
Petrobrás Energía S.A.
15.00% (1) Pluspetrol S.A.
34.11%
Total Austral S.A.
30.00%
Petrolera L.F. Company S.R.L.
60.00%
YPF S.A.
70.00%
YPF S.A.
(1) Additionally, YPF has a 27% indirect ownership interest through Pluspetrol S.A.
Additionally, certain YPF’s subsidiaries participate in exploration and production agreements in the Gulf of Mexico.
The assets and liabilities as of December 31, 2009, 2008 and 2007 and production costs of the joint ventures and other agreements for
the years then ended are as follows:
Current assets .............................................................................................................................................
Noncurrent assets .......................................................................................................................................
Total assets .......................................................................................................................................
2009
272
3,817
4,089
2008
256
4,206
4,462
2007
187
3,606
3,793
Current liabilities........................................................................................................................................
Noncurrent liabilities..................................................................................................................................
Total liabilities ..................................................................................................................................
Production costs .........................................................................................................................................
483
641
1,124
2,049
501
541
1,042
1,685
474
373
847
1,423
F - 22
Participation in joint ventures and other agreements have been calculated based upon the latest available financial statements as of the
end of each year, taking into account significant subsequent events and transactions as well as available management information.
YPF Holdings Inc. has entered into various operating agreements and capital commitments associated with the exploration and
development of its oil and gas properties which are not material except those for the “Neptune Project”. Total commitments related to
the development of the Neptune Project amounts to approximately US$ 1.3 million.
7. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The principal outstanding balances as of December 31, 2009, 2008 and 2007 from transactions with jointly controlled companies,
companies under significant influence, the parent company and other related parties under common control are as follows:
2009
2008
Trade
receiv-
ables
Current
Other receivables
Non-
current
Current
Accounts
payable
Loans
Trade
receiv-
ables
Current
Current
Non-
current
Current
Other
receivables
Non-
current
Current
Accounts
payable
Loans
Non-
current
Current
Current
2007
Other
receiv-
ables
Trade
receiv-
ables
Accounts
payable
Current
Current
Current
Jointly
controlled
companies:
Profertil S.A......
Compañía
Mega S.A.
(“Mega”) .......
Refinería del
Norte S.A.
(“Refinor”) ....
Companies
under
significant
influence:......
Main
5
1
—
152 —
—
6
5
—
—
4
2 —
2
—
—
—
—
—
—
—
124
— —
—
—
—
167
—
—
43 —
1
200
—
—
16
27
—
—
—
—
70
198
— —
2 —
4
6
—
—
—
—
39
206
—
—
19
19
22 168 (1)
74 (1) 25
—
—
16
99 (1)
109 (1)
36
—
—
25
27
33
shareholders
and other
related
parties under
their control:
Repsol YPF....... —
Repsol YPF
8
—
112
—
—
—
7 —
68
—
—
—
6
43
Transporte y
Trading S.A. .. — —
Repsol YPF
35
3
7 —
Gas S.A. ........
Brasil S.A. .....
Repsol YPF
—
—
—
—
—
2
—
—
—
—
—
—
4
22
13
— —
2 —
2 —
5
1
—
—
199
—
—
—
5
3
1
—
—
—
1,102
—
30
10
Repsol
International
Finance B.V... —
Repsol
1
—
—
—
—
—
1 —
—
—
—
—
1,427
—
Netherlands
Finance B.V... — —
Nuevo Banco
de Entre Ríos
S.A................. — —
Nuevo Banco
de Santa Fe
S.A................. — —
11
Others ...............
23
192
17
59
281
—
—
766
380
—
—
—
50
—
—
—
—
—
74
—
83
197
249
75
21
912
912
—
—
380
380
—
53
92
306
— —
— —
— —
65 —
77 —
109
178
—
13
1,036
—
51
—
—
23
—
—
—
—
—
50
124
166
45
13
94
94
—
—
1,036
1,036
—
63
302
533
—
63
2,654
2,681
—
41
88
140
(1)
Includes mainly 234 and 200 with Central Dock Sud S.A. as of December 31, 2009 and 2008, respectively.
F - 23
The Company maintains purchase, sale and financing transaction with related parties. The principal purchase, sale and financing
transactions with these companies for the years ended December 31, 2009, 2008 and 2007, include the following:
2009
Purchases
and
services
Loans
obtained
(paid),
net
Sales
Interests and
Commissions
gains
(losses), net
Purchases
and
services
Sales
2008
Loans
(granted)
collected,
net
Loans
obtained
(paid), net
Interests
gains
(losses),
net
2007
Sales
Purchases
and services
Loans
(granted)
collected,
net
Interests
gains
(losses), net
29
622
201
852
71
20
84
175
—
—
—
—
116
194
(13)
Jointly controlled
companies:
Profertil S.A..
Mega .......................
Refinor....................
Companies under
significant
influence:.........
Main shareholders
and other
related parties
under their
control:
Repsol YPF.............
Repsol YPF
Transporte y
Trading S.A......
Repsol YPF Brasil
S.A....................
Repsol YPF Gas
—
35
—
4
96
—
S.A....................
162
5
Repsol
International
Finance B.V. ....
Repsol YPF E&P
Bolivia S.A.......
Repsol Netherlands
Finance B.V. ....
Nuevo Banco de
Entre Ríos
S.A....................
Nuevo Banco de
Santa Fe S.A.....
Others .....................
—
—
—
—
—
—
—
—
—
152
410
1,378
—
33
77
446
—
—
—
—
—
—
—
27
30
8
65
52
—
—
—
—
12
—
—
—
—
—
—
(51)
—
(4)
(1)
(56)
(44)
20
900
140
1,060
83
11
62
—
—
—
—
—
—
156
—
—
—
—
—
—
32
669
199
900
86
—
66
152
—
—
—
—
82
168
(173)
—
11
90
151
25
—
26
—
—
—
—
18
926
737
1,123
—
—
—
1,276
827
—
158
—
1,103
—
3
116
—
225
198
4
—
—
—
227
6
—
—
—
1,437
—
28
—
—
143
—
—
—
—
—
—
—
—
—
—
56
1,036
(20)
—
—
(2
—
—
—
—
212
1,305
2,447
—
11
—
—
1,164
1,488
2,596
1,117
2,423
1,117
23
45
13
—
—
—
—
(3)
—
8
19
—
160
1,779
2,769
—
10
861
1,164
—
—
1,292
1,317
—
—
—
—
—
15
—
88
—
91
—
7
—
—
—
201
201
8. CONSOLIDATED BUSINESS SEGMENT INFORMATION
The Company organizes its business into four segments which comprise: the exploration and production, including contractual
purchases of natural gas and crude oil purchases arising from service contracts and concession obligations, as well as crude oil
intersegment sales, natural gas and its derivatives sales and electric power generation (“Exploration and Production”); the refining,
transport, purchase and marketing of crude oil and refined products (“Refining and Marketing”); the petrochemical operations
(“Chemical”); and other activities, not falling into these categories, are classified under “Corporate and Other”, which principally
includes corporate administrative costs and assets, and construction activities.
F - 24
Operating income (loss) and assets for each segment have been determined after intersegment adjustments.
Exploration and
Production
Refining and
Marketing
Chemical
Corporate
and Other
Consolidation
Adjustment
Total
Year ended December 31, 2009
Net sales to unrelated parties ........................
Net sales to related parties ............................
Net intersegment sales..................................
Net sales..............................................
Operating income (loss) ...............................
(Loss) income on long-term investments .....
Depreciation .................................................
Acquisitions of fixed assets ..........................
Assets ...........................................................
Year ended December 31, 2008
Net sales to unrelated parties ........................
Net sales to related parties ............................
Net intersegment sales..................................
Net sales..............................................
Operating income (loss) ...............................
Income on long-term investments ................
Depreciation .................................................
Acquisitions of fixed assets ..........................
Assets ...........................................................
Year ended December 31, 2007
Net sales to unrelated parties ........................
Net sales to related parties ............................
Net intersegment sales..................................
Net sales..............................................
Operating income (loss) ...............................
Income on long-term investments ................
Depreciation .................................................
Acquisitions of fixed assets ..........................
Assets ...........................................................
4,757
751
14,473
19,981
5,379
(43)
4,073
3,879
24,133
4,016
939
12,663
17,618
3,315
67
4,111
6,290
21,755
3,288
724
14,056
18,068
5,679
18
3,616
4,861
19,893
25,733
627
1,202
27,562
1,896
21
527
1,177
11,393
25,364
1,508
1,145
28,017
3,089
16
467
1,013
10,286
20,375
2,045
1,858
24,278
1,234
16
377
898
11,199
1,932
—
1,105
3,037
559
—
121
155
2,066
2,829
—
1,094
3,923
1,178
—
119
148
2,295
2,563
—
892
3,455
500
—
92
143
2,220
520
—
350
870
(820)
—
111
178
3,439
219
—
461
680
(815)
—
78
511
5,224
109
—
440
549
(620)
—
54
314
5,421
—
—
(17,130)
(17,130)
(15)
—
—
—
(748)
32,942
1,378
—
34,320
6,999
(22)
4,832
5,389
40,283
—
—
(15,363)
(15,363)
32,428
2,447
—
34,875
(102)
—
—
—
(481)
6,665
83
4,775
7,962
39,079
—
—
(17,246)
(17,246)
(136)
—
—
—
(631)
26,335
2,769
—
29,104
6,657
34
4,139
6,216
38,102
Export sales, net of withholdings taxes, for the years ended December 31, 2009, 2008 and 2007 were 4,904, 7,228 and 8,400,
respectively. Export sales were mainly to the United States of America and Brazil.
9. SOCIAL AND OTHER EMPLOYEE BENEFITS
a)
Performance Bonus Programs:
These programs cover certain YPF and its controlled companies’ personnel. These bonuses are based on compliance with
business unit objectives and performance. They are calculated considering the annual compensation of each employee, certain
key factors related to the fulfillment of these objectives and the performance of each employee and will be paid in cash.
The amount charged to expense related to the mentioned Performance Bonus Programs was 89, 72 and 61 for the years ended
December 31, 2009, 2008, and 2007, respectively.
b) Retirement Plan:
Effective March 1, 1995, YPF established a defined contribution retirement plan that provides benefits for each employee who
elects to join the plan. Each plan member will pay an amount between 2% and 9% of his monthly compensation and YPF will
pay an amount equal to that contributed by each member.
The plan members will receive the YPF’s contributed funds before retirement only in the case of voluntary termination under
certain circumstances or dismissal without cause and, additionally, in case of death or incapacity. YPF has the right to
discontinue this plan at any time, without incurring termination costs.
The total charges recognized under the Retirement Plan amounted approximately 15, 13 and 11, for the years ended
December 31, 2009, 2008 and 2007, respectively.
F - 25
10. COMMITMENTS AND CONTINGENCIES
Pending lawsuits and contingencies:
a)
As of December 31, 2009, the Company has reserved 2,300 in connection with the pending lawsuits, claims and contingencies
which are probable and can be reasonably estimated. The most significant pending lawsuits and contingencies reserved are
described in the following paragraphs.
•
•
Pending lawsuits: In the normal course of its business, the Company has been sued in numerous labor, civil and
commercial actions and lawsuits. Management, in consultation with the external counsels, has 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 Secretariat of Industry, Commerce and Mining of Argentina, which imposed a fine on the Company of 109
based on the interpretation that YPF had purportedly 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. On August 12, 2008, the Appeal Court in Criminal Economic Matters rejected the statute of limitation
argument opposed by YPF. Such decision was appealed by the Company. Upon the confirmation of the Antitrust
Board’s decision given by the Chamber B, YPF has appealed that judgment by cassation and extraordinary
appeals, because the Antitrust Board applied Law No. 22,262 and Chamber B applied Law No. 25,156. The latter
mentioned rejected both appeals (cassation and extraordinary), consequently YPF presented complaint appeals
against the cassation appeal, denied on December 18, 2008, and against the Extraordinary Appeal, denied on
February 17, 2009. Regarding the administrative proceedings before the Antitrust Board, the evidence production
period has ended, and on November 25, 2009, YPF presented its closing statement. On December 22, 2009,
Chamber IV of the Court of Cassation rejected the appeal against the rejection of YPF’s statute of limitations
argument by Chamber B of the National Court of Appeals in Criminal Economic Matters. The extraordinary
appeal, filed with the cassation appeal, is still pending before the CSJN. Furthermore, on December 21, 2009, YPF
filed another claim concerning the statutes of limitations before the Antitrust Board. On April 19, 2010, the
Antitrust Board rejected the presentation and YPF appealed the decision.
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 Appeal Court in Criminal Economic Matters decisions tend
to confirm the decisions made by the Antitrust Board.
•
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.
F - 26
•
Natural gas market:
Pursuant to Resolution No. 265/2004 of the Secretariat of Energy, the Argentine Government created a program of
“useful” curtailment of natural gas exports and their associated transportation service. Such program was initially
implemented by means of Regulation No. 27/2004 of the Under-Secretariat of Fuels, which was subsequently
substituted by the Program of Rationalization of Gas Exports and Use of Transportation Capacity (the “Program”)
approved by Resolution No. 659/2004 of the Secretariat of Energy. Additionally, Resolution No. 752/2005 of the
Secretariat of Energy provided that industrial users and thermal generators (which according to this resolution will
have to request volumes of gas directly from the producers) could also acquire the natural gas from the cutbacks
on natural gas exports through the Permanent Additional Injections mechanism created by this Resolution. By
means of the Program and/or the Permanent Additional Injection, the Argentine Government requires natural gas
exporting producers to deliver additional volumes to the domestic market in order to satisfy natural gas demand of
certain consumers of the Argentine market (“Additional Injection Requirements”). Such additional volumes are
not contractually committed by YPF, who is thus forced to affect natural gas exports, which execution has been
conditioned. The mechanisms established by the Resolutions No. 659/2004 and 752/2005 have been adapted by
the Secretariat of Energy Resolution No. 599/2007, modifying the conditions for the imposition of the
requirements, depending on whether the producers have signed or not the proposed agreement, ratified by such
resolution, between the Secretariat of Energy and the Producers. Additionally, the Argentine Government, through
instructions made using different procedures, has ordered limitations over natural gas exports (in conjunction with
the Program and the Permanent Additional Injection, named the “Restrictions”).
As a result of the Restrictions, in several occasions since 2004, YPF has been forced to suspend, either totally or
partially, its natural gas deliveries to some of its export clients, with whom YPF has undertaken firm commitments
to deliver natural gas.
The Company has challenged the Program, the Permanent Additional Injection and the Additional Injection
Requirements as arbitrary and illegitimate, and has invoked vis-à-vis the relevant clients that such measures of the
Argentine Government constitute a fortuitous case or force majeure event (act of authority) that releases the
Company from any liability and/or penalty for the failure to deliver the contractual volumes. These clients have
rejected the force majeure argument invoked by the Company, 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, assuming no responsibility. Furthermore, the above-mentioned companies
had notified the formal start-up period of negotiations previous to any arbitration complaint. Although such period
is overdue, the Company has not been notified of the initiation of the arbitration proceedings.
Additionally, on June 25, 2008, AES Uruguaiana Emprendimientos S.A. (“AESU”) claimed damages in a total
amount of US$ 28.1 million for natural gas “deliver or pay” penalties for cutbacks accumulated from
September 16, 2007 through June 25, 2008, and also claimed an additional amount of US$ 2.7 million for natural
gas
“deliver or pay” penalties for cutbacks accumulated from January 18, 2006 until December 1, 2006. YPF has
rejected both claims. On September 15, 2008, AESU notified YPF the interruption of the fulfillment of its
commitments alleging delay and breach of YPF obligations. The Company has rejected this notification. On
December 4, 2008, YPF notified that having ceased the force majeure conditions, pursuant to the contract in force,
it would suspend its delivery commitments, due to the repeated breaches of AESU obligations. AESU has rejected
this notification. On December 30, 2008, AESU rejected YPF’s right to suspend its natural gas deliveries and on
March 20, 2009, notified YPF the termination of the contract. Subsequently, AESU initiated an arbitration process
in which it claims, among other matters that the Company considers inappropriate, the payment of the “deliver or
pay” penalties mentioned above. YPF has also started an arbitration process against AESU claiming, among other
matters, the declaration that the termination of the contract by AESU was unilateral and illegal under its
responsibility. Both arbitral complaints had been answered by the parties by requesting their rejection.
Furthermore, there are certain claims in relation with payments of natural gas transportation contracts associated
with exports of such hydrocarbon. Consequently, one of the parties commenced mediation proceedings in order to
determine the merits of such claims. The mediation proceedings did not result in an agreement and YPF was
notified of the lawsuit filed against it in which the plaintiff is claiming the fulfilment of contractual obligations and
the payment of unpaid invoices while reserving the right to claim for damages. YPF has answered the mentioned
claims. In the opinion of YPF’s management the claims received up to date will not have a material adverse effect
on future results of operations.
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In addition, there are other claims in connection with the natural gas market in which YPF is party, which are not
individually significant.
As of December 31, 2009, 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.
• La Plata and Quilmes environmental claims:
La Plata: In relation with the operation of the refinery that the Company has in La Plata, there are certain claims
for compensation of individual damages purportedly caused by the operation of the La Plata Refinery and the
environmental remediation of the channels adjacent to the mentioned refinery. During 2006, the Company
submitted a presentation before the Environmental 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
previously mentioned, YPF has the right of indemnity for events and claims prior to January 1, 1991, according to
Law No. 24,145 and Decree No. 546/1993. Besides, there are certain claims that could result in the requirement to
make additional investments connected with the operations of La Plata Refinery.
Quilmes: Citizens which allege to be residents of Quilmes, Province of Buenos Aires, have filed a lawsuit in
which they have requested remediation of environmental damages and also the payment of 47 plus interests as a
compensation for supposedly personal damages. They base their claim mainly on a fuel leak in the poliduct
running from La Plata to Dock Sud, currently operated by YPF, which occurred in 1988 as a result of an illicit
detected at that time, being at that moment YPF a state-owned company. Fuel would have emerged and became
perceptible on November 2002, which resulted in remediation works that are being performed by the Company in
the affected area, supervised by the environmental authority of the Province of Buenos Aires. YPF has also
notified the Argentine Government that it will receive a citation, due to its obligation to indemnify the Company
against any liability according to Law No. 24,145, prior to requesting its citation before the Court upon YPF’s
response to the complaint. The Argentine Government has denied any responsibility to indemnify YPF for this
matter, and the Company has sued the Argentine Government to obtain a declaration of invalidity of such decision.
The award is still pending. On November 25, 2009, the proceedings were transferred to the Federal Court on Civil
and Commercial Matters Nº 3, Secretariat Nº 6 in Buenos Aires City and on March 4, 2010, YPF answered the
complaint. In addition, other 33 judicial claims related to similar matters have been brought against YPF
amounting to approximately 17. Additionally, the Company is aware of the existence of other out of court claims
which are based on similar allegations.
• Environmental contingencies and other claims of YPF Holdings Inc.- a wholly owned subsidiary of YPF.
Laws and regulations relating to health and environmental quality in the United States of America affect nearly all
the operations of YPF Holdings Inc. These laws and regulations set various standards regulating certain aspects of
health and environmental quality, provide for penalties and other liabilities for the violation of such standards and
establish in certain circumstances remedial obligations.
YPF Holdings Inc. believes that its policies and procedures in the area of pollution control, product safety and
occupational health are adequate to prevent unreasonable risk of environmental and other damage, and of resulting
financial liability, in connection with its business. Some risk of environmental and other damage is, however,
inherent in particular operations of YPF Holdings Inc. and, as discussed below, Maxus Energy Corporation
(“Maxus”) and Tierra Solutions Inc. (“Tierra”), both controlled by YPF Holdings Inc., could have certain potential
liabilities associated with operations of Maxus’ former chemical subsidiary.
YPF Holdings Inc. cannot predict what environmental legislation or regulations will be enacted in the future or
how existing or future laws or regulations will be administered or enforced. Compliance with more stringent law
regulations, as well as more vigorous enforcement policies of the regulatory agencies, could in the future require
material expenditures by YPF Holdings Inc. for the installation and operation of systems and equipment for
remedial measures, possible dredging requirements, among other things. Also, certain laws allow for recovery of
natural resource damages from responsible parties and ordering the implementation of interim remedies to abate an
imminent and substantial endangerment to the environment. Potential expenditures for any such actions cannot be
reasonably estimated.
In the following discussion, references to YPF Holdings Inc. include, as appropriate and solely for the purpose of
this information, references to Maxus and Tierra.
In connection with the sale of Maxus’ former chemical subsidiary, Diamond Shamrock Chemicals Company
(“Chemicals”) to Occidental Petroleum Corporation (“Occidental”) in 1986, Maxus agreed to indemnify
Chemicals and Occidental from and against certain liabilities relating to the business or activities of Chemicals
prior to the selling date, September 4, 1986 (the “selling date”), including environmental liabilities relating to
chemical plants and waste disposal sites used by Chemicals prior to the selling date.
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As of December 31, 2009, reserves for the environmental contingencies and other claims totaled approximately
531. YPF Holdings Inc.’s Management believes it has adequately reserved for all environmental contingencies,
which are probable and can be reasonably estimated; however, changes in circumstances, including new
information or new requirements of governmental entities, could result in changes, including additions, to such
reserves in the future. The most significant contingencies are described in the following paragraphs:
Newark, New Jersey. A consent decree, previously agreed upon by the U.S. Environmental Protection Agency
(“EPA”), the New Jersey Department of Environmental Protection and Energy (“DEP”) and Occidental, as
successor to Chemicals, was entered in 1990 by the United States District Court of New Jersey and requires
implementation of a remedial action plan at Chemical’s former Newark, New Jersey agricultural chemicals plant.
The approved remedy has been completed and paid for by Tierra. This project is in the operation and maintenance
phase. YPF Holdings Inc. has reserved approximately 53 as of December 31, 2009, in connection with such
activities.
Passaic River, New Jersey. Studies have indicated that sediments of the Newark Bay watershed, including the
Passaic River adjacent to the former Newark plant, are contaminated with hazardous chemicals from many
sources. These studies suggest that older and more contaminated sediments located adjacent to the former Newark
plant generally are buried under more recent sediments deposits. Maxus, forced to act on behalf of Occidental,
negotiated an agreement with the EPA under which Tierra has conducted further testing and studies near the plant
site. While some work remains in a pending state, these studies were substantially completed in 2005.
In addition:
•
•
• 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 along a portion of the
Passaic River and a part of its watershed. Directive No. 1 asserts that the named entities are jointly and
severally liable for the alleged natural resource damages without regard to fault. The DEP has asserted
jurisdiction in this matter even though all or part of the lower Passaic River is subject to the PRRP. Directive
No. 1 calls for the following actions: interim compensatory restoration, injury identification, injury
quantification and value determination. Maxus and Tierra responded to Directive No. 1 setting forth good
faith defenses. Settlement discussions between the DEP and the named entities have been hold, 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. Additionally, Tierra, acting on behalf of Occidental, is performing a
separate RIFS to characterize sediment contamination and evaluate remediation, 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 cost of developing a Source Control Dredge Plan focused on allegedly dioxin –
contaminated sediment in the lower six–mile portion of the Passaic River. The development of this plan 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 denied motions to dismiss by Occidental Chemical
Corporation, Tierra and Maxus. The DEP filed its Second Amended Complaint in April 2008. YPF filed a
•
F - 29
•
•
•
motion to dismiss for lack of personal jurisdiction. The motion mentioned previously was denied in
September, 2008, and the denial was confirmed by the Court of Appeal. Notwithstanding, the Court denied
to plaintiffs’ motion to bar third party practice and allowed defendants to file third-party complaints. Third-
party claims against approximately 300 companies and governmental entities (including certain
municipalities) which could have responsibility in connection with the claim were filed in February, 2009.
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 legal and technical
defects of the draft FFS to EPA, as did other interested parties. In light of these comments, EPA decided to
initiate his review and informed that a revised remedy proposal will be forthcoming during the first quarter
of 2011. Tierra will respond to any further EPA proposal as may be appropriate at that time.
In August 2007, the National Oceanic Atmospheric Administration (“NOAA”) sent a letter to the parties of
the PRRP group, including Tierra and Occidental, requesting that the group enters into an agreement to
conduct a cooperative assessment of natural resources damages in the Passaic River and Newark Bay. The
PRRP group has declined to do so at this time, citing concerns with matters such as the FFS being revised by
EPA as described above. 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 parties (“PRP”). Such letters
have been responded, rejecting the designation as PRP. In November 2008, Tierra and Occidental entered
into an agreement with the NOAA to fund a portion of the costs it has incurred and to conduct certain
assessment activities during 2009. Approximately 20 other PRRP members have also entered into similar
agreements. In November 2009, Tierra declined to extend this agreement for one additional year, citing
concerns arising from the Passaic River litigation.
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 is scheduled to begin in
2010, encompasses the removal of 40,000 cubic yards of sediments and is expected to be completed in nine
months. The first phase estimated cost is approximately US$ 45 million. The second phase involves the
removal of approximately 160,000 cubic yards of sediment. This second phase will start once the first phase
is completed. Pursuant to the AOC, the EPA has required the constitution of a trust fund of US$ 80 million
for the performance of the removal work. As of December 31, 2009, US$ 22 million have been deposited
and an additional US$ 10 million must be contributed every six months, until the completion of the US$ 80
million. Notwithstanding, during the first quarter of 2010, a letter of credit to provide financial assurance has
been issued, in order to avoid the restriction of additional funds pursuant to the AOC. During the removal
action, contaminants not produced by the former Diamond Alkali 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 Inc. and its subsidiaries may seek cost recovery from the parties
responsible for such contamination, provided contaminants’ origins were not from the Diamond Alkali
plant. However, as of December 31, 2009, it is not possible to make any predictions regarding the likelihood
of success or the funds potentially recoverable in a cost-recovery action.
As of December 31, 2009, there are approximately 248 reserved, comprising the estimated costs for studies, the
YPF Holdings Inc.’s best estimate of the cash flows it could incur in connection with remediation activities
considering the studies performed by Tierra, the estimated costs related to the agreement, and in addition certain
other matters related to Passaic River and the Newark Bay. However, it is possible that other works, including
interim remedial measures, may be ordered. In addition, the development of new information on the imposition of
natural resource damages, or remedial actions differing from the scenarios that YPF Holdings Inc. has evaluated
could result in additional costs to the amount currently reserved.
Hudson County, New Jersey. Until 1972, Chemicals operated a chromite ore processing plant at Kearny, New
Jersey (“Kearny Plant”). According to the DEP, wastes from these ore processing operations were used as fill
material at a number of sites in and near Hudson County. The DEP and Occidental, as successor to Chemicals,
signed an administrative consent order with the DEP in 1990 for investigation and remediation work at certain
chromite ore residue sites in Kearny and Secaucus, New Jersey.
F - 30
Tierra, on behalf of Occidental, is presently performing the work and funding Occidental’s share of the cost of
investigation and remediation of these sites. In addition, financial assurance has been provided in the amount of
US$ 20 million for performance of the work. The ultimate cost of remediation is uncertain. Tierra submitted its
remedial investigation reports to the DEP in 2001, and the DEP continues to review the report.
Additionally, in May 2005, the DEP took two actions in connection with the chrome sites in Hudson and Essex
Counties. First, the DEP issued a directive to Maxus, Occidental and two other chromium manufacturers directing
them to arrange for the cleanup of chromite ore residue at three sites in New Jersey City and the conduct of a study
by paying the DEP a total of US$ 20 million. While YPF Holdings Inc. believes that Maxus is improperly named
and there is little or no evidence that Chemicals’ chromite ore residue was sent to any of these sites, the DEP
claims these companies are jointly and severally liable without regard to fault. Second, the State of New Jersey
filed a lawsuit against Occidental and two other entities in state court in Hudson County seeking, among other
things, cleanup of various sites where chromite ore residue is allegedly located, recovery of past costs incurred by
the state at such sites (including in excess of US$ 2 million allegedly spent for investigations and studies) and,
with respect to certain costs at 18 sites, treble damages. The DEP claims that the defendants are jointly and
severally liable, without regard to fault, for much of the damages alleged. In February 2008, the parties reached an
agreement for which Tierra will pay US$ 5 million and will perform remediation works in three sites, with a total
cost of approximately US$ 2 million. As a result YPF Holdings Inc. has reserved 27 (which are included in the
amount of 102 disclosed in the following paragraphs).
In November 2005, several environmental groups sent a notice of intent to sue the owners of the properties
adjacent to the former Kearny Plant (the “Adjacent Property”), including among others Tierra, under the Resource
Conservation and Recovery Act. The stated purpose of the lawsuit, if filed, would be to require the noticed parties
to carry out measures to abate alleged endangerments to health and the environment emanating from the Adjacent
Property. The parties have entered into an agreement that addresses the concerns of the environmental groups, and
these groups have agreed, at least for now, not to file suit.
Pursuant to a request of the DEP, in the second half of 2006, Tierra and other parties tested the sediments in a
portion of the Hackensack River near the former Kearny Plant. Tierra has submitted work plans for additional
sampling requested by the DEP and is presently awaiting DEP comments.
In March 2008, the DEP approved an interim response action work plan for work to be performed at the Kearny
Plant by Tierra and the Adjacent Property by Tierra in conjunction with other parties. As a result YPF Holdings
Inc. has reserved 29 (which are included in the amount of 102 disclosed in the following paragraphs).
As of December 31, 2009, there are approximately 102 reserved in connection with the foregoing chrome-related
matters. The study of the levels of chromium has not been finalized, and the DEP is still reviewing the proposed
actions. The cost of addressing these chrome-related matters could increase depending upon the final soil actions,
the DEP’s response to Tierra’s reports and other developments.
Painesville, Ohio. In connection with the operation until 1976 of one chromite ore processing plant (“Chrome
Plant”), from Chemicals, the Ohio Environmental Protection Agency (“OEPA”) ordered to conduct a RIFS at the
former Painesville’s Plant area. Tierra has agreed to participate in the RIFS as required by the OEPA. Tierra
submitted the remedial investigation report to the OEPA, which report was finalized in 2003. Tierra will submit
required feasibility reports separately. In addition, the OEPA has approved certain work, including the remediation
of specific sites within the former Painesville Works area and work associated with the development plans
discussed below (the “Remediation Work”). The Remediation Work has begun. As the OEPA approves additional
projects for the site of the former Painesville Works, additional amounts will need to be reserved.
Over ten years ago, the former Painesville Works site was proposed for listing on the national Priority List under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”);
however, the EPA has stated that the site will not be listed so long as it is satisfactorily addressed pursuant to the
Director’s Order and OEPA’s programs. As of the date of issuance of these financial statements, the site has not
been listed. YPF Holdings Inc. has reserved a total of 8 as of December 31, 2009 for its estimated share of the cost
to perform the RIFS, the remediation work and other operation and maintenance activities at this site. The scope
and nature of any further investigation or remediation that may be required cannot be determined at this time;
however, as the RIFS progresses, YPF Holdings Inc. will continuously assess the condition of the Painesville’s
plants works site and make any required changes, including additions, to its reserve as may be necessary.
Third Party Sites. Pursuant to settlement agreements with the Port of Houston Authority and other parties, Tierra
and Maxus are participating (on behalf of Chemicals) in the remediation of property required Chemicals’ former
Greens Bayou facility where DDT and certain other chemicals were manufactured. Additionally, the parties have
reached an agreement with the Federal and State Natural Resources Trustees concerning natural resources
damages, which could require future additional contributions. As of December 31, 2009, YPF Holdings Inc. has
F - 31
reserved 32 for its estimated share of future remediation activities associated with the Greens Bayou facility.
Although the primary work was completed in 2009, some follow-up activities and operation and maintenance
remain pending.
In June 2005, the EPA designated Maxus as a PRP at the Milwaukee Solvay Coke & Gas site in Milwaukee,
Wisconsin. The basis for this designation is Maxus alleged status as the successor to Pickands Mather & Co. and
Milwaukee Solvay Coke Co., companies that the EPA has asserted are former owners or operators of such site.
Preliminary works in connection with the RIFS of this site commenced in the second half of 2006. YPF Holdings
Inc. has reserved 10 as of December 31, 2009 for its estimated share of the costs of the RIFS. YPF Holdings Inc.
lacks sufficient information to determine additional costs, if any; it might have in respect of this site.
Maxus has agreed to defend Occidental, as successor to Chemicals, in respect of the Malone Services Company
Superfund site in Galveston County, Texas. This site is a former waste disposal site where Chemicals is alleged to
have sent waste products prior to September 1986. It is subject of enforcement activities by the EPA. Although
Occidental is one of many PRPs that have been identified and have agreed to an AOC, Tierra (which is handling
this matter on behalf of Maxus) presently believes the degree of Occidental’s alleged involvement as successor to
Chemicals is relatively small. Chemicals has also been designated as a PRP with respect to a number of third party
sites where hazardous substances from Chemicals’ plant operations allegedly were disposed or have come to be
located. At several of these, Chemicals has no known vinculation. Although PRPs are typically jointly and
severally liable for the cost of investigations, cleanups and other response costs, each has the right of contribution
from other PRPs and, as a practical matter, cost sharing by PRPs is usually effected by agreement among them. As
of December 31, 2009, YPF Holdings Inc. has reserved approximately 2 in connection with its estimated share of
costs related to certain sites and the ultimate cost of other sites cannot be estimated at the present time.
Black Lung Benefits Act Liabilities. The Black Lung Benefits Act provides monetary and medical benefits to
miners disabled with a lung disease, and also provides benefits to the dependents of deceased miners if black lung
disease caused or contributed to the miner’s death. As a result of the operations of its coal-mining subsidiaries,
YPF Holdings Inc. is required to provide insurance of this benefit to former employees and their dependents. As of
December 31, 2009, YPF Holdings Inc. has reserved 32 in connection with its estimate of these obligations.
Legal Proceedings. In 2001, the Texas State Controller assessed Maxus approximately US$ 1 million in Texas
state sales taxes for the period of September 1, 1995 through December 31, 1998, plus penalty and interest. In
August 2004, the administrative law judge issued a decision affirming approximately US$ 1 million of such
assessment, plus penalty and interest. YPF Holdings Inc. believes the decision is erroneous, but has paid the
revised tax assessment, penalty and interest (a total of approximately US$ 2 million) under protest. Maxus filed a
suit in Texas state court in December 2004 challenging the administrative decision. The matter will be reviewed
by a trial de novo in the court action.
In 2002, Occidental sued Maxus and Tierra in state court in Dallas, Texas seeking a declaration that Maxus and
Tierra have the obligation under the agreement pursuant to which Maxus sold Chemicals to Occidental to defend
and indemnify Occidental from and against certain historical obligations of Chemicals, including claims related to
“Agent Orange” and Vinyl Chloride Monomer (“VCM”), notwithstanding the fact that said agreement contains a
12-year cut-off for defense and indemnity obligations with respect to most litigation. Tierra was dismissed as a
party, and the matter was tried in May 2006. The trial court decided that the 12-year cut-off period did not apply
and entered judgment against Maxus. This decision was affirmed by the Court of Appeals in February 2008.
Maxus has petitioned the Supreme Court of Texas for review. This lawsuit was denied. This decision will require
Maxus to accept responsibility of various matters which it has refused indemnification since 1998 which could
result in the incurrence of costs in addition to YPF Holdings Inc.’s current reserves for this matter. In March 2009,
Maxus paid US$ 15 million to Occidental, and remains in discussions with Occidental regarding additional costs.
As of December 31, 2009 YPF Holdings Inc. has reserved approximately 1 in respect to this matter.
In March 2005, Maxus agreed to defend Occidental, as successor to Chemicals, in respect of an action seeking the
contribution of costs incurred in connection with the remediation of the Turtle Bayou waste disposal site in Liberty
County, Texas. The plaintiffs alleged that certain wastes attributable to Chemicals found their way to the Turtle
Bayou site. Trial for this matter was bifurcated, and in the liability phase Occidental and other parties were found
severally, and not jointly, liable for waste products disposed of at this site. Trial in the allocation phase of this
matter was completed in the second quarter of 2007, and pursuant to the court decision, Maxus must pay on behalf
of Occidental 15.96% of those costs incurred by one of the plaintiffs. That decision was appealed, and the parties
are awaiting the court’s decision. As of December 31, 2009, YPF Holdings Inc. has reserved 14 in respect of this
matter.
F - 32
YPF Holdings Inc., including its subsidiaries, is a party to various other lawsuits and environmental situations, the
outcomes of which are not expected to have a material adverse effect on YPF’s financial condition or its future
results of operations. YPF Holdings Inc. reserves legal contingences and environmental situations that are
probable and can be reasonably estimated.
• Tax claims:
The Company has received several claims from the Administración Federal de Ingresos Públicos (“AFIP”) and
from provincial and municipal fiscal authorities, which are not individually significant, and which have been
reserved based on the best information available as of the date of the issuance of these financial statements.
Additionally, YPF’s Management, in consultation with its external counsels, believes that the following contingencies and
claims, individually significant, have possible outcome:
• Asociación Superficiarios de la Patagonia (“ASSUPA”): In August 2003, ASSUPA sued 18 companies operating
exploitation concessions and exploration permits in the Neuquén Basin, YPF being one of them, claiming the
remediation of the general environmental damage purportedly caused in the execution of such activities, and
subsidiary constitution of an environmental restoration fund and the implementation of measures to prevent
environmental damages in the future. The plaintiff requested that the Argentine Government, the Federal
Environmental Council (“Consejo Federal de Medio Ambiente”), the provinces of Buenos Aires, La Pampa,
Neuquén, Río Negro and Mendoza and the Ombudsman of the Nation be summoned. It requested, as a preliminary
injunction, that the defendants refrain from carrying out activities affecting the environment. Both the
Ombudsman’s summon as well as the requested preliminary injunction were rejected by the CSJN. YPF has
answered the demand requesting its rejection, opposing failure of the plaintiff and requiring the summon of the
Argentine Government, due to its obligation to indemnify YPF for events and claims previous to January 1, 1991,
according to Law No. 24,145 and Decree No. 546/1993. The CSJN gave the plaintiffs a term to correct the defects
of the complaint. On August 26, 2008, the CSJN decided that such defects had already been corrected and on
February 23, 2009, ordered that certain provinces, the Argentine Government and the Federal Environmental
Council be summoned. Therefore, pending issues were deferred until third parties become involved.
• Dock Sud environmental claims: A group of neighbors of Dock Sud, Province of Buenos Aires, have sued 44
companies, among which YPF is included, the Argentine Government, the Province of Buenos Aires, the City of
Buenos Aires and 14 municipalities, before the CSJN, seeking the remediation and the indemnification of the
environmental collective damage produced in the basin of the Matanza and Riachuelo rivers. Additionally, another
group of neighbors of the Dock Sud area, have filed two other environmental lawsuits, one of them desisted in
relation to YPF, claiming several companies located in that area, among which YPF is included, the Province of
Buenos Aires and several municipalities, for the remediation and the indemnification of the environmental
collective damage of the Dock Sud area and for the individual damage they claim to have suffered. At the
moment, it is not possible to reasonably estimate the outcome of these claims, as long as, if applicable, the
corresponding legal fees and expenses that might result. YPF has the right of indemnity by the Argentine
Government for events and claims previous to January 1, 1991, according to Law No. 24,145 and Decree
No. 546/1993.
By means of sentence dated July 8, 2008, the CSJN:
(i) Determined that the Basin Authority (Law No. 26,168) should be in charge of the execution of the program
of environmental remediation of the basin, being the Argentine Government, the Province of Buenos Aires
and the City of Buenos Aires responsible of its development; delegated in the Federal Court of First Instance
of Quilmes the knowledge of all the matters concerning the execution of the remediation and reparation;
declared that all the litigations related to the execution of the remediation plan will accumulate and will
proceed before this court and established that this process produces that other collective actions that have for
object the environmental remediation of the basin be dismissed (“littispendentia”);
(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.
• 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, including those of the refinery) or, if clean-up is impossible, indemnification for
environmental and personal damages. The plaintiff has quantified damages in 52 or an amount to be determined
from evidence produced during the proceeding. YPF believes that most damages that are alleged by the plaintiff,
might be attributable to events that occurred prior to 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.
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The Court has accepted the summon of the Argentine Government in this matter. Notwithstanding the foresaid, the
possibility of YPF being asked to afford these liabilities is not discarded, in which case the Argentine Government
must be asked to reimburse the remediation expenses for liabilities existing prior to January 1, 1991. In addition,
the claim partially overlaps with the request made by a group of neighbors of La Plata Refinery on June 29, 1999,
described in the first paragraph of “La Plata and Quilmes environmental claims”. Accordingly, YPF considers that
the cases should be partially consolidated to the extent that the claims overlap. Regarding claims not consolidated,
information and documents in order to answer the claim are being collected, and for the time being, it is not
possible to reasonably estimate the outcome, as long as, if applicable, estimate the corresponding legal fees and
expenses that might result. The contamination that may exist could derive from countless sources, including from
disposal of waste over many years by other industrial facilities and ships.
Additionally, YPF is aware of an action that has not been served yet, in which the plaintiff requests the clean-up of
the channel adjacent to the La Plata Refinery, the Río Santiago, and other sectors near the coast line, and, if such
remediation is not possible, an indemnification of 500 or an amount to be determined from evidence produced in
discovery. The claim partially overlaps with the requests made by a group of neighbors of La Plata Refinery on
June 29, 1999, described in the first paragraph of “La Plata and Quilmes environmental claims”, and with the
complaint served on June 6, 2007, mentioned in the previous paragraph. Accordingly, YPF considers that if it is
served in this proceeding or any other proceeding related to the same subject matters, the cases should be
consolidated to the extent that the claims overlap. With respect to claims not consolidated, for the time being, it is
not possible to reasonably estimate the monetary outcome, as long as, if applicable, estimate the corresponding
legal fees and expenses that might result. Additionally, YPF believes that most damages alleged by the plaintiff, if
proved, might be attributable to events that occurred prior to YPF’s privatization and would therefore be the
responsibility of the Argentine Government in accordance with the Privatization Law concerning YPF.
• EDF International S.A. (“EDF”) claim: EDF had initiated an international arbitration proceeding under the
Arbitration Regulations of the International Chamber of Commerce (“ICC”) 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 were 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 both challenged the arbitral decision before the Argentine justice.
On April 22, 2008, the Federal Court of Appeals on Commercial Matters declared that the appeal filed with by
YPF has suspension effects on the arbitral decision. Nevertheless, EDF sought the enforcement of the arbitral
decision before the Court of the District of Delaware, United States, which was rejected by the Company. The
mentioned enforcement has been rejected by the First Instance Court. The Court of Appeals of United States
partially overturned such decision and ordered the suspension of proceedings until the conclusion of the Argentine
annulment proceedings, as required by YPF. Additionally YPF has been notified of the enforcement proceedings
EDF has commenced in Paris, France.
On December 9, 2009, the Court of Appeals on Commercial Matters declared the arbitral award void with regard
to the payment imposed to Endesa Internacional S.A. and YPF in favor of EDF as well as the payment imposed to
EDF in favor of Endesa Internacional S.A. and YPF. On February 8, 2010, the Company was notified of the
extraordinary appeal filed by EDF against the decision of the Court of Appeals on Commercial Matters. The
Supreme Court has rejected EDF’s extraordinary appeal and, consequently, EDF has presented a complaint appeal.
• 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 the Province of Río Negro, concerning compliance with
certain obligations assumed as production concessionaire of the areas Barranca de los Loros, Bajo del Piche, El
Medanito and Los Caldenes, all of them located in the Province of Río Negro. The resolution provides that YPF,
among others, has not complied with certain obligations as production concessionaire and claims for damages to
the environment.
Considering the previous paragraph and the dispositions of the Law No. 17,319 (Law of Hydrocarbons), YPF was
requested to submit its discharge at risk of termination of the mentioned concessions. However, the mentioned
Law grants the concessionaire and/or licensee the right, prior to termination of the concession, to cure a
contractual breach within a certain period of time after receiving notice thereof. In this order, on May 29, 2008,
YPF filed a request for nullification of the Resolution No. 433/2008, since this resolution fail to grant YPF the
mentioned right. Additionally, on June 13, 2008, YPF submitted a response, denying the mentioned charges. On
November 12, 2008, the Ministry of Production ordered the initiation of the evidence production period. On
F - 34
November 28, 2008, YPF requested the production of certain evidence and the appointment of a technical expert.
As of the issuance date of these financial statements, YPF has argued certain aspects related with the production of
evidence. On May 12, 2009, the Company was notified of the issuance of Resolution No. 31/09, ordering a time
extension in the evidence production period. On December 1, 2009, YPF filed with the requested documentary
evidence and stated that certain aspects related to the evidence production period are still pending.
• Claims related to the gas market and others:
In addition to the information described under the title “Natural gas market” in this note, and in relation to the
existence of clients with whom YPF has commitments to deliver natural gas which, as a result of the Restrictions,
the Company has been forced to suspend totally or partially the corresponding deliveries, invoking the existence of
force majeure or fortuitous event, and which constitute in some cases contingencies with possible outcome, the
Company is also involved in the following litigations related to the natural gas market:
• Arbitration process initiated by Transportadora de Gas del Mercosur S.A. (“TGM”): YPF was notified of an
arbitration process brought by TGM against YPF before the ICC, claiming unpaid and outstanding invoices in an
approximate amount of US$ 10 million plus interest, in connection with the payments of the invoices established
in the natural gas transportation contract entered into in September 1998 between YPF and TGM, associated with
the natural gas export contract entered into by YPF and AESU previously mentioned. On April 8, 2009, YPF
requested the rejection of this claim and counterclaimed asking for the termination of the natural gas transportation
contract, based on the termination promoted by AESU and Companhía de Gás do Estado do Río Grande do Sul
(“Sulgás”) of the natural gas export contract. Additionally, YPF registered a request for arbitration at the ICC
against TGM, amongst others. TGM answered the arbitral complaint by requesting the rejection of all YPF claims
and filed a counterclaim against YPF asking the arbitral tribunal: i) that YPF indemnifies TGM for all of the
present and future damages derived from the termination of the natural gas transportation contract and the
agreement entered into between the parties on October 2, 1998, by which YPF had agreed to pay TGM non-
capitalizable irrevocable contributions as a compensation for the extension of the natural gas pipeline Proyecto
Uruguayana; and ii) that AESU / Sulgás be severally obliged to indemnify TGM for all the damages caused to
TGM derived from the termination of the natural gas supply contract, in case AESU or Sulgas are declared
responsible for that termination. Additionally, on July 10, 2009, TGM increased the amounts of its claim to US$
17 million and claimed an additional amount of US$ 366 million as lost profit, a claim for which YPF believes it
would not be responsible. YPF rejected TGM’s arguments. As of the date of the issuance of these financial
statements, the Arbitration Tribunal has been constituted. The parties agreed on the Terms of Reference in
coordination with the Arbitration Tribunal. On June 10, 2010, YPF submitted its arguments on procedural grounds
before the Arbitration Tribunal and requested the Arbitration Tribunal to determine that it was not competent to
hear this claim. In case such motion is rejected, YPF has requested the Arbitration Tribunal to suspend this
arbitration until the ongoing arbitration with TGM, AESU and Sulgás is solved.
• Administrative presentation against Transportadora de Gas del Norte S.A. (“TGN”): On April 8, 2009, YPF filed
a complaint against TGN before the ENARGAS, seeking the termination of the natural gas transportation contract
with that company to transport natural gas associated with the natural gas export contract entered with AESU and
other parties. The termination of the contract with TGN is based on: (a) the impossibility of YPF to use and of
TGN to render the natural gas transportation service due to the conjunction of (i) the termination of the natural gas
contract with Sulgás/AESU and (ii) the legal impossibility of assigning the transportation contract to other parties
under current regulatory framework, (b) the legal impossibility of TGN to render the transportation service on a
firm basis according to the terms of the contract as a consequence of certain changes in the regulatory framework
since 2004, and (c) the Hardship Provision (teoría de la imprevisión) as defined under Argentine law, upon the
existence of extraordinary events which caused an excessive burden.
• 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
F - 35
undertaken pursuant to the provisions of Section 30 of the Antitrust Law. On January 15, 2007, Antitrust Board
charged YPF and eight other producers with violations of the Antitrust Law. YPF has contested the complaint on
the basis that no violation of the law took place and that the charges are barred by the applicable statute of
limitations, and has presented evidence in support of its position. On June 22, 2007, YPF presented to the Antitrust
Board, without acknowledging any conduct in violation of the Antitrust Law, a commitment consistent with Art.
36 of the Antitrust Law, requiring to the Antitrust Board to approve the commitment, to suspend the investigation
and to file the proceedings. On December 14, 2007, the Antitrust Board decided to transfer the motion to the Court
of Appeals as a consequence of the appeal presented by YPF against the rejection of the application of the statute
of limitations.
In addition, YPF is subject to other claims before the Antitrust Board which are related to alleged price
discrimination in sale of fuels. Management based on the evidence available to date and upon the opinion of its
legal advisors, has considered them to be possible contingencies.
• Users and Consumers’ association claim: the “Users and Consumers Association” (Unión de Usuarios y
Consumidores) claimed originally against Repsol YPF (then extending its claim to YPF) the reimbursement of the
overprice allegedly charged to bottled LPG consumers between 1993 and 2001. The claim is for an unspecified
sum, amounting to 91 in the period 1993 to 1997 (this sum, brought up-to-date would be approximately 304),
together with an undetermined amount for the period 1997 to 2001. The Company claimed the application of the
statute of limitations (as well as other defenses) since, at the date of the extension of the claim, the two-year limit
had already elapsed. Notwithstanding, on August 6, 2009, the evidence production period commenced and the
evidence is now being produced.
• Compañía Mega claim: Compañía Mega has claimed YPF for cutbacks in natural gas supply pursuant to their
respective sales contract. YPF affirmed that the deliveries of natural gas to Mega were affected by the interference
of the Argentine Government. Besides, YPF would not have any responsibility based on the events of force
majeure and fortuitous case. Despite the fact that the Company has material arguments of defense, taking into
account the characteristics of the claims, they have been considered as possible contingencies.
• Pluspetrol Energy S.A. contractual obligations: Pluspetrol Energy S.A. (“Pluspetrol”) and Gas Atacama
Generación S.A. (“Gas Atacama”) had reached an agreement through which, in case that Pluspetrol could not
fulfill its natural gas delivery obligations, it would indemnify Gas Atacama. This agreement would come into
effect once ratified by the Secretariat of Energy. However, in March 10, 2008, the Ministry of Economy and
Production issued Resolution No. 127/2008, by which natural gas export withholding rate was increased,
significantly changing the commercial terms of the aforementioned agreement. Consequently, Pluspetrol informed
Gas Atacama and the Secretariat of Energy its intention to terminate the aforementioned agreement. As a result,
the parties initiated conversations in order to consider the new regulatory framework and reached a new agreement
with a cap to the compensation Pluspetrol must pay to Gas Atacama in case it fails to deliver the committed
volumes.
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 as of the date of issuance of these financial statements, has considered them to be possible
contingencies.
b) Environmental liabilities:
• YPF is subject to various provincial and national laws and regulations relating to the protection of the environment. These laws
and regulations may, among other things, impose liability on companies for the cost of pollution clean-up and environmental
damages resulting from operations. Management believes that the Company’s operations are in substantial compliance with
Argentine laws and regulations currently in force relating to the protection of the environment, as such laws have historically
been interpreted and enforced.
However, the Company is periodically conducting new studies to increase its knowledge concerning the environmental situation
in certain geographic areas where the Company operates in order to establish their status, causes and necessary remediation and,
based on the aging of the environmental issue, to analyze the possible responsibility of Argentine Government, in accordance
with the contingencies assumed by the Argentine Government for liabilities existing prior to December 31, 1990. Until these
studies are completed and evaluated, the Company cannot estimate what additional costs, if any, will be required. However, it is
possible that other works, including provisional remedial measures, may be required.
F - 36
In addition to the hydrocarbon wells abandonment legal obligations for 4,254 as of December 31, 2009, the Company has
reserved 464 corresponding to environmental remediation, which evaluations and/or remediation works are probable, significant
and can also be reasonably estimated, based on the Company’s existing remediation program. Legislative changes, on individual
costs and/or technologies may cause a re-evaluation of the estimates. The Company cannot predict what environmental
legislation or regulation will be enacted in the future or how future laws or regulations will be administered. In the long-term,
this potential changes and ongoing studies could materially affect future results of operations.
c) Contractual commitments and regulatory requirements:
• Contractual commitments: The Company has signed contracts by means of which it has committed to buy certain products and
services, and to sell natural gas, liquefied petroleum gas and other products. Some of the mentioned contracts include penalty
clauses that stipulate compensations for a breach of the obligation to receive, deliver or transport the product object of the
contract. In particular, the Company has renegotiated certain natural gas export contracts, and has agreed certain limited
compensations in case of any delivery interruption and/or suspension, for any reason, except for physical force majeure event.
The estimated losses for contracts in progress, if any, considering the compensations mentioned above, are charged to the
income of the year in which are identified.
• Natural gas regulatory requirements: In addition to the regulations that affect the natural gas market mentioned in “Natural gas
market” (Note 10.a), on June 14, 2007, Resolution No. 599/2007 of the Secretariat of Energy was published in the Official
Gazette (the “Resolution”). This Resolution approved an agreement with natural gas producers regarding the natural gas supply
to the domestic market during the period 2007 through 2011 (the “Agreement 2007-2011”). The purpose of this Agreement
2007-2011 is to guarantee the normal supply of the natural gas domestic market during the period 2007 through 2011,
considering the domestic market demand registered during 2006 plus the growth of residential and small commercial customer’s
consumption (the “Priority Demand”).
• According to the Resolution, the producers that have signed the Agreement 2007-2011 commit to supply a part of the Priority
•
Demand according to certain percentage determined for each producer based upon its share of production for the 36 months
period prior to April 2004. In case of shortage to supply Priority Demand, natural gas exports of producers that did not sign the
Agreement 2007-2011 will be the first to be called upon in order to satisfy such mentioned shortage. The Agreement 2007-2011
also establishes terms of effectiveness and pricing provisions for the Priority Demand consumption. Considering that the
Resolution anticipates the continuity of the regulatory mechanisms that affect the exports, YPF has appealed the Resolution and
has expressly stated that the execution of the Agreement 2007-2011 does not mean any recognition by YPF of the validity of
that Resolution. On June 22, 2007, the National Direction of Hydrocarbons notified that the Agreement 2007-2011 reached the
sufficient level of subscription.
Liquid hydrocarbons regulatory requirements: Resolution No. 1,679/04 of the Secretariat of Energy reinstalled the registry of
diesel and crude oil export transactions created by Executive Decree No. 645/02, and mandated that producers, sellers, refining
companies and any other market agent that wishes to export diesel or crude oil to register such transaction and to demonstrate
that domestic demand has been satisfied and that they have offered the product to be exported to the domestic market. In
addition, Resolution No. 1,338/06 of the Secretariat of Energy added other petroleum products to the registration regime created
by Executive Decree No. 645/02, including gasoline, fuel oil and its derivatives, diesel, aviation fuel, asphalts, certain
petrochemicals and certain lubricants. Resolution No. 715/07 of the Secretariat of Energy empowered the National Refining and
Marketing Director to determine the amounts of diesel to be imported by each company, in specific periods of the year, to
compensate exports of products included under the regime of Resolution No. 1,679/04; the fulfillment of this obligation to
import diesel is necessary to obtain authorization to export the products included under Decree No. 645/02. In addition,
Resolution No. 25/06 of the Secretariat of Domestic Commerce, issued within the framework of Law No. 20,680, imposes on
each Argentine refining company the obligation to supply all reasonable diesel fuel demand, by supplying certain minimum
volumes (which at least should be volumes supplied the year before plus the positive correlation between diesel demand and
GDP accumulated from the month reference). The mentioned commercialization should be done without altering or affecting
the normal operation of the diesel market.
Additionally, Rule 168/04 requires companies intending to export LPG to first obtain an authorization from the Secretariat of
Energy, by demonstrating that local demand was satisfied or that an offer to sell LPG to local demand has been made and
rejected.
In January 2008, the Secretariat of Domestic Commerce issued Resolution No.14/2008, whereby the refining companies were
instructed to optimize their production in order to obtain maximum volumes according to their capacity.
Other regulatory requirements: In connection with certain natural gas export contracts from the Noroeste basin in Argentina,
YPF presented to the Secretariat of Energy the accreditation of the existence of natural gas reserves of that basin in adherence to
export permits. In case the Secretariat of Energy considers that the natural gas reserves are insufficient, it could resolve the
expiration or partial or total suspension of one or several export permits. The Secretariat of Energy limited preventively the
exportable volumes of natural gas in a 20% by Note No. 1,009/2006. All of this is connected with the export authorization given
by Resolution No. 167/1997 of the Secretariat of Energy (80% of the maximum exportable quantities still remain).
F - 37
During 2005, the Secretariat of Energy by means of Resolution No. 785/2005 modified by Resolution No. 266/2008 of the
Ministry of Federal Planning, Public Investment and Services, created the National Program of Hydrocarbons and its derivatives
Warehousing Aerial Tank Loss Control, measure aimed at reducing and correcting environmental pollution caused by
hydrocarbons and its derivatives warehousing-aerial tanks. The Company has begun to develop and implement a technical and
environmental audit plan as required by the resolution.
• Agreements for the extension of concessions:
(i)
Agreement with the Argentine Government and the Province of Neuquén of the year 2000: 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 and until November 2027 the concession for the exploitation of Loma La Lata – Sierra Barrosa
area granted to YPF. The extension was granted under the terms and conditions of the Extension Agreement executed
between the Argentine Government, the Province of Neuquén and YPF on December 5, 2000. Under this agreement, YPF
paid US$ 300 million to the Argentine Government for the extension of the concession mentioned above, which were
recorded in “Fixed Assets” on the balance sheet and committed, among other things, to define a disbursement and
investment program of US$ 8,000 million in the Province of Neuquén from 2000 to 2017 and to pay to the Province of
Neuquén 5% of the net cash flows arising out of the concession during each year of the extension term. The previously
mentioned commitments have been affected by the changes in economic rules established by Public Emergency and
Exchange System Reform Law No. 25,561.
(ii) Agreement with the Province of Neuquén of the year 2008: In September, 2008, YPF entered into a Memorandum of
Agreement (hereinafter, the “Memorandum of Agreement”) with the Province of Neuquén, to extend for ten additional
years until November, 2027 the term of eight production concessions: Cerro Bandera, Señal Cerro Bayo, Chihuido de la
Sierra Negra, El Portón, Filo Morado, Octógono, Señal Picada – Punta Barda and Puesto Hernández. Provincial Act
No. 2,615 approved the Memorandum of Agreement, which was enacted by Provincial Executive Decree No. 1,830/2008.
YPF undertook the following commitments upon the execution of the Memorandum of Agreement: i) to make, on the date
specified in the Memorandum of Agreement, initial payments of US$ 175 million; ii) to pay in cash to the Province an
“Extraordinary Production Royalty” of 3% of the production of the areas involved in the Memorandum of Agreement. In
addition, the parties agreed to make additional adjustments of up to an additional 3% in the event of an extraordinary
income according to a mechanism and reference values established in the Memorandum of Agreement; iii) to carry out
exploration activities in the remaining exploration areas and make certain investments and expenditures in a total amount
of US$ 3,200 million; and iv) to make “Corporate Social Responsibility” contributions to the Province of Neuquén in an
amount of US$ 20 million, which will be made effective in the years 2008, 2009 and 2010.
(iii) Agreements with the Province of Neuquén of the year 2009:
• Aguada Pichana and San Roque: YPF, together with Total Austral S.A., Pan American Energy LLC Sucursal
Argentina (“PAE”) and Wintershall Energía S.A. entered into a Memorandum of Agreement with the province of
Neuquén, to extend until the year 2027 the term of Aguada Pichana and San Roque Concessions (the
“Memorandum of Agreement AP and SR”).
The aforementioned companies undertook the following commitments: i) to make a total initial payment of US$
88 million, paying each company on a pro rata basis based on its working interest in the area (US$ 26 million for
YPF); ii) to pay in cash to the province an “Extraordinary Production Royalty” of 3% of the production of the
areas involved in the Memorandum of Agreement AP and SR. In addition, the parties agreed to make adjustments
of up to an additional 3% in the event of extraordinary income according to a mechanism established in the
Memorandum of Agreement AP and SR; iii) to carry out exploration activities in the remaining exploration areas
and make certain investments and expenditures in a total amount of US$ 883 million; and iv) to make “Corporate
Social Responsibility” contributions to the Province of Neuquén in an amount of US$ 10 million (US$ 3 million
based on YPF’s interest). Payments will be made effective in monthly installments, according to the Memorandum
Agreement AP and SR.
• Lindero Atravesado: In May 2009, YPF, jointly with PAE, entered into a memorandum of agreement with the
Province of Neuquén to extend until the year 2026 the term of Lindero Atravesado Concession (the
“Memorandum of Agreement LA”). In June 2009, the Memorandum of Agreement LA was approved by all
parties, which agreed to the following: i) to make a total initial payment of US$ 8 million, paying each company
on a pro rata basis based on its working interest in the area (US$ 3 million for YPF); ii) to pay in cash to the
Province an “Extraordinary Production Royalty” of 3% of the production of the areas involved. In addition, the
parties agreed to make adjustments of up to an additional 3% in the event of an extraordinary income according to
a mechanism established in the Memorandum of Agreement LA; iii) to carry out exploration activities in the
remaining exploration areas and make certain investments and expenditures in a total amount of US$ 132 million
through 2026; and iv) to make “Corporate Social Responsibility” contributions to the Province of Neuquén in an
amount of US$ 1 million (US$ 0.3 million based on YPF’s interest).
F - 38
d) Operating leases:
As of December 31, 2009, 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 years ended
December 31, 2009, 2008 and 2007, amounted to 531, 466 and 396, respectively.
As of December 31, 2009, estimated future payments related to these contracts are as follows:
Within 1
year
From 1 to 2
years
From 2 to 3
years
From 3 to 4
years
From 4 to 5
years
More than 5
years
Estimated future payments....................................
578
384
274
65
36
180
11. RESTRICTIONS ON UNAPPROPRIATED RETAINED EARNINGS
In accordance with the provisions of Law No. 19,550, 5% of net income for each fiscal year has to be appropriated to the legal reserve
until such reserve reaches 20% of the Company’s capital (subscribed capital plus adjustment to contributions). As of December 31,
2009, the legal reserve has reached the 20% of the Social Capital amounting to 2,243.
Under Law No. 25,063, dividends distributed, either in cash or in kind, in excess of accumulated taxable income as of the end of the
year immediately preceding the dividend payment or distribution date, shall be subject to a 35% income tax withholding as a sole and
final payment, except for those distributed to shareholders resident in countries benefited from treaties for the avoidance of double
taxation, which will be subject to a minor tax rate.
12. MAIN CHANGES IN COMPANIES COMPRISING THE YPF GROUP
During the year ended December 31, 2007:
• YPF acquired an additional 18% interest in Oleoducto Trasandino (Argentina) S.A., an 18% interest in Oleoducto
Trasandino (Chile) S.A. and an 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.
13. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE
COMPANY AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in accordance with Argentine GAAP, which differs in certain respects from
generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The differences between Argentine GAAP and U.S. GAAP are reflected in the amounts provided in Notes 14 and 15 and principally
relate to the items discussed in the following paragraphs:
a.
Functional and reporting currency
Under Argentine GAAP, financial statements are presented in constant Argentine pesos (“reporting currency”), as mentioned in Note
1. Foreign currency transactions are recorded in Argentine pesos by applying to the foreign currency amount the exchange rate
between the reporting and the foreign currency at the date of the transaction. Exchange rate differences arising on monetary items in
foreign currency are recognized in the income statement of each year.
Under U.S. GAAP, a definition of the functional currency is required, which may differ from the reporting currency. Management has
determined for YPF and certain of its subsidiaries and investees the U.S. dollar as its functional currency in accordance with the
Accounting Standard Codification (“ASC”) No. 830, “Foreign Currency translation” (“ASC No. 830”). Therefore, the Company has
remeasured into U.S. dollars its financial statements and the financial statements of the mentioned subsidiaries and investees as of
December 31, 2009, 2008 and 2007, prepared in accordance with Argentine GAAP by applying the procedures specified in ASC
No. 830. The objective of the remeasurement process is to produce the same results that would have been reported if the accounting
records had been kept in the functional currency. Accordingly, monetary assets and liabilities are remeasured at the balance sheet date
(current) exchange rate. Amounts carried at prices in past transactions are remeasured at the exchange rates in effect when the
transactions occurred. Revenues and expenses are remeasured on a monthly basis at the average rates of exchange in effect during the
period, except for consumption of nonmonetary assets, which are remeasured at the rates of exchange in effect when the respective
assets were acquired. Translation gains and losses on monetary assets and liabilities arising from the remeasurement are included in
the determination of net income (loss) in the period such gains and losses arise. For certain YPF’s subsidiary and investees,
Management has determined the Argentine peso as its functional currency. Translation adjustments resulting from the process of
translating the financial statements of the mentioned subsidiary and investees into U.S. dollars are not included in determining net
income and are reported in other comprehensive income (“OCI”) as a component of shareholders’ equity.
F - 39
The amounts obtained from the process referred to above are translated into Argentine pesos following the provisions of ASC
No. 830. Assets and liabilities were translated at the current selling exchange rate of Argentine pesos 3.80, 3.45 and 3.15 to US$ 1, as
of December 31, 2009, 2008 and 2007, respectively. Revenues, expenses, gains and losses reported in the income statement are
translated at the exchange rate existing at the time of each transaction or, if appropriate, at the weighted average of the exchange rates
during the period. Translation effects of exchange rate changes are included in OCI as a component of shareholders’ equity.
b.
Proportional consolidation
As discussed in Note 1, YPF has proportionally consolidated, net of intercompany transactions, assets, liabilities, revenues, income,
costs and expenses of investees in which joint control is held. Under U.S. GAAP these investees are accounted for by the equity
method. The mentioned proportional consolidation generated under Argentine GAAP an increase of 820, 648 and 486 in total assets
and total liabilities as of December 31, 2009, 2008 and 2007, respectively, and an increase of 1,433, 1,770 and 1,350 in net sales and
551, 681, and 690 in operating income for the years ended December 31, 2009, 2008 and 2007, respectively.
c.
Valuation of inventories
As described in Note 2.b, the Company values its inventories of refined products for sale, products in process of refining and
separation, crude oil and natural gas at replacement cost provided that does not exceed net realizable value. Under U.S. GAAP, these
inventories should be valued at the lower of cost or market, which is defined as replacement cost, provided that it does not exceed net
realizable value or is not less than net realizable value reduced by a normal profit margin. As the turnover ratio of inventories is high,
there have been no significant differences between inventories valued at replacement cost and at historical cost using first in first out
(“FIFO”) method for the years presented.
d.
Impairment of long-lived assets
Under Argentine GAAP, in order to perform the recoverability test, long-lived assets are grouped with other assets at business
segment level (see Note 8). With respect to long-lived assets that are held as pending for sale or disposal, the Company’s policy is to
record these assets at amounts that did not exceed net realizable value.
Under U.S. GAAP, until December 31, 2008, for proved oil and gas properties the Company performed the impairment test on an
individual field basis. From January 2009, the Company has reassessed its proved oil and gas properties’ grouping for impairment
purposes, as a consequence of certain regulatory developments that have been implemented in Argentina during recent periods that
have also affected its operation (Note 10.c). As a consequence of this reassessment from January 1, 2009, oil properties are grouped
into a unique cash generating unit and gas properties are grouped by basin, considering logistics restrictions. Impairment charges
recorded until December 31, 2008, has not been reversed, therefore, the modification in the long-lived asset grouping has not had any
effect in the operation results for the year ended December 31, 2009. Other long-lived assets are aggregated, so that the discrete cash
flows produced by each group of assets may be separately analyzed. Each asset is tested following the guidelines of ASC No. 360,
“Accounting for the Impairment of Long-Lived Assets”, by comparing the net book value of such an asset with the expected
undiscounted cash flow. If the book value exceeds the expected undiscounted cash flow, then the impairment losses are measured as
the amount by which the carrying amount of the assets exceeds the fair value of the assets. When market values are not available, the
Company estimates them using the expected future cash flows discounted at a rate commensurate with the risks associated with the
recovery of the assets.
There were no impairment charges under U.S. GAAP for the year ended December 31, 2009. Additional impairment charges under
U.S. GAAP amounted to 124 and 180 for the years ended December 31, 2008 and 2007, respectively, and were included as operating
income from continuing operations. The impairment recorded in years ended December 31, 2008 and 2007 was mainly the result of a
decrease in oil and gas reserves affecting certain long-lived assets of the YPF’s Exploration and Production Business Segment.
The adjusted basis of fixed assets book values after impairment charges results in lower depreciation under U.S. GAAP of 173, 119
and 132 for the years ended December 31, 2009, 2008 and 2007, respectively.
e.
Reorganization of entities under common control
Under Argentine GAAP, results on sales of noncurrent assets and the corresponding accounts receivable are recognized in the
statement of income and the balance sheet, respectively. Under U.S. GAAP, results on sales of noncurrent assets to entities under
common control (within the Repsol YPF Group) are eliminated and the corresponding accounts receivable are considered as a capital
(dividend) transaction.
During the year ended December 31, 2007, the Company collected the account receivables related with the reorganization of entities
under common control. Accordingly, no shareholders’ equity adjustment is required as of December 31, 2009, 2008 and 2007. Net
income reconciliation for the year ended December 31, 2007, include the elimination of interests accrued under Argentine GAAP in
relation with the mentioned account receivables, which should not be recognized under U.S. GAAP.
F - 40
f.
Pension Plans
As displayed in Note 2.e, YPF Holdings Inc. has non-contributory defined-benefit pension plans and postretirement and
postemployment benefits (“pension plans”).
Under Argentine GAAP, as of December 31, 2009, the Company fully recognized the underfunded status of pension plans as a
liability. The actuarial losses were charged to the “Other income (expense), net” account of the statement of income. Until
December 31, 2008, the unrecognized actuarial losses were deferred and recorded in the statement of income during the expected
average service period of the employees participating in the plans and the life expectancy of retired employees. The effect on net
income related to the change in the accounting recognition criteria for losses and gains due to changes in actuarial assumptions for the
years ended December 31, 2008 and 2007 is not material.
Under U.S. GAAP the Company adopted SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132 (R)” codified into ASC No. 320. Under provisions
of SFAS No. 158 the Company fully recognized the underfunded status of defined-benefit pension and postretirement plans as a
liability in the financial statements reducing the Company’s shareholders’ equity through Accumulated OCI account. Unrecognized
actuarial losses and gains are recognized in the statement of income during the expected average remaining service period of the
employees participating in the plans and the life expectancy of retired employees.
g.
Accounting for asset retirement obligations
ASC No. 410, “Accounting for Asset Retirement Obligations” (“ASC No. 410”), addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the associated asset retirement cost. The standard applies to
legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and
normal use of the asset. ASC No. 410 requires that the fair value of a liability for an asset retirement obligation be recognized in the
period in which it is incurred, if a reasonable estimate of fair value can be made. The asset retirement obligations liability is built up in
cash flow layers, with each layer being discounted using the discount rate as of the date that the layer was created. Measurement of the
entire obligation using current discount rates is not permitted. Each cash flow layer is added to the carrying amount of the associated
asset. This additional carrying amount is then depreciated over the life of the asset. The liability is increased due to the passage of time
based on the time value of money (“accretion expense”) until the obligation is settled. The activity with respect to retirement
obligations under US GAAP is detailed in Note 15.c.
Argentine GAAP is similar to ASC No. 410, except for a change in the discount rate which is treated as a change in estimates, so the
entire liability must be recalculated using the current discount rate, being the change added or reduced from the related asset.
h. Consolidation of variable interest entities—Interpretation of ARB No. 51
Under Argentine GAAP consolidation is based on having the votes necessary to control corporate decisions (Note 1). FIN 46R,
“Consolidation of Variable Interest Entities”, codified into ASC No. 810, clarifies the application of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, to certain entities in which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial
support from other parties. The interpretations explain how to identify variable interest entities and how an enterprise assesses its
interests in a variable interest entity to decide whether to consolidate that entity. They require existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved.
Until May, 2008, YPF had operations with one variable interest entity (“VIE”) which had been created in order to structure YPF’s
future deliveries of oil (“FOS transaction”).
YPF entered into a forward oil sale agreement that called for the future delivery of oil for the life of the contract. YPF was paid in
advance for the future delivery of oil. The price of the oil to be delivered was calculated using various factors, including the expected
future price and quality of the crude oil being delivered. The counterparty or assignee to the oil supply agreement was a VIE
incorporated in the Cayman Islands, which financed itself through the issuance of notes. The oil to be delivered under the supply
agreement was subsequently sold in the open market.
YPF was exposed to any change in the price of the crude oil it will deliver in the future under the outstanding FOS transaction. YPF’s
exposure derived from crude oil swap agreement under which YPF paid a fixed price with respect to the nominal amount of the crude
oil sold, and received the variable market price of such crude oil.
In May 2008, YPF delivered the last barrels committed under the FOS transaction; consequently the transaction and the swap
agreement expired. As of December 31, 2009 and 2008, no shareholder’s equity reconciliation adjustment is required.
The effect before taxes of such consolidation was an increase in the “Loans” account of 68, an increase of current assets of 24, the
elimination of “Net advances from crude oil purchasers” of 9 and a decrease in shareholders’ equity of 35 as of December 31, 2007.
F - 41
i.
Capitalization of financial expenses
Under Argentine GAAP, for those assets that necessarily take a substantial period of time to get ready for its intended use, borrowing
costs (including interest and exchange differences) should be capitalized. Accordingly, borrowing costs for those assets whose
construction period exceeds one year have been capitalized, provided that such capitalization does not exceed the amount of financial
expense recorded in that year.
Under US GAAP, interest expense on qualifying assets must be capitalized, regardless of the asset’s construction period.
The effect on net income and shareholders’ equity as of December 31, 2009, 2008 and 2007 is included in “Capitalization of financial
expenses” in the reconciliation in Note 14.
The adjusted basis of fixed assets results in higher depreciation under U.S. GAAP of 57, 47 and 41 for the years ended December 31,
2009, 2008 and 2007, respectively.
j.
SFAS No.141(R), “Business Combinations” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial
Statements — an amendment of ARB No. 51”, codified into ASC No. 810
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141(R)”) which requires
the recognition of assets acquired, liabilities assumed, and any noncontrolling interest in an acquiree at the acquisition date, measured
at their fair value as of that date, with limited exceptions. SFAS No. 141(R) changed the accounting treatment for certain specific
items and includes a substantial number of new disclosure requirements. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008. Since the Company has not been involved in any business combinations, the adoption of this standard had no
impact to the Company’s result of operations, financial position or cash flows.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an
Amendment of ARB No. 51” (“SFAS No. 160”), which establishes new accounting and reporting standards for noncontrolling interest
(minority interest) and for the deconsolidation of a subsidiary. SFAS No. 160 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. The adoption of this statement had no significant effect in the
Company’s results of operations, financial position or cash flows.
k.
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, codified into ASC No. 815
In March 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new
standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash
flows. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial
statements; how derivative instruments and related hedged items are accounted for under SFAS 133; and how derivative instruments
and related hedged items affect its financial position, financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. As the
Company has not any Derivative Instrument and Hedging Activities, this statement had no impact to the Company’s results of
operations, financial position or cash flows.
l.
SFAS No. 165, Subsequent Events, codified into ASC No. 855
In May 2009, the FASB issued SFAS No. 165, which establishes general standards of accounting for, and requires disclosure of,
events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company
adopted the provisions of SFAS No. 165 as of December 31, 2009. The adoption of SFAS No. 165 did not have a material effect on
the condensed consolidated financial statements.
m.
SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of SFAS No. 162”, codified into ASC No. 105
In June 2009, the FASB issued SFAS No. 168 which replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting
Principles” and establishes the FASB Accounting Standard Codification (“Codification”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity
with generally accepted accounting principles in the United States. SFAS No. 168 was prospectively effective for financial statements
issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS
No. 168 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however,
it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their
financial statements and in their significant accounting policies. The Company implemented the codification in this Report by
providing references to the codification topics alongside references to the corresponding standards.
F - 42
n. Modernization of Oil and Gas Reporting (Release Nos. 33-8995; 34-59192; FR-78)
On December 31, 2008, the SEC published the final rules and interpretations updating its oil and gas reporting requirements (“SEC
Final Rule”). Many of the revisions are updates to definitions in the existing oil and gas rules to make them consistent with the
petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was
developed by several industry organizations. Key revisions include changes to the pricing used to estimate reserves, the ability to
include non-traditional resources in reserves, the use of new technology for determining reserves, and permitting disclosure of
probable and possible reserves. The SEC required companies to comply with the amended disclosure requirements for registration
statements filed after January 1, 2010, and for annual reports for fiscal years ending on or after December 31, 2009. Early adoption
was not permitted. Additionally, in January 2010, the FASB issued ASU No. 2010-03, “Oil & Gas Reserves. Estimation and
Disclosures” in order to align the current estimation and disclosure requirements with the requirements in the SEC Final Rule. The
Company adopted the new requirements effective December 31, 2009. This adoption did not have a material impact on the
Company’s reported reserves evaluation, results of operations, financial position or cash flows.
14. RECONCILIATION OF NET INCOME AND SHAREHOLDERS’ EQUITY TO UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES
The following is a summary of the significant adjustments to net income for each of the years ended December 31, 2009, 2008 and
2007, and to shareholders’ equity as of December 31, 2009, 2008 and 2007, which would have been required if U.S. GAAP had been
applied instead of Argentine GAAP in the consolidated financial statements. Amounts are expressed in millions of Argentine pesos.
Net income according to Argentine GAAP .........................................................................................
Increase (decrease) due to:
Elimination of the inflation adjustment into Argentine constant pesos (Note 1 and 13.a)...................
Remeasurement into functional currency (Note 13.a)..........................................................................
Impairment of long-lived assets (Note 13.d)........................................................................................
Reorganization of entities under common control - Interest from accounts receivable (Note 13.e) ....
Pension Plans (Note 13.f) ....................................................................................................................
Asset Retirement Obligations (Note 13.g) ...........................................................................................
Consolidation of VIEs (Note 13.h) ......................................................................................................
Capitalization of financial expenses (Note 13.i) ..................................................................................
Deferred income tax (1) ........................................................................................................................
Net income in accordance with U.S. GAAP ..............................................................................
Shareholders’ equity according to Argentine GAAP...........................................................................
Increase (decrease) due to:
Elimination of the inflation adjustment into Argentine constant pesos (Note 1 and 13.a)...................
Remeasurement into functional currency and translation into reporting currency (Note 13.a) ...........
Impairment of long-lived assets (Note 13.d)........................................................................................
Pension plans (Note 13.f).....................................................................................................................
Asset Retirement Obligations (Note 13.g) ...........................................................................................
Consolidation of VIEs (Note 13.h) ......................................................................................................
Capitalization of financial expenses (Note 13.i) ..................................................................................
Deferred income tax (1) ........................................................................................................................
Shareholders’ equity in accordance with U.S. GAAP ................................................................
(1) Corresponds to the effect of Deferred Income Tax, if applicable, to U.S. GAAP adjustments.
2009
3,486
2008
3,640
537
(1,478)
173
(40)
(114)
—
725
(1,230)
(5)
— —
(79)
(55)
35
(41)
24
3,014
18,881 20,356
(17)
58
2,605
(2,941)
10,265
(498)
—
(203)
(3,478)
9,150
(613)
(1)
(79)
— —
199
197
14
(40)
25,717 25,492
2007
4,086
805
(1,513)
(48)
(15)
(21)
19
24
3
(15)
3,325
26,060
(4,203)
7,723
(554)
(65)
(17)
(35)
220
(62)
29,067
The summarized consolidated balance sheets as of December 31, 2009, 2008 and 2007, and consolidated statements of income and
cash flows for the years then ended, remeasured into U.S. dollar and translated into Argentine pesos under U.S. GAAP, after giving
effect to the adjustments detailed above and the elimination of the proportional consolidation performed under Argentine GAAP, are
presented only for the convenience of the readers and would be as follows:
F - 43
Summarized consolidated balance sheets
Current assets.......................................................................................................................................
Fixed assets..........................................................................................................................................
Other noncurrent assets .......................................................................................................................
Total assets.................................................................................................................................
2008
2009
11,129
9,653
32,781 31,954
2,644
46,544 44,251
2,634
2007
10,695
27,372
2,679
40,746
Current liabilities .................................................................................................................................
Noncurrent liabilities ...........................................................................................................................
Shareholders’ equity ............................................................................................................................
Total liabilities and shareholders’ equity ...................................................................................
8,957
11,870 10,900
7,859
25,717 25,492
46,544 44,251
5,719
5,960
29,067
40,746
Summarized consolidated statements of income
Net sales (1) ..........................................................................................................................................
Operating income (Note 15.a) .............................................................................................................
Net income...........................................................................................................................................
Earnings per share, basic and diluted...................................................................................................
(1) Sales are disclosed net of fuel transfer tax, turnover tax and hydrocarbon export
withholdings.
Summarized consolidated statements of cash flows
Net cash flow provided by operating activities....................................................................................
Net cash flow used in investing activities............................................................................................
Net cash flow used in financing activities ...........................................................................................
Increase (decrease) in cash and equivalents ...............................................................................
Cash and equivalents at the beginning of years ...................................................................................
Exchange differences from cash and equivalents ................................................................................
Cash and equivalents at the end of years....................................................................................
Cash and equivalents at the end of years are comprised as follows:
Cash .....................................................................................................................................................
Cash equivalents(1) ...............................................................................................................................
Cash and equivalents at the end of years (2) ...............................................................................
2009
2008
32,931 33,103
5,230
3,014
7.66
4,385
2,605
6.62
2007
27,746
5,176
3,325
8.45
2009
2008
9,303 13,497
(6,958)
(5,566)
(6,215)
(2,960)
324
610
43
977
777
977
54
1,808
2007
7,926
(6,112)
(2,035)
(221)
821
10
610
2009
563
1,245
1,808
2008
384
593
977
2007
193
417
610
Included in short-term investments in the consolidated balance sheets.
(1)
(2) Cash and equivalents from jointly controlled companies which are proportionally consolidated for Argentine GAAP purposes
are not included.
The principal financing and investing transactions not affecting cash and equivalents consisted in increases in assets related to
revisions in hydrocarbon well abandonment costs for the years ended December 31, 2009, 2008 and 2007 and the acquisitions during
the years ended December 31, 2009 and 2008, of mineral property in connection with the extension of certain production concessions
in the Province of Neuquén (Note 10.c.ii and iii), which is payable in installments through 2009 and 2010.
15. ADDITIONAL U.S. GAAP DISCLOSURES
a) Consolidated operating income
Under U.S. GAAP, costs charged to income for YPF Holdings environmental remediation, holding gains on inventories, impairment
of long-lived assets, operating income from jointly controlled companies proportionally consolidated, pending lawsuits and other
claims costs and other items which are not individually significant, would have been deducted from or added to operating income.
F - 44
b) Comprehensive income
Net income under U.S. GAAP as determined in Note 14 is approximately the same as comprehensive income as defined by ASC
No. 220, “Reporting Comprehensive Income” (“ASC 220”) for all periods presented, except for the effect in the years 2009, 2008 and
2007 of the variations of the following items. The items included in Accumulated other comprehensive income as of December 31,
2009, 2008 and 2007, are as follows:
Effect arising from the translation into reporting currency (1) ..............................................................
Pension plans (2) ...................................................................................................................................
Comprehensive income at the end of years ................................................................................
(1) Has no tax effect.
(2) Valuation allowance has been recorded to offset the recognized income tax effect.
2009
2008
20,532 18,046
(72)
20,491 17,974
(41)
2007
15,485
(208)
15,277
c) Assets retirement obligation
Under Argentine regulations, the Company has the obligation to incur costs related to the abandonment of hydrocarbon wells. The
Company does not have assets legally restricted for purposes of settling the obligation.
The reconciliation of the beginning and ending aggregate carrying amount of assets retirement obligation, translated into Argentine
pesos at the outstanding selling exchange rate at the end of each year and under US GAAP, is as follows:
Aggregate assets retirement obligation, beginning of year .....................................................................
Translation effect ....................................................................................................................................
Revision in estimated cash flows ............................................................................................................
Obligations incurred ...............................................................................................................................
Accretion expense...................................................................................................................................
Obligations settled ..................................................................................................................................
Aggregate assets retirement obligation, end of year ...............................................................................
2009
4,382
213
(667) (1)
156
397
(199)
4,282
2008
3,036
381
652
138
264
(89)
4,382
2007
2,441
83
314
67
197
(66)
3,036
(1) The effect is mainly attributable to the new timing estimation for the Company’s wells abandonment obligations taking into
consideration the extension of concessions.
d)
Fair Value Measurements
In September 2006, FASB issued SFAS No. 157, Fair Value Measurements codified into ASC No. 820, which became effective for
the Company on January 1, 2008. ASC No. 820 defines fair value, establishes a framework for measuring fair value and expands
disclosure requirements about fair value measurements. ASC No. 820 does not mandate any new fair-value measurements and is
applicable to assets and liabilities that are required to be recorded at fair value under other accounting pronouncements.
Implementation of this standard did not have a material effect on the Company’s results of operations or consolidated financial
position.
SFAS No. 157 establishes three levels of the fair-value hierarchy based on the sources of the inputs used in the measurement of the
fair value, which are described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly.
Level 3: Unobservable inputs.
The initial application of SFAS No. 157 on January 1, 2008, had no effect on the Company’s existing fair-value measurement
practices and is limited to the Company’s investments in mutual funds. The fair value measurements for these assets are based on
observable market inputs (Level 1) consisting in quotations provided by the mutual funds’ bank sponsor. The fair value of these assets
is 653 as of December 31, 2009, and the related gains or losses from periodic measurement at fair value is immaterial to the
Company’s financial statements.
In February 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 157-1, Application of FASB Statement No. 157 to FASB
Statement No. 13 and Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions (“FSP 157-1”), which
became effective for the Company on January 1, 2008. This FSP excludes SFAS No. 13, Accounting for Leases, and its related
interpretive accounting pronouncements from the provisions of SFAS 157.
F - 45
Also in February 2008, the FASB issued FSP SFAS 157-2, Effective Date of FASB Statement No. 157, which delayed the Company’s
application of SFAS 157 for nonrecurring non financial assets and liabilities until January 1, 2009. As of December 31, 2009, there are
not financial assets or liabilities measured at fair value.
e)
SFAS Interpretation No. 48, “Accounting for uncertainty in income taxes – an interpretation of FASB Statement
No. 109” (“FIN 48”), codified into ASC No. 740
FIN 48 defines the criteria an individual tax position must meet for any part of the benefit of such position to be recognized in the
financial statements. FIN 48 establishes “a more-likely-than-not” recognition threshold that must be met before a tax benefit can be
recognized in the financial statements. FIN 48 also provides guidance, among other things, on the measurement of the income tax
benefit associated with uncertain tax positions, de-recognition, classification, interest and penalties and financial statement disclosures.
There were no unrecognized tax benefits as of December 31, 2009, 2008 and 2007.
Under Argentine tax regime, as of December 31, 2009, fiscal years 2002 through 2008 remain to examination by the Federal
Administration of Public Revenues (“AFIP”).
16. OTHER CONSOLIDATED FINANCIAL STATEMENT INFORMATION
The following tables present additional consolidated financial statement disclosures required under Argentine GAAP. Certain
information disclosed in these tables is not required as part of the basic financial statements under U.S. GAAP.
a)
Fixed assets evolution.
Investments in shares and holdings in companies under significant influence and other companies.
b)
c) Allowances and reserves.
d)
e)
Cost of sales.
Foreign currency assets and liabilities.
Expenses incurred.
f)
a) Fixed assets evolution
Main account
Land and buildings .................................................
Mineral property, wells and related equipment ......
Refinery equipment and petrochemical plants........
Transportation equipment.......................................
Materials and equipment in warehouse ..................
Drilling and work in progress .................................
Exploratory drilling in progress..............................
Furniture, fixtures and installations ........................
Selling equipment...................................................
Other property ........................................................
Total 2009 .....................................................
Total 2008 .....................................................
Total 2007 .....................................................
Amounts at
beginning of
year
Net
translation
effect(5)
2,508
57,588
10,243
1,956
827
4,339
116
749
1,456
582
80,364
73,060
61,939
—
53
—
—
—
1
—
—
—
—
54
56
10
2009
Cost
Increases
5
304
13
—
800
3,866
347
6
—
48
5,389 (2)(6)
7,962 (2)(6)
6,216 (2)
Net decreases,
reclassifications
and transfers
693
3,556
591
17
(813)
(4,566)
(344)
129
29
22
(686) (1)
(714) (1)
4,895 (1)(7)
Amounts at the
end of year
3,206
61,501
10,847
1,973
814
3,640
119
884
1,485
652
85,121
80,364
73,060
F - 46
2009
Depreciation
2008
2007
Accumulated
at beginning of
year
1,163
Net decreases,
reclassifications
and transfers
(13)
Depreciation
rate
2%
Increases
69
Accumulated
at the end of year
1,219
Net book
value
1,987
Net book
value
1,345
Net book
value
1,283
41,146
(3)
(4 )
4,019
45,162
16,339 (3) 16,442 (3)
14,464 (3)
6,592
1,383
—
—
—
588
1,115
304
52,291
47,579
39,377
(5)
4 - 10%
(14)
4 - 5%
515
64
7,102
3,745
3,651
3,088
1,433
540
573
563
—
—
—
—
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(63) (1)
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—
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814
827
791
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4,617
—
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119
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10%
10%
86
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18
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Main account
Land and buildings........
Mineral property, wells
and related
equipment.................
Refinery equipment and
petrochemical
plants ........................
Transportation
equipment.................
Materials and
equipment in
warehouse ................
Drilling and work in
progress ....................
Exploratory drilling in
progress ....................
Furniture, fixtures and
installations ..............
Selling equipment .........
Other property...............
Total 2009 ...........
Total 2008 ...........
Total 2007 ...........
(1)
(2)
(6)
(7)
Includes 6, 4 and 118 of net book value charged to fixed assets allowances for years ended December 31, 2009, 2008 and 2007,
respectively.
Includes 176, 444 and 53 corresponding to hydrocarbon wells abandonment costs for the years ended December 31, 2009, 2008
and 2007, respectively.
Includes 1,196, 1,260 and 851 of mineral property as of December 31, 2009, 2008 and 2007, respectively.
(3)
(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 foreign companies’ fixed assets net book
values at beginning of the year.
Includes 106 and 594 for the extension of certain exploitation concessions in the Province of Neuquén for the years ended
December 31, 2009 and 2008, respectively (Note 10 c.ii and iii).
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 (Note 2.j).
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i
d
n
i
%
3
9
.
9
2
a
s
a
h
y
n
a
p
m
o
C
e
h
t
,
y
l
l
a
n
o
i
t
i
d
d
A
.
.
A
S
k
n
a
b
o
c
r
e
M
d
n
a
:
s
e
i
n
a
p
m
o
c
r
e
h
t
O
)
3
(
s
r
e
h
t
O
)
1
(
)
2
(
)
3
(
)
4
(
)
5
(
)
6
(
c) Allowances and reserves
Account
Deducted from current assets:
For doubtful trade receivables...................
For other doubtful accounts ......................
Deducted from noncurrent assets:
For valuation of other receivables to their
estimated realizable value ....................
For reduction in value of holdings in
long-term investments..........................
For unproductive exploratory drilling.......
For obsolescence of materials and
equipment.............................................
Total deducted from assets, 2009 ....
Total deducted from assets, 2008 ....
Total deducted from assets, 2007 ....
Reserves for losses - current:
For various specific contingencies............
Reserves for losses - noncurrent:
For pending lawsuits, environmental
contingencies and various specific
contingencies........................................
Total included in liabilities, 2009....
Total included in liabilities, 2008....
Total included in liabilities, 2007....
d)
Cost of sales
2009
Amount at
Beginning
of Year
Increases
Decreases
Transfers
Amount at
End of
Year
2008
Amount at
End of
Year
2007
Amount at
End of
Year
417
134
551
48
221
3
42
314
865
865
878
588
588
149
10
159
1
1
—
1
3
162
142
221
27
27
153
50
203
32
97
—
6
135
338
142
234
238
238
1,857
1,857
2,445
2,319
1,851
1,040
1,040
1,067
870
1,005
974
974
1,212
744
537
—
—
—
—
—
—
—
—
—
—
—
(36)
(36)
36
36
—
—
—
413
94
507
17
125
3
37
182
689
341
341
417
134
551
48
221
3
42
314
865
588
588
1,959
1,959
2,300
1,857
1,857
2,445
2009
3,449
5,873
2008
2,573
8,547
16,932 15,866
476
(3,449)
23,177 24,013
(11)
(3,066)
Inventories at beginning of year...........................................................................................................
Purchases for the year ..........................................................................................................................
Production costs (Note 16.f) ................................................................................................................
Holding (losses) gains on inventories ..................................................................................................
Inventories at end of year.....................................................................................................................
Cost of sales ...............................................................................................................................
F - 50
440
122
562
50
206
3
44
303
865
466
466
1,853
1,853
2,319
2007
1,697
6,637
12,788
451
(2,573)
19,000
e) Foreign currency assets and liabilities
Account
Current Assets
Cash............................................................
Investments ................................................
Trade receivables........................................
Other receivables........................................
Total current assets ...........................
Noncurrent Assets
Investments ................................................
Other receivables........................................
Total noncurrent assets .....................
Total assets........................................
Current Liabilities
Accounts payable .......................................
Loans ..........................................................
Salaries and social security.........................
Net advances from crude oil purchasers.....
Reserves .....................................................
Total current liabilities......................
Noncurrent Liabilities
Accounts payable .......................................
Loans ..........................................................
Salaries and social security.........................
Reserves .....................................................
Total noncurrent liabilities................
Total liabilities ..................................
(1) Buying exchange rate.
(2) Selling exchange rate.
Foreign currency and amount
2008
2007
2009
Exchange rate
in pesos as of
12-31-09
Book value
as of 12-31-09
384
613
1,910
5
1,835
16
4,763
132
102
234
4,997
2,915
147
3,458
19
—
243
6,782
2,139
1,938
99
1,300
5,476
12,258
US$
US$
US$
€
US$
€
17
117
588
10
1,092
4
US$
US$
US$
€
US$
€
44
165
556
1
264
5
US$
US$
US$
US$
102
163
508
1
488
3
€
€
3.76 (1)
3.76 (1)
3.76 (1)
5.40 (1)
3.76 (1)
5.40 (1)
US$
US$
54
6
US$
US$
52
38
US$
US$
35
27
3.76 (1)
3.76 (1)
3.80 (2)
5.45 (2)
3.80 (2)
3.80 (2)
—
3.80 (2)
3.80 (2)
3.80 (2)
3.80 (2)
3.80 (2)
US$
€
US$
US$
US$
US$
US$
US$
US$
US$
708
15
140
5
3
79
US$
€
US$
US$
—
US$
1,314
24
693
13
—
108
US$
€
US$
US$
—
US$
767
27
910
5
—
64
742
166
52
374
US$
US$
US$
US$
919
365
34
331
US$
US$
US$
US$
563
510
26
342
F - 51
f)
Expenses incurred
Production
costs
Administrative
expenses
Salaries and social security taxes............
Fees and compensation for services........
Other personnel expenses .......................
Taxes, charges and contributions............
Royalties and easements .........................
Insurance.................................................
Rental of real estate and equipment ........
Survey expenses......................................
Depreciation of fixed assets....................
Industrial inputs, consumable materials
and supplies........................................
Operation services and other service
contracts .............................................
Preservation, repair and maintenance .....
Contractual commitments .......................
Unproductive exploratory drillings.........
Transportation, products and charges .....
(Recovery) allowance for doubtful trade
receivables .........................................
Publicity and advertising expenses .........
Fuel, gas, energy and miscellaneous.......
Total 2009 .....................................
Total 2008 .....................................
Total 2007 .....................................
1,245
189
359
277
2,516
176
449
—
4,610
631
1,810
2,176
139
—
927
—
—
1,428
16,932
15,866
12,788
303
337
94
40
—
10
5
—
100
6
38
32
—
—
—
—
67
70
1,102
1,053
805
2009
Selling
expenses
219
52
24
438
9
14
77
—
122
58
133
99
—
—
1,117
(11)
98
41
2,490
2,460
2,120
Exploration
expenses
60
9
17
—
20
—
—
54
—
1
—
8
—
356
1
—
—
26
552
684
522
2008
2007
Total
1,827
587
494
755
2,545
200
531
54
4,832
Total
1,592
638
520
712
2,418
159
466
186
4,775
Total
1,225
517
415
551
2,006
126
396
218
4,139
696
676
593
1,981
2,315
139
356
2,045
(11)
165
1,565
21,076
1,244
2,471
61
351
2,144
(12)
179
1,483
677
1,757
596
144
1,813
45
142
875
20,063
16,235
17. RECENT EVENTS
In April 2010, the Company paid dividends for approximately 2,163. As of the date of the issuance of these financial statements, there
are no other significant subsequent events that require adjustments or disclosure, if applicable, which were not already considered in
this note or elsewhere in the financial statement.
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)
The following information is presented in accordance with ASC No. 932 “Extractive Activities – Oil and Gas”, as amended by ASU
2010 – 03 - see Note 13.n (amounts expressed in millions of Argentine Pesos, except where otherwise indicated and prepared under
Argentine GAAP).
F - 52
Capitalized costs
The following tables set forth capitalized costs, along with the related accumulated depreciation and allowances as of December 31,
2009, 2008 and 2007:
Consolidated capitalized costs
Proved oil and gas
properties
Mineral property,
wells and
related
equipment ........
Support
equipment and
facilities ...........
Drilling and work
in progress .......
Unproved oil and gas
properties...................
Total capitalized
costs .................
Accumulated
depreciation and
valuation
allowances.................
Net capitalized
costs .................
2009
Other
foreign
Argentina
Worldwide
Argentina
2008
Other
foreign
Worldwide
Argentina
2007
Other
foreign
Worldwide
60,304
844
61,148
56,452
716
57,168
50,871
545
51,416
1,492
—
1,492
1,505
—
1,505
1,358
—
1,744
—
1,744
2,341
—
2,341
2,656
—
400
79
479
384
53
437
147
50
1,358
2,656
197
63,940
923
64,863
60,682
769
61,451
55,032
595
55,627
(45,291)
(465)
(45,756)
(41,620)
(115)
(41,735)
(37,613)
(18)
(37,631)
18,649
458
19,107
19,062
654
19,716
17,419
577
17,996
Company’s share in equity method
investees’ capitalized costs
Proved oil and gas properties
Mineral property, wells
and related
equipment ..................
Support equipment and
facilities .....................
Drilling and work in
progress .....................
Unproved oil and gas
properties.............................
Total capitalized costs ....
Accumulated depreciation and
valuation allowances ...........
Net capitalized costs.......
2009
Other
foreign
Argentina
Worldwide
Argentina
2008
Other
foreign
Worldwide
Argentina
2007
Other
foreign
Worldwide
213
—
213
212
—
212
211
—
211
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
72
285
—
—
(181)
104
—
—
72
285
(181)
104
34
246
—
—
34
246
—
211
—
—
—
211
(169)
77
—
—
(169)
77
(138)
73
—
—
(138)
73
F - 53
Costs incurred
The following tables set forth the costs incurred for oil and gas producing activities during the years ended December 31, 2009, 2008
and 2007:
Consolidated costs incurred
Acquisition of unproved
2009
Other
foreign
Argentina
Worldwide
Argentina
properties..............................
Exploration costs.......................
Development costs ....................
Total costs incurred .........
—
567
3,668
4,235
23
19
77
119
23
586
3,745
4,354
—
631
5,848
6,479
Company’s share in equity method
investees’ costs incurred
Exploration costs.......................
Development costs ....................
Total costs incurred .........
Argentina
36
3
39
2009
Other
foreign
—
—
—
Worldwide
36
3
39
Argentina
34
2
36
2008
Other
foreign
—
71
111
182
2008
Other
foreign
—
—
—
Worldwide
Argentina
2007
Other
foreign
Worldwide
—
702
5,959
6,661
—
545
4,225
4,770
—
31
265
296
—
576
4,490
5,066
Worldwide
34
2
36
Argentina
—
18
18
2007
Other
foreign
—
—
—
Worldwide
—
18
18
Results of operations from oil and gas producing activities
The following tables include only the revenues and expenses directly associated with oil and gas producing activities. It does not
include any allocation of the interest costs or corporate overhead and, therefore, is not necessarily indicative of the contribution to net
earnings of the oil and gas operations.
Differences between these tables and the amounts shown in Note 8, “Consolidated Business Segment Information”, for the exploration
and production business unit, relate to additional operations that do not arise from those properties held by the Company.
Consolidated results of operations
Net sales to unaffiliated
parties................................
Net intersegment sales ...........
Total net revenues ........
Production costs.....................
Exploration expenses .............
Depreciation and expense for
valuation allowances .........
Other ......................................
Pre-tax income (loss)
from producing
activities...................
Income tax expense................
Results of oil and gas
producing
activities...................
2009
Other
foreign
Argentina
Worldwide
Argentina
2008
Other
foreign
Worldwide
Argentina
2007
Other
foreign
3,236
14,823
18,059
(8,801)
(514)
173
—
173
(55)
(38)
3,409
14,823
18,232
(8,856)
(552)
3,363
12,576
15,939
(8,373)
(614)
190
—
190
(21)
(70)
3,553
12,576
16,129
(8,394)
(684)
2,737
13,989
16,726
(6,989)
(465)
12
—
12
(7)
(57)
Worldwide
2,749
13,989
16,738
(6,996)
(522)
(3,708)
(422)
(334)
—
(4,042)
(422)
(3,985)
(275)
(95)
—
(4,080)
(275)
(3,572)
(4)
(190) —
(3,576)
(190)
4,614
(1,730)
(254)
—
4,360
(1,730)
2,692
(1,030)
4
—
2,696
(1,030)
5,510
(56)
(2,314) —
5,454
(2,314)
2,884
(254)
2,630
1,662
4
1,666
3,196
(56)
3,140
F - 54
Company’s share in equity method
investee’s results of operations
Net sales to unaffiliated
parties..................................
Net intersegment sales .............
Total net revenues ..........
Production costs.......................
Depreciation and expense for
valuation allowances ...........
Pre-tax income (loss)
from producing
activities.....................
Income tax expense..................
Results of oil and gas
producing activities....
2009
Other
foreign
Argentina
Worldwide
Argentina
2008
Other
foreign
Worldwide
Argentina
2007
Other
foreign
Worldwide
108
20
128
(99)
—
—
—
—
(11)
—
18
(7)
—
—
11
—
108
20
128
(99)
(11)
18
(7)
11
110
11
121
(40)
—
—
—
—
110
11
121
(40)
138
—
138
(45)
—
—
—
—
(31)
—
(31)
(24)
—
50
(18)
—
—
50
(18)
69
(24)
—
—
32
—
32
45
—
138
—
138
(45)
(24)
69
(24)
45
Oil and gas reserves
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated
with reasonable certainty to be economically producible (from a given date forward, from known reservoirs, and under existing
economic conditions, operating methods and government regulations) prior to the time at which contracts providing the right to
operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic
methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be
reasonably certain that it will commence the project within reasonable time. In some cases, substantial investments in new wells and
related facilities may be required to recover proved reserves.
In accordance with the SEC’s new rules and FASB’s ASC 932 as amended (see Note 13.n), information on net proved reserves as of
December 31, 2009 was calculated using the average price during the 12-month period ending on December 31, 2009, determined as
an unweighted average of the first-day-of-the-month price for each month of that period. Information on net proved reserves as of
December 31, 2008 and 2007 was calculated using year-end prices and costs, respectively.
Net reserves are defined as that portion of the gross reserves attributable to the interest of YPF after deducting interests owned by third
parties. In determining net reserves, the Company excludes from its reported reserves royalties due to others, whether payable in cash
or in kind, where the royalty owner has a direct interest in the underlying production and is able to make lifting and sales arrangements
independently. By contrast, to the extent that royalty payments required to be made to a third party, whether payable in cash or in
kind, are a financial obligation, or are substantially equivalent to a production or severance tax, the related reserves are not excluded
from the reported reserves despite the fact that such payments are referred to as “royalties” under local rules. The same methodology
is followed in reporting our production amounts.
Gas reserves exclude the gaseous equivalent of liquids expected to be removed from the gas on concessions and leases, at field
facilities and at gas processing plants. These liquids are included in net proved reserves of crude oil and natural gas liquids.
YPF’s estimated proved reserves as of December 31, 2009, are based on estimates generated through the integration of available and
appropriate data, utilizing well-established technologies that have been demonstrated in the field to yield repeatable and consistent
results. Data used in these integrated assessments include information obtained directly from the subsurface via wellbore, such as well
logs, reservoir core samples, fluid samples, static and dynamic pressure information, production test data, and surveillance and
performance information. The data utilized also include subsurface information obtained through indirect measurements, including
high quality 2-D and 3-D-seismic data, calibrated with available well control. Where applicable, surface geological information was
also utilized. The tools used to interpret and integrate all these data included both proprietary and commercial software for reservoir
modeling, simulation and data analysis. In some circumstances, where appropriate analog reservoir models are available, reservoir
parameters from these analog models were used to increase the reliability of our reserves estimates.
The use of new reliable technology as well as the change to an average of the first-day of the month prices from year-end prices to
calculate proved reserves did not have any material impact on YPF’s proved reserves volumes in 2009.
F - 55
The following tables reflect the estimated reserves of crude oil, condensate, natural gas liquids and natural gas as of December 31,
2009, 2008 and 2007 and the changes therein.
Consolidated Reserves
Proved developed and
undeveloped reserves
Beginning of year ................
Revisions of previous
estimates .........................
Extensions, discoveries and
improved recovery..........
Production for the year (3) ....
End of year(4) .......................
Proved developed reserves
Beginning of year ................
End of year ..........................
Company’s share in equity method
investee’s proved reserves
Proved developed and
undeveloped reserves
Beginning of year ...............
Revisions of previous
estimates ........................
Extensions, discoveries and
improved recovery.........
Production for the year .......
End of year .........................
Proved developed reserves
Beginning of year ...............
End of year .........................
2009
Other
foreign
Argentina
579
38
1
1
29
(110)
536 (1)
—
(1)
1
450
428 (2)
1
1
2009
Other
foreign
Argentina
Crude oil, condensate and natural gas liquids (Millions of barrels)
2008
Other
foreign
Worldwide
Argentina
Argentina
Worldwide
2007
Other
foreign
Worldwide
580
39
29
(111)
537
451
429
617
35
6
(4)
41
(114)
579 (1)
—
(1)
1
460
450 (2)
—
1
623
31
41
(115)
580
460
451
674
6
46
—
17
(120)
617 (1)
—
—
6
521
460 (2)
—
—
680
46
17
(120)
623
521
460
Crude oil, condensate and natural gas liquids (Millions of barrels)
2008
Other
foreign
Worldwide
Argentina
Argentina
Worldwide
2007
Other
foreign
Worldwide
1
2
—
—
1
2
2
—
2
3
—
3
—
— —
—
—
—
—
(1)
2
— —
(1)
—
2
—
—
(1)
1
— —
(1)
—
1
—
—
(1)
2
—
—
—
—
(1)
2
1
2
—
—
1
2
1
1
—
—
1
1
2
1
—
—
2
1
Includes natural gas liquids of 83, 98 and 114 as of December 31, 2009, 2008 and 2007, respectively.
Includes natural gas liquids of 67, 71 and 76 as of December 31, 2009, 2008 and 2007, respectively.
(1)
(2)
(3) Crude oil, condensate and natural gas liquids production for the years 2009, 2008 and 2007 includes approximately 14, 14 , and
14, respectively, of crude oil, condensate and natural gas liquids equivalent to royalties, whether payable in cash or in kind,
where the royalty owner has not a direct interest in the underlying production and the option and ability to make lifting and sale
arrangement independently.
(4) Proved reserves of crude oil, condensate and natural gas liquids as of December 31, 2009, 2008 and 2007, include
approximately 67, 70 and 74, respectively, of crude oil, condensate and natural gas liquids equivalent to royalties, whether
payable in cash or in kind, where the royalty owner has not a direct interest in the underlying production and the option and
ability to make lifting and sale arrangement independently.
F - 56
Consolidated reserves
Proved developed and
undeveloped reserves
Beginning of
year ...................
Revisions of
previous
estimates ...........
Extensions and
discoveries ........
Production for the
year (1)(2) .............
End of year(3) .........
Proved developed
reserves
Beginning of
year ...................
End of year ............
2009
Natural gas (Billions of standard cubic feet) (2)
Argentina
Other
foreign
Worldwide
Argentina
Worldwide
Argentina
2008
Other
foreign
2007
Other
foreign
Worldwide
3,096
3
3,099
3,702
6
3,708
4,008
7
4,015
36
—
70
—
36
(132)
(2)
70
132
—
(532)
2,670
(1)
2
(533)
2,672
(606)
3,096
2,216
2,100
3
2
2,219
2,102
2,438
2,216
(1)
3
3
3
(134)
132
(607)
3,099
319
—
9
—
(634)
3,702
(1 )
6
319
9
(635)
3,708
2,441
2,219
2,568
2,438
3
3
2,571
2,441
Company’s share in equity method
investee’s proved reserves
Proved developed and
undeveloped reserves
Beginning of year ...........
Revisions of previous
estimates ....................
Extensions and
discoveries .................
Production for the
year (1) ........................
End of year .....................
Proved developed reserves
Beginning of year ...........
End of year .....................
2009
Other
foreign
Argentina
Natural gas (Billions of standard cubic feet) (2)
2008
Other
foreign
Worldwide
Argentina
Argentina
Worldwide
2007
Other
foreign
Worldwide
49
17
—
—
49
17
51
—
51
73
—
73
16
—
16
—
— —
—
—
—
—
—
—
—
— —
(17)
49
—
—
49
49
—
—
(17)
49
49
49
(18)
—
49
—
(18)
49
(22)
51
—
—
31
49
—
—
31
49
52
31
—
—
(22)
51
52
31
(1) Excludes quantities which have been flared or vented.
(2) Natural gas production for the years 2009, 2008 and 2007 includes approximately 56, 69 and 72, respectively, of gas equivalent
to the royalties, whether payable in cash or in kind, where the royalty owner has not a direct interest in the underlying
production and the option and ability to make lifting and sale arrangement independently.
(3) Proved reserves of natural gas as of December 31, 2009, 2008 and 2007, include approximately 280, 377 and 423, respectively,
of natural gas equivalent to royalties, whether payable in cash or in kind, where the royalty owner has not a direct interest in the
underlying production and the option and ability to make lifting and sale arrangement independently.
Standardized measure of discounted future net cash flows
The standardized measure is calculated as the excess of future cash inflows from proved reserves less future costs of producing and
developing the reserves, future income taxes and a discount factor. Future cash inflows represent the revenues that would be received
from production of year-end proved reserve quantities assuming the future production would be sold at year-end prices. Additionally,
year-end prices were adjusted in those instances where future sales are covered by contracts at specified prices.
F - 57
Future production costs include the estimated expenditures related to production of the proved reserves plus any production taxes
without consideration of future inflation. Future development costs include the estimated costs of drilling development wells and
installation of production facilities, plus the net costs associated with dismantling and abandonment of wells, assuming year-end costs
continue without consideration of future inflation. Future income taxes were determined by applying statutory rates to future cash
inflows less future production costs and less tax depreciation of the properties involved. The present value was determined by
applying a discount rate of 10% per year to the annual future net cash flows.
The future cash inflows and outflows in foreign currency have been remeasured at the selling exchange rate of Argentine pesos 3.80,
3.45 and 3.15 to US$ 1, as of December 31, 2009, 2008 and 2007, respectively.
The standardized measure does not purport to be an estimate of the fair market value of the Company’s proved reserves. An estimate
of fair value would also take into account, among other things, the expected recovery of reserves in excess of proved reserves,
anticipated changes in future prices and costs and a discount factor representative of the time value of money and the risks inherent in
producing oil and gas.
Consolidated standardized
measure of discounted future net
cash flows
Future cash inflows (1) ..........
Future production costs........
Future development costs ....
Future income tax
expenses ..........................
10% annual discount for
estimated timing of cash
flows................................
Standardized measure of
discounted future net
cash flows........................
2009
Other
foreign
Argentina
111,797 265
(41,430) (139 )
(13,793) —
Worldwide
112,062
(41,569)
(13,793)
Argentina
88,852
(39,449)
(11,753)
2008
Other
foreign
289
(144)
(4)
Argentina
Worldwide
89,141
120,976
(39,593) (34,829)
(11,757) (9,164)
2007
Other
foreign
1,871
(498)
(145)
Worldwide
122,847
(35,327)
(9,309)
(13,889)
(44 )
(13,933)
(7,759)
(49)
(7,808) (22,390)
(430)
(22,820)
(11,917)
(8 )
(11,925)
(7,899)
(25)
(7,924) (18,546)
(218)
(18,764)
30,768
74
30,842
21,992
67
22,059
36,047
580
36,627
2009
2008
2007
Company’s share in equity method
investee’s standardized measure of
discounted future net cash flows
Future cash inflows (1) ..............
Future production costs............
Future income tax expenses .....
10% annual discount for
estimated timing of cash
flows....................................
Standardized measure of
discounted future net
cash flows............................
Argentina
537
(145)
(130)
Other
foreign
—
—
—
Worldwide
537
(145)
(130)
Argentina
627
(121)
(178)
Other
foreign
—
—
—
Worldwide
627
(121)
(178)
Argentina
409
(103)
(89)
Other
foreign
—
—
—
Worldwide
409
(103)
(89)
(68)
—
(68)
(62)
—
(62)
(33)
—
(33)
194
—
194
266
—
266
184
—
184
(1) Future cash inflows are stated net of the impact of withholdings on exports until 2011, according to the provisions of Law
No. 26,217.
F - 58
Changes in the standardized measure of discounted future net cash flows
The following table reflects the changes in standardized measure of discounted future net cash flows for the years ended December 31,
2009, 2008 and 2007:
2009
2008
2007
Company’s
share in equity
method
investees
266
(169)
(83)
87
—
(22)
1
18
69
27
194
36,627
(11,353)
(25,502)
1,282
2,250
(2,495)
29,950
(8,304)
7,056
5,391
793
(949)
2,554
3,428
11,732
3,536
22,059
1,762
2,198
(2,123)
853
36,627
Beginning of year.............................................................................................
Sales and transfers, net of production costs .....................................................
Net change in sales and transfer prices, net of future production costs............
Changes in reserves and production rates (timing) ..........................................
Net changes for extensions, discoveries and improved recovery.....................
Changes in estimated future development and abandonment costs .................
Development costs incurred during the year that reduced future
development costs .......................................................................................
Accretion of discount.......................................................................................
Net change in income taxes .............................................................................
Others...............................................................................................................
End of year.......................................................................................................
Consolidated
22,059
(9,600)
11,534
3,464
2,745
(2,416)
2,108
1,896
(3,159)
2,211
30,842
F - 59
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ESTATUTO
DE
YPF SOCIEDAD ANONIMA
TITULO I
DENOMINACIÓN, DOMICILIO Y DURACIÓN
Exhibit 1.1
Artículo 1°—Denominación
La Sociedad se denomina YPF SOCIEDAD ANÓNIMA. En el cumplimiento de las actividades propias de su objeto social y en todos
los actos jurídicos que formalice, podrá usar, indistintamente, su nombre completo o el abreviado YPF S.A.
Artículo 2°—Domicilio
El domicilio legal de la Sociedad se fija en la Ciudad de Buenos Aires, República Argentina, sin perjuicio de lo cual podrá establecer
administraciones regionales, delegaciones, sucursales, agencias o cualquier especie de representación dentro o fuera del país.
Artículo 3°—Duración
El término de duración de la Sociedad se establece en cien (100) años contados desde la inscripción de este Estatuto en el Registro
Público de Comercio.
TITULO II
OBJETO
Artículo 4°—Objeto
La Sociedad tendrá por objeto llevar a cabo por sí, por intermedio de terceros o asociada a terceros, el estudio, la exploración y la
explotación de los yacimientos de hidrocarburos líquidos y/o gaseosos y demás minerales, como asimismo, la industrialización,
transporte y comercialización de estos productos y sus derivados directos e indirectos, incluyendo también productos petroquímicos,
químicos derivados o no de hidrocarburos y combustibles de origen no fósil, biocombustibles y sus componentes, así como la
generación de energía eléctrica a partir de hidrocarburos, a cuyo efecto podrá elaborarlos, utilizarlos, comprarlos, venderlos,
permutarlos, importarlos o exportarlos, así como también tendrá por objeto prestar, por sí, a través de una sociedad controlada, o
asociada a terceros, servicios de telecomunicaciones en todas las formas y modalidades autorizadas por la legislación vigente y previa
solicitud de las licencias respectivas en los casos que así lo disponga el marco regulatorio aplicable, así como también la producción,
industrialización, procesamiento, comercialización, servicios de acondicionamiento, transporte y acopio de granos y sus derivados, así
como también realizar cualquier otra actuación complementaria de su actividad industrial y comercial o que resulte necesaria para
facilitar la consecución de su objeto. Para el mejor cumplimiento de estos objetivos podrá fundar, asociarse con o participar en
personas jurídicas de carácter público o privado domiciliadas en el país o en el exterior, dentro de los límites establecidos en este
Estatuto.
Artículo 5°—Medios para el cumplimiento del objeto social
a)
Para cumplir su objeto la sociedad podrá realizar toda clase de actos jurídicos y operaciones cualesquiera sea su carácter
legal, incluso financieros, excluida la intermediación, que hagan al objeto de la Sociedad, o estén relacionados con el mismo,
dado que, a los fines del cumplimiento de su objeto, la Sociedad tiene plena capacidad jurídica para adquirir derechos,
contraer obligaciones y ejercer todos los actos que no sean prohibidos por las leyes o por este Estatuto.
En particular, la Sociedad podrá:
b)
(i)
(ii)
(iii)
Adquirir por compra o cualquier título, bienes inmuebles, muebles, semovientes, instalaciones y toda clase de
derechos, títulos, acciones o valores, venderlos, permutarlos, cederlos y disponer de ellos bajo cualquier título,
darlos en garantía y gravarlos, incluso con prendas, hipotecas o cualquier otro derecho real y constituir sobre ellos
servidumbres, asociarse con personas de existencia visible o jurídica, concertar contratos de unión transitoria de
empresas y de agrupación de colaboración empresaria.
Celebrar toda clase de contratos y contraer obligaciones, incluso préstamos y otras obligaciones, con bancos
oficiales o particulares, nacionales o extranjeros, organismos internacionales de crédito y/o de cualquier otra
naturaleza, aceptar consignaciones, comisiones y/o mandatos y otorgarlos, conceder créditos comerciales
vinculados con su giro.
Emitir, en el país o en el extranjero, debentures, obligaciones negociables y otros títulos de deudas en cualquier
moneda con o sin garantía real, especial o flotante, convertibles o no.
1
TITULO III
CAPITAL. ACCIONES
Artículo 6°—Capital
a)
b) (4)
Monto del capital social: El capital social se fija en la suma de pesos TRES MIL NOVECIENTOS TREINTA Y TRES
MILLONES CIENTO VEINTISIETE MIL NOVECIENTOS TREINTA ($ 3.933.127.930) totalmente suscripto e integrado,
representado por TRESCIENTOS NOVENTA Y TRES MILLONES TRESCIENTOS DOCE MIL SETECIENTOS
NOVENTA Y TRES (393.312.793) de acciones ordinarias escriturales, de DIEZ PESOS ($10,00) valor nominal cada una y
un voto por acción.
Clases de acciones ordinarias: El capital social se divide en cuatro clases de acciones ordinarias de acuerdo al siguiente
detalle:
(i)
Acciones clase A, sólo el Estado Nacional podrá ser titular de acciones clase A.
Acciones clase B, destinadas originariamente a ser adquiridas por tenedores de Bonos de Consolidación de
Regalías de Gas y Petróleo o titulares de acreencias contra la Nación por regalías de gas y petróleo. La acción
clase B adquirida por un tenedor de los citados Bonos que no fuera una Provincia o el Estado Nacional se
convertirá en acción clase D.
Acciones clase C, destinadas originariamente por el Estado Nacional a los empleados de la Sociedad bajo el
régimen del Programa de Propiedad Participada de la Ley 23.696. Las acciones clase C no adquiridas por los
empleados de la Sociedad bajo el Programa de Propiedad Participada se convertirán en acciones clase A; y
Acciones clase D, convertidas en tales por transferencia a cualquier persona de acciones clase A, B o C de acuerdo
a las siguientes reglas:
Las acciones clase A que el Estado Nacional transfiera a cualquier persona se convertirán en acciones clase D,
salvo transferencias a Provincias si una ley previamente lo autoriza en cuyo caso no cambiarán de clase.
Las acciones clase B que las Provincias transfieran a cualquier persona que no sea una Provincia se convertirán en
acciones clase D.
Las acciones clase C que se transfieran a terceros fuera del Programa de Propiedad Participada se convertirán en
acciones clase D.
Las acciones clase D no cambiarán de clase por ser eventualmente suscriptas o adquiridas por el Estado Nacional,
las Provincias, otra persona jurídica de carácter público o por personal que participa en el Programa de Propiedad
Participada.
(ii)
(iii)
(iv)
•
•
•
•
c)
Derechos especiales de la clase A: Se requerirá el voto favorable de las acciones clase A, cualquiera sea el porcentaje del
capital social que dichas acciones clase A representen para que la Sociedad válidamente resuelva:
(i)
(ii)
(iii)
(iv)
(v) (4)
Decidir la fusión con otra u otras sociedades;
Aceptar que la Sociedad, a través de la adquisición por terceros de sus acciones, sufra una situación de copamiento
accionario consentido u hostil que represente la posesión de más del cincuenta por ciento (50 %) del capital social
de la Sociedad;
Transferir a terceros, la totalidad de los derechos de explotación concedidos en el marco de la Ley 17.319, sus
normas complementarias y reglamentarias, y la Ley 24.145, de modo tal que ello determine el cese total de la
actividad exploratoria y de explotación de la Sociedad;
La disolución voluntaria de la Sociedad;
El cambio de domicilio social y/o fiscal de la Compañía fuera de la República Argentina.
Se requerirá, además, previa aprobación de una ley nacional para resolver favorablemente sobre los subincisos (iii) y (iv) anteriores.
Acciones preferidas: La Sociedad puede emitir acciones preferidas con o sin derecho de voto divididas también en clases A,
d)
B, C y D. Se aplicarán a cada clase de acciones preferidas las mismas reglas sobre titularidad y conversión que las previstas
para la misma clase de acciones ordinarias en el inciso b) precedente. Cuando las acciones preferidas ejerzan el derecho de
voto (ya sea transitoria o permanentemente) lo harán, en su caso, como integrantes, a ese efecto, de la clase a la cual
pertenezcan.
Aumentos de Capital: El capital puede ser aumentado hasta su quíntuplo por decisión de la asamblea ordinaria, conforme lo
dispuesto por el artículo 188 de la Ley 19.550, no rigiendo tal límite si la Sociedad es autorizada a hacer oferta pública de sus
acciones. Corresponde a la Asamblea establecer las características de las acciones a emitir en razón del aumento, dentro de
las condiciones dispuestas en el presente Estatuto, pudiendo delegar en el directorio la facultad de fijar la época de las
emisiones, como también la determinación de la forma y condiciones de pago de las acciones, pudiendo efectuar, asimismo,
e)
2
Artículo 7°—Transferencia de acciones
a)
toda otra delegación admitida por la ley. Toda emisión de acciones ordinarias o preferidas se hará por clases respetando la
proporción existente entre las distintas clases a la fecha de esa emisión, sin perjuicio de las modificaciones que ulteriormente
resulten del ejercicio del derecho de preferencia y del derecho de acrecer según se prevé en el artículo 8° de este Estatuto.
Acciones escriturales: Las acciones no se representarán en títulos sino que serán escriturales y se inscribirán en cuentas
llevadas a nombre de sus titulares en la Sociedad, bancos comerciales, de inversión o cajas de valores autorizados, según lo
disponga el directorio. Las acciones son indivisibles. Si existiese copropiedad, la representación para el ejercicio de los
derechos o el cumplimiento de las obligaciones deberá unificarse.
Transferencia de acciones clase A o C: Toda transferencia de acciones clase A efectuada en violación de lo dispuesto por el
último párrafo de artículo 8° de la Ley 24.145, o de acciones clase C efectuada en violación de las normas del Programa de
Propiedad Participada o del respectivo Acuerdo General de Transferencia comunicado fehacientemente a la Sociedad, será
nula, carecerá de todo efecto y no será reconocida por la Sociedad.
Deber de información: Toda persona que, directa o indirectamente, adquiera por cualquier medio o título, acciones clase D, o
que al transferirse se conviertan en clase D, o títulos de la Sociedad de cualquier tipo que sean convertibles en acciones clase
D (incluyendo, dentro del significado del término “título”, pero sin limitarse, a los debentures, obligaciones negociables y
cupones de acciones) que otorguen control sobre más del tres por ciento (3%) de las acciones de la clase D, deberá dentro de
los cinco (5) días de efectuada la adquisición que causó la superación de dicho límite, informar esa circunstancia a la
Sociedad, sin perjuicio de cumplir con los recaudos adicionales que las normas aplicables en los mercados de capitales
impongan para tal evento. La información referida deberá detallar, además, la fecha de la operación, el precio, el número de
acciones adquiridas y si es propósito del adquirente de esa participación adquirir una participación mayor o alcanzar el
control de la voluntad social de la Sociedad. Si el adquirente está conformado por un grupo de personas, deberá identificar
los miembros del grupo. La información aquí prevista deberá proporcionarse con relación a adquisiciones posteriores a la
informada originariamente brindada, cuando se vuelva a exceder, según lo aquí previsto, los montos de acciones clase D
indicados en la última información.
Toma de control: Sin cumplirse con lo indicado en los incisos e) y f) de este artículo no podrán adquirirse, directa o
indirectamente, por cualquier medio o título, acciones de la Sociedad o títulos de la Sociedad (incluyendo dentro del
significado del término “título”, pero sin limitarse, a los debentures, obligaciones negociables y cupones de acciones)
convertibles en acciones cuando, como consecuencia de dicha adquisición, el adquirente resulte titular de, o ejerza el control
sobre acciones Clase D de la Sociedad que, sumadas a sus tenencias anteriores de dicha clase (si las hubiere) representen, en
total, el QUINCE POR CIENTO (15%) o más del capital social, o el VEINTE POR CIENTO (20%) o más de las acciones
clase D en circulación, si las acciones representativas de dicho VEINTE POR CIENTO (20%) constituyeran, al mismo
tiempo, menos del QUINCE POR CIENTO (15%) del capital social.
No obstante lo indicado: (i) estarán excluidas de las previsiones de los incisos e) y f) de este artículo, las adquisiciones que
realice quien ya sea titular o ejerza el control de acciones que representen más del CINCUENTA POR CIENTO (50%) del
capital social; y (ii) estarán excluidas de las previsiones del inciso e) punto (ii) y del inciso f) de este artículo, las
adquisiciones posteriores que realice quien ya sea titular o ejerza el control de acciones que representen el QUINCE POR
CIENTO (15%) o más del capital social, o el VEINTE POR CIENTO (20%) o más de las acciones clase D en circulación, si
las acciones representativas de dicho VEINTE POR CIENTO (20%) constituyeran, al mismo tiempo, menos del QUINCE
POR CIENTO (15%) del capital social, siempre que las acciones de las que fuera y/o pase a ser titular el adquirente
(incluyendo las acciones de las que fuera titular al momento de la adquisición y de las que pase a ser titular en virtud de la
misma) no superen el CINCUENTA POR CIENTO (50%) del capital social.
Las adquisiciones a las que se refiere este inciso d) se denominan “Adquisiciones de control”.
Requisitos: La persona que desee llevar a cabo una Adquisición de Control (en adelante, en este inciso “el oferente”) deberá:
(i)
(ii)
Obtener el consentimiento previo de la asamblea especial de los accionistas de la clase A y
Realizar una oferta pública de adquisición de todas las acciones de todas las clases de la Sociedad y de todos los
títulos convertibles en acciones.
Toda decisión que la asamblea especial de la clase A adopte en relación con las materias previstas en este inciso e) será
definitiva y no generará derecho a indemnización alguna para ninguna parte.
Oferta Pública de Adquisición: Cada oferta pública de adquisición será realizada de acuerdo con el procedimiento indicado
en este inciso y, en la medida que las normas aplicables en las jurisdicciones en que la oferta pública de adquisición sea
hecha y las disposiciones de las bolsas y mercados de valores en donde coticen las acciones y títulos de la Sociedad
impongan requisitos adicionales o más estrictos a los aquí indicados, se cumplirá con dichos requisitos adicionales o más
estrictos en las bolsas y mercados en que ellos sean exigibles.
3
b)
c)
d)
e)
f)
(i)
(ii)
(iii)
(iv)
(v)
El Oferente deberá notificar por escrito a la Sociedad de la oferta pública de adquisición con por lo menos quince
días hábiles de anticipación a la fecha de inicio de la misma. En la notificación se informará a la Sociedad todos
los términos y condiciones de cualquier acuerdo o preacuerdo que el oferente hubiera realizado o proyectara
realizar con un tenedor de acciones de la Sociedad en virtud del cual, si dicho acuerdo o preacuerdo se consumara,
el Oferente se encontraría en la situación descripta por el primer párrafo del inciso d) de este Artículo (en adelante,
el Acuerdo Previo), y, además, toda la siguiente información mínima adicional:
(A)
La identidad, nacionalidad, domicilio y número de teléfono del Oferente;
Si el oferente está conformado por un grupo de personas, la identidad y domicilio de cada Oferente en el
grupo y de la persona directiva de cada persona o entidad que conforme el grupo;
La contraprestación ofrecida por las acciones y/o títulos. Si la oferta está condicionada a que un número
determinado de acciones resulte adquirido, se deberá indicar dicho mínimo;
La fecha programada de vencimiento del plazo de validez de la oferta pública de adquisición, si la misma
puede ser prorrogada, y en su caso el procedimiento para su prórroga;
Una declaración por parte del Oferente sobre las fechas exactas con anterioridad y posterioridad a las
cuales los accionistas y tenedores de títulos que los sujetaron para su venta al régimen de la oferta pública
de adquisición tendrán el derecho de retirarlos, la forma en la cual las acciones y títulos así sujetos a la
venta serán aceptados y sujeta a la cual se realizará el retiro de las acciones y títulos de su sujeción al
régimen de la oferta pública de adquisición;
Una declaración indicando que la oferta pública de adquisición estará abierta a todos los tenedores de
acciones y de títulos convertibles en acciones;
La información adicional, incluyendo los estados contables del Oferente, que la Sociedad pueda
razonablemente requerir o que pueda ser necesaria para que la notificación arriba indicada no conduzca a
conclusiones erróneas o cuando la información suministrada sea incompleta o deficiente.
(B)
(C)
(D)
(E)
(F)
(G)
El Directorio de la Sociedad convocará por cualquier medio fehaciente a una Asamblea especial de la clase A a
celebrarse a los diez días hábiles contados a partir de la recepción por la Sociedad del aviso indicado en el
subinciso (i), a fin de considerar la aprobación de la oferta pública de adquisición y someterá a dicha Asamblea su
recomendación al respecto. Si tal asamblea no se celebra pese a la convocatoria, o si se celebrara y en ella se
rechazara la oferta pública de adquisición, ésta no podrá cumplirse y tampoco se llevará a cabo el Acuerdo Previo,
si existiera.
La Sociedad enviará por correo, a cada accionista o tenedor de títulos convertibles en acciones, a costa del
Oferente, con la diligencia razonable, copia de la notificación entregada a la Sociedad de acuerdo con lo indicado
en el subinciso (i). El Oferente deberá adelantar a la Sociedad los fondos requeridos para este fin.
El Oferente enviará por correo o de otra forma suministrará, con una diligencia razonable, a cada accionista o
tenedor de títulos convertibles en acciones que se lo requiera, copia de la notificación suministrada a la Sociedad y
publicará un aviso conteniendo sustancialmente la información indicada en el subinciso (i), al menos una vez por
semana, comenzando en la fecha en que dicha notificación es entregada a la Sociedad de acuerdo con el subinciso
(i) y terminando al expirar la fecha para la oferta pública de adquisición. Sujeto a las disposiciones legales
aplicables, esta publicación se hará en la sección de negocios de diarios de circulación general en la República
Argentina, en la ciudad de Nueva York, EE.UU. y en cualquier otra ciudad en cuya bolsa o mercado coticen las
acciones.
La contraprestación por cada acción o título convertible en acción pagadera a cada accionista o tenedor del título
será la misma, en dinero, y no será inferior al precio por acción clase D o en su caso título convertible en acción
clase D, más alto de los precios siguientes:
(A)
el mayor precio por acción o título pagado por el Oferente, o por cuenta del Oferente, en relación con
cualquier adquisición de acciones clase D o títulos convertibles en acciones clase D dentro del período de
dos años inmediatamente anterior al aviso de la adquisición de Control, ajustado a raíz de cualquier
división accionaria, dividendo en acciones, subdivisión o reclasificación que afecte o se relacione a la
clase D de acciones; o
El precio más alto cierre vendedor durante el período de treinta días inmediatamente precedente a dicho
aviso, de una acción clase D según su cotización en la Bolsa de Comercio de Buenos Aires, en cada caso
ajustado a raíz de cualquier división accionaria, dividendo en acciones, subdivisión o reclasificación que
afecte o se relacione a la clase D de acciones; o
(B)
4
(C)
(D)
Un precio por acción igual al precio de mercado por acción de la clase D determinado según lo indicado
en el subinciso (B) de esta cláusula multiplicado por la relación entre: (a) el precio por acción más alto
pagado por el Oferente o por cuenta del mismo, por cualquier acción de la clase D, en cualquier
adquisición de acciones de la clase dentro de los dos años inmediatamente precedentes a la fecha del
aviso indicado en el subinciso (i), y (b) dicho precio de mercado por acción de la clase D en el día
inmediatamente precedente al primer día del período de dos años en el cual el Oferente adquirió cualquier
tipo de interés o derecho en una acción de la clase D. En cada caso el precio será ajustado teniendo en
cuenta cualquier subsiguiente división accionaria, dividendo en acciones, subdivisión o reclasificación
que afecte o esté relacionada a la clase D; o
El ingreso neto de la Sociedad por acción de la clase D durante los cuatro últimos trimestres fiscales
completos inmediatamente precedentes a la fecha del aviso indicado en el subinciso (i), multiplicado por
la más alta de las siguientes relaciones: la relación precio/ingreso para ese período para las acciones de la
clase D (si lo hubiere) o la relación precio/ingreso más alta para la Sociedad en el período de dos años
inmediatamente precedente a la fecha del aviso indicado en el subinciso (i). Dichos múltiplos serán
determinados en la forma común en la cual se los computa e informa en la comunidad financiera.
Los accionistas o tenedores de títulos que los hayan sujetado a la oferta pública de adquisición podrán retirarlos de
la misma antes de la fecha fijada para el vencimiento de dicha oferta.
La oferta pública de adquisición no podrá ser inferior a VEINTE (20) días, ni exceder de TREINTA (30) días
contados desde la fecha de autorización de la solicitud de oferta pública por la Comisión Nacional de Valores de
Argentina.
El Oferente adquirirá todas las acciones y/o títulos convertibles en acciones que antes de la fecha de la expiración
de la oferta, sean puestos a venta de acuerdo al régimen de la oferta pública de adquisición. Si el número de dichas
acciones o títulos es menor al mínimo al cual condicionó el Oferente la oferta pública de adquisición, el Oferente
podrá retirarla.
Si el Oferente no ha fijado un mínimo al cual condiciona su oferta pública de adquisición según lo indicado en el
subinciso (i) (C) de este inciso, finalizado dicho procedimiento podrá concretar el Acuerdo Previo, si lo hubiera,
cualquiera sea el número de acciones y/o títulos que haya adquirido bajo el régimen de la oferta pública de
adquisición. Si hubiere fijado tal mínimo, podrá concretar el Acuerdo Previo sólo si bajo el régimen de la oferta
pública de adquisición ha superado dicho mínimo. El acuerdo previo deberá concretarse dentro de los treinta días
de finalizada la oferta pública de adquisición, caso contrario, para poder concretarlo será necesario repetir el
procedimiento previsto en este Artículo.
Si no hubiese Acuerdo Previo, el Oferente, en los supuestos y oportunidades indicados previamente en que se
podría concretar un Acuerdo Previo, podrá adquirir libremente el número de acciones y/o títulos que informó a la
Sociedad en la comunicación indicada en el subinciso (i) de este inciso, en tanto no haya adquirido dicho número
de acciones y/o títulos bajo el régimen de la oferta pública de adquisición.
(vi)
(vii)
(viii)
(ix)
g)
Transacciones relacionadas: Toda fusión, consolidación u otra forma de combinación que tenga substancialmente los mismos
efectos (en adelante, en este artículo “la Transacción Relacionada”) que comprenda a la Sociedad y cualquier otra persona
(en adelante en este artículo “el Accionista Interesado”), que haya realizado previamente una Adquisición de control o que
tenga para el Accionista Interesado los efectos, en cuanto a la tenencia de acciones clase D, de una Adquisición de control,
sólo será realizada si la contraprestación que recibirá cada accionista de la Sociedad en dicha Transacción Relacionada fuera
igual para todos los accionistas y no menor a:
(i)
(ii)
El precio por acción más alto pagado por o por cuenta de dicho Accionista Interesado con relación a la adquisición
de:
(A)
Acciones de la clase del tipo a ser transferidas por los accionistas en dicha Transacción Relacionada (en
adelante, “La clase”), dentro del período de dos años inmediatamente anterior al primer anuncio público
de la Transacción Relacionada (en adelante, “la Fecha del Anuncio”), o
Acciones de la Clase adquiridas por dicho Accionista Interesado en cualquier Adquisición de control.
(B)
En ambos casos según dicho precio sea ajustado con motivo de cualquier división accionaria, dividendo en
acciones, subdivisión o reclasificación que afecte o esté relacionada a la clase.
El precio, cierre vendedor, más alto durante el período de treinta días inmediatamente precedente a la fecha del
anuncio o la fecha en que el Accionista Interesado adquiera acciones de la Clase en cualquier Adquisición de
control, de una acción de la clase según su cotización en la Bolsa de Comercio de Buenos Aires, ajustado por
cualquier división accionaria, dividendo en acciones, subdivisión o reclasificación que afecte o esté relacionada a
la Clase.
5
(iii)
(iv)
Un precio por acción igual al precio de mercado por acción de la Clase determinado según lo indicado en el inciso
(ii) de esta cláusula multiplicado por la relación entre: (a) el precio por acción más alto pagado por el Accionista
Interesado o por cuenta del mismo, por cualquier acción de la Clase, en cualquier adquisición de acciones de la
Clase dentro de los dos años inmediatamente precedentes a la Fecha del Anuncio, y (b) dicho precio de mercado
por acción de la Clase en el día inmediatamente precedente al primer día del período de dos años en el cual el
Accionista Interesado adquirió cualquier tipo de interés o derecho en una acción de la Clase. En cada caso el
precio será ajustado teniendo en cuenta cualquier subsiguiente división accionaria, dividendo en acciones,
subdivisión o reclasificación que afecte o esté relacionada a la Clase.
El ingreso neto de la Sociedad por acción de la Clase durante los cuatro últimos trimestres fiscales completos
inmediatamente precedentes a la Fecha del Anuncio, multiplicado por la más alta de las siguientes relaciones: la
relación precio/ ingreso para ese período para las acciones de la Clase (si lo hubiere) o la relación precio/ingreso
más alta para la Sociedad en el período de dos años inmediatamente precedente a la Fecha del Anuncio. Dichos
múltiplos serán determinados en la forma común en la cual se los computa e informa en la comunidad financiera.
Violación de requisitos: Las acciones y títulos adquiridos en violación a lo establecido en los incisos 7 c) a 7 g), ambos
inclusive, de este artículo, no darán derecho a voto o a cobrar dividendos u otras distribuciones que realice la Sociedad y no
serán computadas a los fines de determinar el quórum en cualquiera de las asambleas de accionistas de la Sociedad, hasta
tanto las acciones no sean enajenadas, en el caso de que el adquirente haya obtenido el control directo sobre YPF, o hasta
tanto el adquirente pierda el control sobre la sociedad controlante de YPF, si la toma de control ha sido indirecta.
Interpretación: A los efectos de este artículo 7, el término “indirectamente” incluirá a las sociedades controlantes del
adquirente, las sociedades por él controladas o que resultarían controladas como consecuencia de la Adquisición de control,
Oferta Pública de Adquisición, Acuerdo Previo, o Transacción Relacionada, según sea el caso, que otorgarían a su vez el
control de la Sociedad, las sociedades sometidas a control común con el adquirente y a las demás personas que actúen
concertadamente con el adquirente; asimismo quedarán incluidas las tenencias accionarias que una persona posea a través de
fideicomisos, certificados de depósito de acciones (“ADR”) u otros mecanismos análogos.
La Sociedad no se encuentra adherida al Régimen Estatutario Optativo de Oferta Pública de Adquisición Obligatoria previsto
por el artículo 24 del Decreto 677/01.
h)
i)
Artículo 8°—Derecho de preferencia
a)
Reglas generales: Los tenedores de acciones ordinarias o preferidas de cada clase gozarán del derecho de preferencia en la
suscripción de las acciones de la misma clase que se emitan, en proporción a las que posean. Este derecho deberá ejercerse en
las condiciones y dentro del plazo fijados por la Ley y reglamentaciones aplicables. Las condiciones de emisión, suscripción
e integración de las acciones clase C podrán ser más ventajosas para sus adquirentes que las previstas para el resto de las
acciones pero en ningún caso podrán ser más gravosas. Todo titular de un derecho de preferencia, cualquiera sea la clase de
acción que lo origina, podrá cederlo a cualquier tercero, en cuyo caso la acción objeto de dicho derecho de preferencia se
convertirá o consistirá en una acción clase D.
Derecho de acrecer: El derecho de acrecer se ejercerá dentro del mismo plazo fijado para el derecho de preferencia, y
respecto de todas las clases de acciones que no hayan sido inicialmente suscriptas. A estos efectos:
b)
(i)
(ii)
(iii)
(iv)
Las acciones clase A que no hayan sido suscriptas en ejercicio del derecho de preferencia por el Estado Nacional
se convertirán en acciones clase D y serán ofrecidas a los accionistas de dicha Clase que hubieran manifestado la
intención de acrecer con relación a las acciones clase A no suscriptas;
Las acciones clase B que no hayan sido suscriptas por Provincias en ejercicio de sus derechos de preferencia
originales, por omisión de ejercicio o por cesión del mismo, se asignarán seguidamente a las Provincias que hayan
suscripto acciones clase B y manifestado la intención de acrecer, y el excedente se convertirá en acciones clase D
para ser ofrecidas a los accionistas de dicha clase D que hubieran manifestado la intención de acrecer con relación
a las acciones clase B no suscriptas;
Las acciones clase C que no hayan sido suscriptas por personas comprendidas en el Programa de Propiedad
Participada en ejercicio de sus derechos de preferencia originales, por omisión de ejercicio o por cesión del
mismo, se asignarán a aquellas de las personas comprendidas en dicho régimen que hayan suscripto acciones clase
C y manifestado la intención de acrecer, y el excedente se convertirá en acciones clase D para ser ofrecidas a los
accionistas de dicha clase que hubieran manifestado la intención de acrecer con relación a las acciones clase C no
suscriptas;
Las acciones clase D que no hubieren sido suscriptas en ejercicio de derechos de preferencia emanados de
acciones de esa clase serán asignadas a aquellos de los suscriptores de esa clase que hayan manifestado la
intención de acrecer;
6
(v)
Las acciones clase D remanentes se asignarán a los accionistas de las demás clases que hubieren manifestado
intención de acrecer, en paridad de rango.
c)
Límites: Los derechos de preferencia y de acrecer previstos en los párrafos precedentes existirán sólo en la medida en que
sean exigidos por la legislación societaria vigente en cada momento o sean necesarios para cumplir las disposiciones
aplicables de las Leyes 23.696 y 24.145.
Artículo 9°—Oferta pública y privada. Derogado
TITULO IV
OBLIGACIONES NEGOCIABLES, BONOS DE
PARTICIPACION Y OTROS TITULOS
Artículo 10°—Títulos emitibles
a)
Obligaciones negociables: La Sociedad podrá emitir obligaciones negociables, convertibles o no. Cuando fuere legalmente
necesario que la emisión de obligaciones negociables sea decidida por la asamblea, ésta podrá delegar en el Directorio todas
o algunas de las condiciones de emisión.
Otros títulos: La Sociedad podrá emitir bonos de preferencia y otros títulos admitidos por la legislación aplicable. Los bonos
de preferencia otorgarán a sus titulares el derecho de suscripción preferente en los aumentos de capital que se decidan en el
futuro y hasta el monto que dichos bonos prevean. En la suscripción de dichos bonos y otros títulos convertibles, los
accionistas tendrán derecho de preferencia en los términos y en los casos previstos en el artículo 8º de este Estatuto.
Conversión a clase D: Todo título convertible emitido por la Sociedad dará derecho a conversión sólo en acciones clase D.
Su emisión deberá ser autorizada por asamblea especial de la clase D.
TITULO V
DIRECCION Y ADMINISTRACION
Artículo 11°—Directorio
a)
Integración: La dirección y administración de la Sociedad estará a cargo de un directorio integrado por un número de once
(11) a veintiún (21) directores titulares, según lo determine la Asamblea, los que serán designados con mandato entre 1 y 3
ejercicios según lo determine la Asamblea en cada caso, pudiendo ser reelegidos indefinidamente, sin perjuicio de lo
establecido por el inciso e) de este artículo.
Directores suplentes: Cada clase de acciones designará un número de directores suplentes igual o menor al de titulares que le
corresponda designar. Los directores suplentes llenarán las vacantes que se produzcan dentro de su respectiva clase en el
orden de su designación cuando tal vacante se produzca, sea por ausencia, renuncia, licencia, incapacidad, inhabilidad o
fallecimiento, previa aceptación por el directorio de la causal de sustitución cuando ésta sea temporaria.
Designación: Los directores serán designados por voto mayoritario dentro de cada una de las clases de acciones ordinarias,
de la siguiente manera:
(i)
(ii)
(iii)
la clase A elegirá un director titular y un suplente mientras exista al menos una acción clase A;
la designación del resto de los directores titulares y suplentes (que en ningún caso será menor de seis titulares y un
número igual o menor de suplentes) corresponderá a la clase D. Las clases B y C votarán conjuntamente con las
acciones clase D en la asamblea especial de ésta última convocada para la elección de Directores;
en las asambleas especiales de clase D convocadas para la elección de directores se podrá votar por voto
acumulativo con arreglo a las previsiones del artículo 263 de la Ley 19.550, incluso cuando a ella concurran
accionistas tenedores de acciones A, B ó C conforme a lo previsto anteriormente.
Ausencia de una clase: Si no hubiere ninguna acción de una determinada clase con derecho a elegir directores de clase,
presente en una asamblea celebrada en segunda convocatoria y convocada para elegir directores, los directores de dicha clase
serán elegidos por los accionistas de las restantes clases votando conjuntamente como si constituyeran una sola clase salvo en
caso en que la ausencia de accionistas ocurriera en las asambleas de las clases A, B o C en cuyo caso el síndico designado
por las acciones clase A o por las acciones clase A, B y C en conjunto, según corresponda con arreglo a lo previsto en el
Artículo 21 inciso b) procederá a efectuar la designación de directores titulares y suplentes de aquella de dichas clases que
hubieren estado ausentes.
Elección escalonada: La elección será por el plazo que establezca la Asamblea según lo previsto en el art. 11 inc. a), salvo
cuando se elijan directores para completar el mandato de los reemplazados.
7
b)
c)
b)
c)
d)
e)
f)
g)
h)
Nominación de candidatos: En cada asamblea que deba elegir directores para la clase D, todo accionista, o grupo de
accionistas de la clase D que posea más del tres por ciento (3%) del capital representado por acciones clase D, podrá requerir
que se envíe a todos los accionistas de esa clase la lista de candidatos que ese accionista o grupo de accionistas propondrá a
la asamblea de dicha clase para su elección. En el caso de bancos depositarios que tengan acciones registradas a su nombre,
esta regla se aplicará con respecto a los beneficiarios. Igualmente, el directorio podrá proponer candidatos a directores a ser
electos por las asambleas de las clases respectivas, cuyos nombres se comunicarán a todos los accionistas junto con las listas
propuestas por los accionistas mencionados en primer término. Las reglas anteriores no impedirán a ningún accionista
presente en la asamblea proponer candidatos no incluidos en las propuestas circularizadas por el directorio. No podrá
efectuarse ninguna propuesta de elección de directores para ninguna de las clases, antes del acto de la asamblea o en el curso
de la misma, sin presentar a la Sociedad prueba escrita de la aceptación del cargo por los candidatos propuestos.
Forma de la elección: Sin perjuicio de lo establecido sobre voto acumulativo por el subinciso (vi) del inciso (c) de este
Artículo la elección de directores de la clase D se efectuará por lista siempre que ningún accionista lo objete; en caso
contrario, se efectuará individualmente. Se declarará electa a la lista o persona, según el caso, que obtenga la mayoría
absoluta de las acciones clase D presentes en la asamblea; si ninguna lista obtuviera tal mayoría, se realizará una nueva
votación en la que participarán las dos listas o personas más votadas, considerándose electa la lista o persona que en tal
votación obtenga la mayor cantidad de votos.
Remoción: Sujeto a los requisitos de quórum aplicables, cada clase, por mayoría de las acciones de la clase presente en la
asamblea, podrá remover a los directores por ella elegidos siempre que la remoción haya sido incluida en el orden del día.
Artículo 12°—Garantía
Los directores titulares deben constituir, cada uno de ellos, una garantía de diez mil pesos ($ 10.000) o su equivalente, como mínimo,
la que podrá consistir en bonos, títulos públicos o sumas de moneda nacional o extranjera depositados en entidades financieras o cajas
de valores, a la orden de la sociedad, o en fianzas o avales bancarios o seguros de caución o de responsabilidad civil a favor de la
sociedad, cuyo costo deberá ser soportado por cada director; en ningún caso procederá constituir garantía mediante el ingreso directo
de fondos a la caja social. Cuando la garantía consista en depósito de bonos, títulos públicos o sumas de moneda nacional o extranjera,
las condiciones de su constitución deberán asegurar su indisponibilidad mientras esté pendiente el plazo de prescripción de eventuales
acciones de responsabilidad. Los directores suplentes solamente deberán constituir la garantía aludida en caso de asumir como
titulares en reemplazo de un director titular saliente para completar el período o períodos que correspondan.
Artículo 13°—Vacantes
Los síndicos podrán designar directores, en caso de vacancia, cuyo mandato se extenderá hasta la elección de nuevos directores por la
asamblea. Corresponderá al síndico designado por las acciones clase A nombrar a un director por la clase A, después de consultar con
el accionista clase A, y a los síndicos designados por las acciones clase D nombrar a los directores por esa clase.
Artículo 14°—Remuneración
a)
Miembros no ejecutivos: Las funciones de los miembros no ejecutivos del directorio serán remuneradas según lo resuelva
anualmente la asamblea ordinaria en forma global y se repartirá entre ellos en forma igualitaria, y entre sus suplentes en
proporción al tiempo que reemplazaron a esos titulares. La asamblea autorizará los montos que podrán pagarse a cuenta de
dichos honorarios durante el ejercicio en curso, sujeto a ratificación por la asamblea que considerara dicho ejercicio.
Miembros ejecutivos: Los directores de la Sociedad que cumplan funciones ejecutivas, técnico-administrativas o comisiones
especiales recibirán una remuneración por dichas funciones o comisiones de nivel acorde con el vigente en el mercado, que
será fijada por el Directorio, con la abstención de los nombrados. Estas remuneraciones, juntamente con las de la totalidad
del Directorio, estarán sujetas a ratificación por la asamblea según el régimen del artículo 261 de la Ley 19.550.
Regla general: Las remuneraciones de los directores establecidas por los incisos a) y b) anteriores deberán respetar los límites
fijados por el Artículo 261 de la Ley 19.550, salvo el caso previsto en el último párrafo de dicho artículo.
b)
c)
Artículo 15º—Reuniones
El Directorio se reunirá, como mínimo, una vez por trimestre, sin perjuicio de que el Presidente del Directorio, o quien lo reemplace,
lo convoque cuando lo considere conveniente. Asimismo, el Presidente del Directorio o quien lo reemplace, debe citar al Directorio
cuando lo solicite cualquiera de los directores. La convocatoria se hará, en este último caso, por el Presidente del Directorio, para
llevar a cabo la reunión dentro del quinto día de recibido el pedido; en su defecto, la convocatoria podrá ser efectuada por cualquiera
de los directores. Las reuniones de Directorio deberán ser convocadas por escrito con indicación del orden del día, pero podrán tratarse
temas no incluidos en el orden del día, si se hubieran originado con posterioridad y tuvieran carácter urgente.
8
Artículo 16°—Quórum y mayorías
El Directorio podrá funcionar con los miembros presentes, o comunicados entre sí por otros medios de transmisión simultánea de
sonido, imágenes o palabras. El Directorio funcionará con la presidencia del Presidente del Directorio o quien lo reemplace, pudiendo
delegarse la firma del acta por parte de aquellos que se encuentren a distancia a los miembros presentes. El quórum se constituirá con
la mayoría absoluta de los miembros que lo integren, computándose la asistencia de los miembros participantes, presentes o
comunicados entre sí a distancia. Se dejará constancia en el Acta de la asistencia y la participación de los miembros presentes y de los
miembros a distancia. En caso de que en una reunión convocada regularmente, una hora después de la fijada en la convocatoria no se
hubiese alcanzado quórum, el Presidente del Directorio o quien lo reemplace podrá invitar al o los suplentes de las clases
correspondientes a los ausentes a incorporarse a la reunión hasta alcanzar el quórum mínimo o convocar la reunión para otra fecha. No
obstante, en caso de que las ausencias no afecten el quórum, el Directorio podrá invitar a los suplentes de las clases correspondientes a
incorporarse a la reunión. El Directorio adoptará sus resoluciones por el voto de la mayoría de los miembros presentes y a distancia.
La Comisión Fiscalizadora dejará constancia en el Acta del Directorio de la regularidad de las decisiones adoptadas. El Presidente del
Directorio, o quien lo reemplace tendrá, en todos los casos, derecho a voto y doble voto en caso de empate. Los directores ausentes
podrán autorizar a otro director a votar en su nombre, siempre que existiera quórum, en cuyo caso no se incorporarán suplentes en
reemplazo de quienes así hubieren autorizado. Las actas serán confeccionadas y firmadas dentro de los CINCO (5) días hábiles de
celebrada la reunión por los miembros presentes del Directorio y por el representante de la Comisión Fiscalizadora.
Artículo 17°—Facultades del Directorio
El directorio tendrá amplias facultades para organizar, dirigir y administrar la Sociedad, incluso los que requieren poderes especiales a
tenor del Artículo 1881 del Código Civil y del Artículo 9 del Decreto Ley 5965/63. Podrá especialmente operar con toda clase de
bancos, compañías financieras o entidades crediticias oficiales y privadas; dar y revocar poderes especiales y generales, judiciales, de
administración u otros, con o sin facultad de sustituir; iniciar, proseguir, contestar o desistir denuncias o querellas penales y realizar
todo otro hecho o acto jurídico que haga adquirir derechos o contraer obligaciones a la Sociedad, sin otras limitaciones que las que
resulten de las leyes que le fueren aplicables, del presente Estatuto y de los acuerdos de asambleas, correspondiéndole:
(i)
Otorgar poderes generales y especiales -inclusive aquellos cuyo objeto sea lo previsto en el artículo 1881 del Código Civil-
así como aquellos que faculten para querellar criminalmente, y revocarlos. A los efectos de absolver posiciones, reconocer
documentos en juicios, prestar indagatoria o declarar en procedimientos administrativos, el directorio podrá otorgar poderes
para que la Sociedad sea representada por cualquier director, gerente o apoderado, debidamente instituido.
Comprar, vender, ceder, donar, permutar y dar o tomar en comodato toda clase de bienes muebles e inmuebles,
establecimientos comerciales e industriales, buques, artefactos navales y aeronaves, derechos, inclusive marcas, patentes de
invención y derechos de propiedad industrial e intelectual; constituir servidumbres, como sujeto activo o pasivo, hipotecas,
hipotecas navales, prendas o cualquier otro derecho real y, en general, realizar todos los demás actos y celebrar, dentro o
fuera del país, los contratos que sean atinentes al objeto de la Sociedad, inclusive arrendamientos por el plazo máximo que
establezca la ley.
Asociarse con otras personas de existencia visible o jurídica, conforme a la legislación vigente y a estos Estatutos y celebrar
con ellas contratos de unión transitoria de empresas, o de agrupaciones de colaboración empresaria.
Tramitar ante las autoridades nacionales o extranjeras todo cuanto sea necesario para el cumplimiento del objeto de la
Sociedad.
Aprobar la dotación del personal, efectuar nombramientos de los gerentes generales o especiales, fijar sus niveles de
retribuciones, condiciones de trabajo y cualquier otra medida de política de personal y disponer promociones, pases, traslados
y remociones y aplicar las sanciones que pudieren corresponder.
Emitir, dentro o fuera del país, en moneda nacional o extranjera, debentures, obligaciones negociables y otros títulos de
deuda con garantía real, especial o flotante o sin garantía, convertibles o no, conforme las disposiciones legales que fueren
aplicables y previa resolución de la asamblea competente cuando ello fuere legalmente requerido.
Transar judicial o extrajudicialmente toda clase de cuestiones, comprometer en árbitros o amigables componedores,
promover y contestar toda clase de acciones judiciales y administrativas y asumir el papel de querellante en jurisdicción
penal o correccional competente, otorgar toda clase de fianzas y prorrogar jurisdicciones dentro o fuera del país, renunciar al
derecho de apelar o a prescripciones adquiridas, absolver o poner posiciones en juicio, hacer novaciones, otorgar quitas o
esperas y, en general, efectuar todos los actos que según la ley requieren poder especial.
Efectuar toda clase de operaciones con bancos y entidades financieras inclusive el Banco de la Nación Argentina, de la
Provincia de Buenos Aires, y demás instituciones bancarias y financieras oficiales, privadas o mixtas del país o del exterior.
Celebrar operaciones y contratar préstamos, empréstitos y otras obligaciones con bancos oficiales o particulares, incluidos los
enumerados en la frase anterior, instituciones y organismos internacionales de crédito o de cualquier otra naturaleza, personas
de existencia visible o jurídica, del país o del extranjero.
9
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
Crear, mantener, suprimir, reestructurar o trasladar las dependencias y sectores de la Sociedad y crear nuevas
administraciones regionales, agencias o sucursales dentro o fuera del país; constituir y aceptar representaciones.
Aprobar y someter a la consideración de la asamblea la Memoria, Inventario, Balance General y Estado de Resultados de la
Sociedad proponiendo, anualmente, el destino de las utilidades del Ejercicio.
Aprobar el régimen de contrataciones de la Sociedad, el que asegurará la concurrencia de oferentes, transparencia y
publicidad de procedimientos.
Disponer, si lo considera conveniente y necesario, la creación e integración del Comité Ejecutivo y de otros comités de
Directorio, fijar las funciones y límites de su actuación dentro de las facultades que le otorga este Estatuto y dictar su
reglamento interno.
(xiii) Aprobar, en su caso, la designación del Gerente General y del Subgerente General, de acuerdo con lo dispuesto en el artículo
(xiv)
(xv)
(xvi)
18 (c).
Resolver cualquier duda o cuestión que pudiera suscitarse en la aplicación del presente Estatuto, a cuyo efecto el Directorio
queda investido de amplios poderes sin perjuicio de dar cuenta, oportunamente, a la asamblea.
Dictar su propio reglamento interno.
Solicitar y mantener la cotización, en bolsas y mercados de valores nacionales e internacionales, de sus acciones, y demás
títulos cuando fuere pertinente.
(xvii) Aprobar el presupuesto anual, las estimaciones de gastos e inversiones, los niveles de endeudamiento necesario y los planes
anuales de acción de la Sociedad.
(xviii) Ejercer las demás facultades que le confiere este Estatuto.
La enumeración que antecede es enunciativa y no taxativa y, en consecuencia, el directorio tiene todas las facultades para administrar
y disponer de los bienes de la Sociedad y celebrar todos los actos que hagan al objeto social, salvo las excepciones previstas en el
presente Estatuto, incluso por apoderados especialmente designados al efecto, a los fines y con la amplitud de facultades que, en cada
caso particular, se determine.
Artículo 18º—Presidente y Vicepresidentes del Directorio—Gerente General y Subgerente General.
a)
Designación: El Directorio designará de entre los miembros elegidos por las acciones Clase D a un Presidente del Directorio
y podrá designar, en su caso, Vicepresidentes del Directorio. En caso de empate se resolverá por votación de los directores
elegidos por la clase D. El Presidente y los Vicepresidentes del Directorio durarán en sus cargos dos (2) ejercicios, pero no
más allá de su permanencia en el Directorio, pudiendo ser reelegidos indefinidamente en esas condiciones si fueran electos o
reelectos como directores por la clase D. El Presidente del Directorio ejercerá además el cargo de Gerente General, quien
será el principal ejecutivo de la Sociedad y tendrá a su cargo la conducción de las funciones ejecutivas de la administración.
Si el Presidente del Directorio manifestara al ser electo, o posteriormente, que no desea ejercer el cargo de Gerente General,
propondrá a la persona (que podrá o no ser director, pero en el primer caso deberá haber sido electo por la clase D) que
ejercerá dicho cargo, sujeto a la aprobación del Directorio. El Presidente del Directorio podrá retomar en cualquier momento
el cargo de Gerente General. El Presidente o Gerente General podrá proponer al Directorio las dos personas (que podrán o no
ser directores, pero en el primer caso deberán haber sido electos por la clase D) que, sujeto a la aprobación del Directorio,
ejercerán los cargos de Subgerentes Generales. Los Subgerentes Generales reportarán directamente al Gerente General y lo
asistirán en el gerenciamiento de las operaciones de la Sociedad y en las demás funciones ejecutivas que le atribuya o
delegue el Gerente General, a quien reemplazará en caso de ausencia u otro impedimento transitorio.
Un Subgerente General será el Director General de Operaciones y el restante será Director Adjunto al Vicepresidente
Ejecutivo, de existir este.
Vicepresidentes del Directorio: El Vicepresidente Ejecutivo del Directorio reemplazará al Presidente del Directorio en caso
de renuncia, fallecimiento, incapacidad, inhabilidad, remoción o ausencia temporaria o definitiva de este último. En todos
estos casos, salvo en el de ausencia temporaria, el Directorio deberá elegir nuevo Presidente del Directorio dentro de los
sesenta días de producida la vacancia y según lo previsto en el inciso a) de este artículo. En caso de que exista más de un
Vicepresidente el reemplazo del Presidente corresponderá al que viniese ejercitando funciones de Vicepresidente Ejecutivo, y
en segundo lugar al Vicepresidente del Directorio de mayor edad.
Cuando uno de los Vicepresidentes del Directorio sea nombrado Gerente General o Subgerente General, será denominado
“Vicepresidente Ejecutivo”. Cuando el Presidente del Directorio ejerza el cargo de Gerente General, si el Vicepresidente del
Directorio no reviste el carácter de Vicepresidente Ejecutivo lo reemplazará solamente en el cargo de Presidente del
Directorio.
En caso de empate en la aprobación de la designación del Gerente General o de los Subgerentes Generales, se resolverá por
votación de los directores elegidos por la clase D.
10
b)
c)
d)
e)
A los efectos de su actuación en el extranjero y ante los mercados internacionales de capitales, el Gerente General será
designado como “Chief Executive Officer” y el Director General de Operaciones, será designado como “Chief Operating
Officer”. El Gerente General y los Subgerentes Generales, estarán facultados para firmar todos los contratos, papeles de
comercio, escrituras públicas y demás actos públicos o privados que obliguen y/u otorguen derechos a la Sociedad dentro de
los límites de los poderes que les otorgue el Directorio, sin perjuicio de la representación legal que le corresponde al
Presidente del Directorio y en su caso al Vicepresidente Ejecutivo del Directorio, y de los demás poderes y delegaciones de
firma que el Directorio disponga.
Artículo 19º—Facultades del Presidente del Directorio
Son facultades y deberes del Presidente del Directorio o, a falta de éste, del Vicepresidente Ejecutivo del Directorio, además de las que
pudieren corresponderles según se prevé en el artículo 18º de este Estatuto:
(i)
Ejercer la representación legal de la Sociedad conforme a lo dispuesto en el artículo 268 de la Ley 19.550 y cumplir y hacer
cumplir las leyes, los decretos, el presente Estatuto y las resoluciones que tomen la asamblea, el Directorio y el Comité
Ejecutivo.
Convocar y presidir las reuniones del Directorio con voto en todos los casos y doble voto en caso de empate.
Ejercer, en su caso, el cargo de Gerente General.
Firmar actos públicos y privados en representación de la Sociedad, sin perjuicio de las delegaciones de firmas o de poderes
que el Directorio haya conferido y de las facultades que, en su caso, competen al Gerente General y al Subgerente General.
Ejecutar o hacer ejecutar las resoluciones del Directorio, sin perjuicio de las facultades que competen, en su caso, al Gerente
General y al Subgerente General o de que el Directorio resuelva asumir por sí la ejecución de una resolución o de un tipo de
funciones o atribuciones determinadas.
Presidir las asambleas de la Sociedad.
(ii)
(iii)
(iv)
(v)
(vi)
TITULO VI
FISCALIZACION
Artículo 20°—Comisión Fiscalizadora
a)
Integración: La fiscalización de la Sociedad será ejercida por una comisión fiscalizadora compuesta por un número de tres
(3) a cinco (5) síndicos titulares y tres (3) a cinco (5) suplentes, según lo determine la Asamblea.
Designación: Un síndico y un suplente serán designados por las acciones clase A mientras exista al menos una acción clase
A, y los restantes titulares y suplentes serán designados por las acciones clase D. Los síndicos serán elegidos por el período
de un (1) ejercicio y tendrán las facultades establecidas en la Ley 19.550 y en las disposiciones legales vigentes. La Comisión
Fiscalizadora podrá ser convocada por cualquiera de los síndicos, sesionará con la totalidad de sus miembros y adoptará las
resoluciones por mayoría. El síndico disidente tendrá los derechos, atribuciones y deberes establecidos en la Ley 19.550.
Retribución: Las retribuciones de los síndicos serán fijadas por la asamblea ordinaria dentro de los límites establecidos por la
ley vigente.
b)
c)
TITULO VII
ASAMBLEAS GENERALES
Artículo 21°—Convocatoria
Se convocará a asamblea ordinaria o extraordinaria, en su caso, para considerar los asuntos establecidos en los artículos 234 y 235 de
la Ley 19.550. Las convocatorias se harán de acuerdo con las disposiciones legales vigentes.
Artículo 22°—Publicación
a)
Edictos: Las convocatorias para las asambleas de accionistas, tanto ordinarias como extraordinarias se efectuarán por medio
de avisos publicados en el Boletín Oficial, en uno de los diarios de mayor circulación general en la República y en los
boletines de las bolsas y mercados de valores del país en los que coticen las acciones de la Sociedad, por el término y con la
anticipación establecidos en las disposiciones legales vigentes. El directorio ordenará las publicaciones a efectuar en el
exterior para cumplir con las normas y prácticas vigentes de las jurisdicciones correspondientes a los mercados y Bolsas
donde se coticen esas acciones.
11
b)
Otros medios de difusión: El directorio podrá emplear los servicios de empresas especializadas en la comunicación con
accionistas, y recurrir a otros medios de difusión a fin de hacerles llegar sus puntos de vista sobre los temas a someterse a las
asambleas que se convoquen. El costo de tales servicios y difusión estará a cargo de la Sociedad.
Artículo 23º—Representación
Los accionistas pueden hacerse representar en el acto de la asamblea de la que se trate, mediante el otorgamiento de un mandato en
instrumento privado con su firma certificada en forma judicial, notarial o bancaria. Presidirá las asambleas de accionistas el Presidente
del Directorio o, en su defecto, la persona que designe la asamblea.
Artículo 24°—Celebración
a)
Quórum y mayorías: Rigen el quórum y mayoría determinados por los artículos 243 y 244 de la Ley 19.550 según la clase de
asamblea, convocatoria y materias de que se trate, excepto:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
en cuanto al quórum de la asamblea extraordinaria en segunda convocatoria la que se considerará constituida
cualquiera sea el número de acciones presentes con derecho a voto;
para resolver sobre las cuestiones enumeradas en el inciso (c) del Artículo 6 en que se requerirá el voto afirmativo
de las acciones clase A otorgado en Asamblea Especial;
para resolver sobre las cuestiones enumeradas en el inciso (b) siguiente en los que se requerirá tanto en primera
como en segunda convocatoria, una mayoría equivalente al 75% (setenta y cinco por ciento) de las acciones con
derecho a voto;
para resolver sobre las cuestiones enumeradas en el inciso (c) siguiente en los que se requerirá tanto en primera
como en segunda convocatoria, una mayoría equivalente al 66% (sesenta y seis por ciento) de las acciones con
derecho a voto;
para afectar los derechos de una clase de acciones en que se requerirá la conformidad de dicha clase otorgada en
asamblea especial;
para modificar cualquier regla de este Estatuto que exija una mayoría especial, en que se requerirá también a ese
efecto la mayoría especial; y
en los demás casos de que el presente requiera la votación por clase o la conformidad de cada una de las clases.
Las decisiones que requerirán la mayoría especial prevista en el subinciso (iii) del inciso precedente, sin perjuicio de la
conformidad de la Asamblea Especial de la clase cuyos derechos afecten son: (i) la transferencia al extranjero del domicilio
social; (ii) el cambio fundamental del objeto social de modo que la actividad definida por el artículo 4° de este Estatuto deje
de ser la actividad principal o prioritaria de la sociedad, (iii) el retiro de la cotización de las acciones de la Sociedad de las
Bolsas de Buenos Aires o Nueva York y (iv) la escisión de la Sociedad en varias sociedades, cuando como resultado de la
escisión se transfieran a las sociedades resultantes el 25% o más de los activos de la sociedad incluso cuando ese resultado se
alcanzara por sucesivas escisiones operadas en el plazo de un año.
Las decisiones que requerirán la mayoría especial prevista en el subinciso (iv) del inciso precedente, sin perjuicio de la
conformidad de la Asamblea Especial de la clase cuyos derechos afecten, son: (i) la modificación del Estatuto en cuanto
signifique (A) modificar los porcentajes establecidos en los subincisos 7 (c) o 7 (d) o (B) eliminar los requisitos previstos en
los subincisos 7(e) (ii) 7 (f) (i) (F) y 7 (f) (v) del artículo 7° en el sentido de que la oferta pública de adquisición alcance el
100% de las acciones y títulos convertibles, sea pagadera en dinero efectivo y no sea inferior al precio resultante de los
mecanismos allí previstos; (ii) el otorgamiento de garantías a favor de accionistas de la Sociedad salvo cuando la garantía y la
obligación garantizada se hubieran asumido en consecución del objeto social; (iii) la cesación total de las actividades de
refinación, comercialización y distribución; y (iv) las normas sobre número, nominación, elección y composición del
Directorio.
Asambleas especiales: Para las asambleas especiales de clases se seguirán las normas sobre quórum de la asamblea ordinaria
aplicadas al total de acciones de esa clase en circulación. Existiendo quórum general de todas las clases presentes, cualquier
número de acciones de las clases A, B y C constituirán quórum en primera y ulteriores convocatorias para las asambleas
especiales de dichas clases. Mientras el titular de las acciones de la clase A sea únicamente el Estado Nacional, la asamblea
especial de esa clase podrá reemplazarse con una comunicación firmada por el funcionario público competente para votar
dichas acciones.
b)
c)
d)
12
TITULO VIII
BALANCES Y CUENTAS
Artículo 25°—Ejercicio Social
a)
b)
c)
d)
Fecha: El ejercicio social comenzará el 1 de enero de cada año y concluirá el 31 de diciembre del mismo año, a cuya fecha
debe confeccionarse el Inventario, el Balance General y la Cuenta de Ganancias y Pérdidas conforme las disposiciones
legales en vigencia y normas técnicas en la materia.
Modificación: La asamblea puede modificar la fecha de cierre del ejercicio, inscribiendo la resolución pertinente en el
Registro Público de Comercio y comunicándola a las autoridades del control.
Destino de las utilidades: Las utilidades líquidas y realizadas se distribuirán conforme al siguiente detalle:
(i)
(ii)
(iii)
(iv)
Cinco por ciento (5%) hasta alcanzar el veinte por ciento del capital social, para el Fondo de Reserva Legal;
Remuneración al directorio y síndicos, en su caso;
Dividendos fijos de las acciones preferidas, si las hubiere con esa preferencia, y en su caso, los acumulativos
impagos;
El saldo, en todo o en parte, como dividendo en efectivo a los accionistas ordinarios o a Fondos de Reserva
facultativos o de previsión o a cuenta nueva o al destino que determine la asamblea.
Pago de dividendos: Los dividendos deben ser pagados en proporción a las respectivas integraciones, dentro de los noventa
(90) días de su sanción y el derecho a su percepción prescribe en favor de la Sociedad a los tres (3) años contados desde que
fueran puestos a disposición de los accionistas. La asamblea o en su caso el directorio, podrá autorizar el pago de dividendos
trimestrales, en la medida que no se infrinjan disposiciones aplicables.
TITULO IX
LIQUIDACION
Artículo 26°—Reglas que la rigen
La liquidación de la Sociedad, originada en cualquier causa que fuere se regirá por lo dispuesto en el capítulo I, sección XIII de la Ley
19.550.
TITULO X
OTRAS DISPOSICIONES
Artículo 27°
Todas las menciones efectuadas en el presente a “la fecha de este Estatuto” deben entenderse referidas a la fecha en que se inscriba en
el Registro Público de Comercio, la modificación estatutaria aprobada por el Decreto Nº 1106/93.
Artículo 28°—Normas especiales para adquisiciones del Estado Nacional
(A)
Las previsiones de los incisos e) y f) del Artículo 7 (con la única excepción de lo establecido en el apartado (B) de este
Artículo) se aplicarán a las adquisiciones que directa o indirectamente efectúe el Estado Nacional, por cualquier medio o
título, de acciones o títulos de la Sociedad, 1) cuando como consecuencia de dicha adquisición el Estado Nacional resulte
titular de, o ejerza el control sobre, acciones de la Sociedad que, sumadas a sus tenencias anteriores de cualquier clase,
representen, en total, el 49% o más del capital social; o 2) cuando el Estado Nacional adquiera un 8 % o más de las acciones
clase D en circulación, mientras retenga acciones de la clase A que alcancen o superen el 5% del capital social establecido en
el inciso (a) del artículo 6 de estos Estatutos al tiempo del registro de los mismos en el Registro Público de Comercio. En
caso que las acciones clase A en poder del Estado Nacional representen un porcentaje inferior al anteriormente mencionado,
no regirá lo previsto en el punto 2) de este Artículo, aplicándose en tal caso los criterios generales previstos en el inciso d) del
Artículo 7.
La oferta de compra prevista para los supuestos contemplados en los puntos (1) y (2) del apartado (A) anterior, se limitará a
la totalidad de las acciones de la clase D.
Las sanciones previstas en el inciso (h) del Artículo 7 se limitarán, en el caso del Estado Nacional, a la pérdida del derecho
de voto, cuando la adquisición violatoria de lo previsto en el Artículo 7 y en el presente artículo se haya producido a título
gratuito o por efecto de una situación de hecho o de derecho en la que el Estado Nacional no haya actuado con el fin y la
voluntad de adquirir acciones por encima del límite establecido, salvo que como consecuencia de dicha adquisición, el
Estado Nacional resulte titular de, o ejerza el control sobre, 49% o más del capital social, o 50% o más de las acciones clase
D. En todos los demás casos se aplicarán las sanciones contempladas en el inciso h) del Artículo 7 sin limitación.
(B)
(C)
13
(D)
A los efectos previstos en este artículo y en los incisos e) y f) del artículo 7º, el término “sociedades” contemplado en el
inciso (i) del artículo 7º, en lo que resulte pertinente, incluye cualquier tipo de ente u organismo respecto del cual el Estado
Nacional tenga una vinculación de las características descriptas en el mencionado inciso. El término “títulos” empleado en
este artículo tendrá el alcance previsto en el inciso d) del artículo 7º. El término “adquisición de control” empleado por el
artículo 7º se aplica a las adquisiciones previstas por el apartado (A) de este artículo con las salvedades, excepciones y
régimen establecido en este artículo 28º.
Artículo 29°—Derogado
14
Exhibit 1.2
BY-LAWS OF Y.P.F. SOCIEDAD ANÓNIMA
ARTICLE I
NAME, OFFICES AND DURATION
Section 1 – Name
The Corporation name is YPF SOCIEDAD ANÓNIMA. In the performance of the activities incidental to its corporate purpose and in
all legal acts carried out thereby, it shall indistinctly use either its full name or the short form YPF S.A.
Section 2 – Office
The legal domicile of the Corporation shall be located at the City of Buenos Aires, Argentine Republic, notwithstanding which, it may
establish regional administrations, delegations, branches, agencies or any other kind of representation within the country or abroad.
Section 3 – Duration
The term of duration of the Corporation shall be of one hundred (100) years as from the registration of these By-laws with the Public
Registry of Commerce (Registro Público de Comercio).
ARTICLE II
PURPOSE
Section 4 – Purpose
The Corporation’s purpose shall be to perform, on its own, through third parties or in association with third parties, the survey,
exploration and exploitation of liquid and/or gaseous hydrocarbon fields and other minerals, as well as the industrialization,
transportation and commercialization of these products and their direct or indirect by-products, including petrochemical products,
chemical products, whether derived from hydrocarbons or not, and non-fossil fuels, biofuels and their components, as well as the
generation of electrical energy through the use of hydrocarbons, to which effect it may manufacture, use, purchase, sell, exchange,
import or export them. It shall also be the Corporation’s purpose the rendering, on its own, through a controlled company or in
association with third parties, of telecommunications services in all forms and modalities authorized by the legislation in force after
applying for the relevant licenses as required by the regulatory framework, as well as the production, industrialization, processing,
commercialization, conditioning, transportation and stockpiling of grains and products derived from grains, as well as any other
activity complementary to its industrial and commercial business or any activity which may be necessary to attain its object. To better
achieve these purposes, it may set up, become associated with or have an interest in any public or private entity domiciled in the
country or abroad, within the limits set forth in these By-laws.
Section 5 – Actions for the achievement of the corporate purpose
a)
To accomplish its purpose, the Corporation may carry out any kind of legal act or transaction, including those of a financial
nature but excluding intermediation, which are incidental to its corporate purpose, or related thereto, since for the purpose of
fulfilling its purpose, the Corporation has full legal capacity to acquire rights, undertake obligations, and exercise any act not
prohibited by the laws or these By-laws.
In particular, the Corporation may:
b)
(i)
(ii)
(iii)
Purchase or otherwise acquire real estate, personal property, livestock, facilities and any other class of rights,
titles, shares or securities, sell, exchange, assign or dispose of them under any instrument, give them as security
and encumber them, including pledges, mortgages or any other real-property interests and constitute ease of ways
thereon, become associated with individuals or legal persons, enter into joint ventures and business collaboration
agreements.
Enter into any kind of agreement and undertake obligations, even loans or other liabilities, with official or private
banks, whether national or foreign, international credit institutions and/or organizations of any other nature, accept
and grant consignments, commissions and/or agency agreements and grant commercial credits related to its
business activities.
Issue, in the country or abroad, debentures, corporate bonds, and other debt securities in any currency with or
without a security interest, whether special or floating, convertible or not.
1
ARTICLE III
CAPITAL. SHARES OF STOCK
Section 6 – Principal
a)
Amount of capital stock: The capital stock is fixed in the amount of THREE THOUSAND NINE HUNDRED THIRTY-
THREE MILLION ONE HUNDRED AND TWENTY-SEVEN THOUSAND NINE HUNDRED AND THIRTY
($ 3,933,127,930) fully subscribed and paid in, represented by THREE HUNDRED NINTY-THREE MILLION THREE
HUNDRED AND TWELVE THOUSAND SEVEN HUNDRED NINETY-THREE (393,312,793) book-entry shares of
common stock, of TEN PESOS ($10.00) nominal value each, entitled to one vote per share.
Classes of shares of common stock: The capital stock is divided into four classes of shares of common stock as per the
following detail:
b)
(i)
(ii)
(iii)
(iv)
•
•
•
•
Class A shares of stock, only the National Government shall be the holder of class A shares of stock;
Class B shares of stock, originally destined to be acquired by holders of Consolidation Bonds of Gas and Oil
Royalties or creditors of the Nation on account of gas and oil royalties. Class B shares of stock acquired by a
holder of such Bonds other than a Province or the National Government shall become Class D shares of stock;
Class C shares of stock, originally destined by the National Government to the Corporation’s employees under the
Shared Ownership Program set forth in Act 23,696. Class C shares of stock not purchased by the Corporation’s
employees under the Shared Ownership Program shall become class A shares of stock; and
Class D shares of stock, thus converted due to the transfer of class A, B or C shares of stock to any person in
accordance with the following rules:
Class A shares of stock transferred by the National Government to any person shall become class D shares of
stock, except for transfers to the Provinces, if previously authorized by law, in which case they shall not change
their class.
Class B shares of stock that the Provinces transfer to any person other than a Province shall become class D shares
of stock.
Class C shares of stock that are transferred to third parties beyond the Shared Ownership Program shall become
class D shares of stock.
Class D shares of stock shall not change to other classes by virtue of the subscription or acquisition thereof by the
National Government, the Provinces, other public legal entity or by the personnel participating in the Shared
Ownership Program.
c)
Class A special rights: The affirmative vote of class A shares of stock, whatever the percentage of capital stock that such
class of shares represents, shall be required so that the Corporation validly resolves to:
(i)
(ii)
(iii)
(iv)
(v)
Determine the merger with another or other companies;
Accept that the Corporation, through the acquisition of its shares by third parties, shall become subject to a
takeover, whether consented or hostile, representing the holding of more than fifty percent (50 %) of the capital
stock of the Corporation;
Transfer to third parties all of the exploitation rights granted within the framework of Act 17,319, its
supplementary and regulatory rules, and Act 24,145, for it to determine the full suspension of the exploration and
exploitation activities of the Corporation;
Determine the voluntary dissolution of the Corporation;
Transfer the corporate or fiscal domicile of the Corporation outside the Argentine Republic.
Besides, the prior enactment of a national law will be required to resolve favorably on paragraphs (iii) and (iv) above.
d)
Preferred shares of stock: The Corporation may issue preferred shares with or without voting right, which shall be divided
into classes A, B, C, and D. The same rules on ownership and conversion set forth in subsection b) above for the same class
of shares of common stock shall be applied to each class of preferred stock. When preferred shares of stock exercise their
voting right (whether temporarily or permanently), they shall do so as members, to such effect, of the class they belong to.
Capital Increases: The capital may be increased up to five times its original amount by resolution passed at the regular
shareholders’ meeting, in accordance with the provisions of section 188 of Act 19,550, such limit being ruled out if the
Corporation is authorized to make a public offering of its shares of stock. The regular shareholders’ meeting shall establish
the nature of the shares to be issued on account of the capital increase, pursuant to the conditions set forth in these By-laws, it
being able to delegate to the Board of Directors the power to set the time of issuance, as well as the determination of the
payment terms and conditions of the shares, being also empowered to carry out any other delegation authorized by law. The
e)
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issuance of shares of preferred or common stock shall be carried out per classes, respecting the proportion existing among the
different classes as of the date of issuance, without prejudice to the modifications that may subsequently be derived from the
exercise of the preemptive and accretion rights, as provided for in section 8 hereof.
Section 7 – Transfer of stock
a)
b)
c)
d)
Book-entry stocks: Shares shall not be represented by certificates. Instead, they shall be book-entry shares and shall be
recorded in accounts kept under their holder’s names in the Corporation, commercial banks, investment banks or securities
clearing houses as authorized by the Board of Directors. Shares of stock shall be indivisible. Should there be co-ownership,
the representation to exercise the rights or the fulfillment of obligations shall be unified.
Transfer of class A or C shares: Any transfer of class A shares carried out in breach of the provisions of the last paragraph of
section 8 of Act 24,145, or of class C shares carried out in breach of the rules of the Shared Ownership Program or the
relevant General Transfer Agreement notified by effective means to the Corporation, shall be null and void and shall not be
acknowledged by the Corporation.
Information duty: Any person who shall, directly or indirectly, acquire by any means or instrument, class D shares, or which
upon transfer shall be converted into class D, or securities of the Corporation of any type that may be convertible into class D
shares (including, within the meaning of the term “securities”, but without limitation, debentures, corporate bonds, and stock
coupons), which shall grant control over more than three per cent (3%) of the class D shares, shall notify the Corporation
within five (5) days as from the acquisition that caused such excess, and report such circumstance to the Corporation,
notwithstanding the compliance of the additional measures imposed by the applicable regulations on capital markets for this
kind of event. The information referred to above shall also include the transaction date, the price, the number of shares
purchased and the intent of the purchaser to acquire a larger stake or to take over control of the corporate will. If the
purchaser is made up of a group of individuals, it shall be bound to identify the members composing the group. The
information herein provided for shall be furnished in relation to acquisitions carried out after the one informed first, when the
limit on the amounts of class D shares indicated in the latest information shall be exceeded again in accordance with the
provisions hereunder.
Takeover: If the terms of subsections e) and f) of this section are not complied with, it shall be forbidden to acquire shares or
securities of the Corporation, whether directly or indirectly, by any means or instrument (including within the meaning of the
term “securities”, without limitation, debentures, corporate bonds and stock coupons) convertible into shares if, as a result of
such acquisition, the purchaser becomes the holder of, or exercises the control of, class D shares of stock of the Corporation
which, in addition to its prior holdings of such class (if any), represent, in the aggregate, FIFTEEN PERCENT (15%) or more
of the capital stock, or TWENTY PERCENT (20%) or more of the outstanding class D shares of stock, if the shares
representing such TWENTY PERCENT (20%) constitute, at the same time, less than FIFTEEN PERCENT (15%) of the
capital stock.
Notwithstanding the foregoing: (i) acquisitions by the person already holding, or the person already exercising control of,
shares representing more than FIFTY PERCENT (50%) of the capital stock shall be excluded from the provisions of
subsections e) and f) of this section; and (ii) any subsequent acquisitions by any person already holding, or any person
already exercising the control of, shares representing FIFTEEN PERCENT (15%) or more of the capital stock, or TWENTY
PERCENT (20%) or more of outstanding Class D shares, if the shares representing such TWENTY PERCENT
(20%) constitute, at the same time, less than FIFTEEN PERCENT (15%) of the capital stock, provided the shares the
purchaser already holds or becomes a holder of (including the shares it held prior to the acquisition and those it acquired by
virtue thereof) do not exceed FIFTY PERCENT (50%) of the capital stock, shall be excluded from the provisions of
subsection e) paragraph (ii) and subsection f) of this section.
Acquisitions referred to in this subsection d) are called “Takeovers”.
e)
Requirements: The person wishing to a Takeover (hereinafter called “the Bidder”) shall:
(i)
(ii)
Obtain the prior consent of the special shareholders’ meeting of class A shareholders; and
Arrange a takeover bid for the acquisition of all the shares of all classes of the Corporation and all securities
convertible into shares.
f)
Any decision passed at special shareholders’ meeting of Class A shares regarding the matters provided for in this subsection
e) shall be final and shall not entitle any of the parties to claim any kind of compensation.
Takeover Bid: Each takeover bid shall be conducted in accordance with the procedure herein stipulated and, to the extent that
applicable regulations in the jurisdictions where the takeover bid takes place and the provisions of the stock exchanges where
the Corporation’s shares and securities are listed impose additional or stricter requirements than the ones provided hereunder,
such additional or stricter requirements shall be complied with in the stock exchanges or markets where they are applicable.
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(i)
(ii)
(iii)
(iv)
(v)
The Bidder shall notify the Corporation in writing about the takeover bid at least fifteen business days in advance
to the starting date thereof. The Corporation shall be notified about all terms and conditions of any agreement or
memorandum of understanding that the Bidder might have entered into or might intend to enter into with a holder
of shares of the Corporation whereby, if such agreement or memorandum of understanding were executed, the
Bidder would be in the situation described in the first paragraph of subsection d) of this Section (hereinafter called
“Prior Agreement”). Such notice shall include the following minimum information:
The Bidder’s identification, nationality, domicile, and telephone number;
(A)
If the Bidder is made up by a group of persons, the identification and domicile of each Bidder of the
group and of the managing officer of each person or entity making up the group;
(B)
(C)
(D)
(E)
(F)
(G)
The consideration offered for the shares of stock and/or securities. If the takeover bid is subject to the
condition that a certain number of shares be acquired, such minimum number shall be indicated;
The scheduled expiration date of the takeover bid period, whether it can be extended, and if so, the
procedure therefor;
A statement by the Bidder indicating the exact dates before and after which the shareholders and security
holders, who subjected them for sale subject to the takeover bid regime, shall be entitled to withdraw
them, how the shares and securities thus subjected to sale shall be accepted, and in accordance to which
the withdrawal of the shares and securities from sale under the takeover bid regime shall be carried out;
A statement indicating that the takeover bid shall be open to all shareholders and holders of securities
convertible into shares of stock;
Any additional information, including the Bidder’s accounting statements, as the Corporation may
reasonably request or which may be necessary so as to avoid the above-mentioned notice from leading to
wrong conclusions or when the information submitted is incomplete or insufficient.
The Board of Directors shall call special meeting of class A shares of stock, by any effective means, to be held ten
business days following the receipt by the Corporation of the notice indicated under paragraph (i), for the purpose
of considering the approval of the takeover bid, and it shall submit to such meeting its recommendation in that
regard. If the meeting is not held despite the call, or if it is held but the takeover bid is rejected, the latter shall not
be carried out, nor shall the Prior Agreement, if any, be executed.
The Corporation shall send by mail to each shareholder or holder of securities convertible into stock, at the
Bidder’s cost and expense, and with reasonable due diligence, a copy of the notice delivered to the Corporation in
accordance with the provisions of paragraph (i). The Bidder shall make an advance payment to Corporation of the
funds required for such purpose.
The Bidder shall send by mail or otherwise deliver, with reasonable due diligence, to each shareholder or holder of
securities convertible into stock who shall so request, a copy of the notice delivered to the Corporation and shall
publish a notice containing substantially the information stated in paragraph (i), at least once a week, starting on
the date such notice is served on the Corporation pursuant to paragraph (i) and ending upon the expiration date of
the takeover bid. Subject to the applicable legal provisions, this information shall be published in the business
section of the major newspapers of the Argentine Republic, in the City of New York, U.S.A. and any other city
where the shares shall be listed.
The consideration for each share of stock or security convertible into stock payable to each shareholder or security
holder shall be the same, in cash, and shall not be lower than the highest of the following prices of each class D
share of stock or security convertible into a class D share:
(A)
the highest price per share or security paid by the Bidder, or on behalf thereof, in relation to any
acquisition of class D shares of stock or securities convertible into class D shares of stock within the two-
year period immediately preceding the notice of Takeover, adjusted as a consequence of any division of
shares, stock dividend, subdivision or reclassification affecting or related to class D shares of stock; or
The highest closing price, at the seller’s rate, during the thirty-day period immediately preceding such
notice, of a class D share of stock as quoted by the Buenos Aires Stock Exchange, in each case as
adjusted as a consequence of any division of shares, stock dividend, subdivision or reclassification
affecting or related to class D shares of stock; or
A price per share equal to the market price per class D share of stock determined as stated in paragraph
(B) herein multiplied by the ratio between: (a) the highest price per share paid by the Bidder, or on his
behalf, for any class D share of stock, in any share acquisition of this class within the two-year term
immediately preceding the notice date indicated in paragraph (i), and (b) the market price for class D
share of stock on the day immediately preceding the first day of the two-year period in which the Bidder
(B)
(C)
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acquired any type of interest or right in a class D share of stock. In each case the price shall be adjusted
taking into account the subsequent division of shares, stock dividend, subdivision or reclassification
affecting or related to class D; or
(D)
The Corporation’s net income per class D share during the last four complete fiscal quarters immediately
preceding the notice date indicated in paragraph (i), multiplied by the higher of the following ratios: the
price/income ratio for that period for class D shares of stock (if any) or the highest price/income ratio for
the Corporation during the two-year period immediately preceding the notice date indicated in paragraph
(i). Such multiples shall be determined by applying the regular method used by the financial community
for computing and reporting purposes.
The shareholders or security holders that have subjected them to the takeover bid may withdraw them from the bid
before the date established for the expiration of such bid.
The takeover bid shall be open for a minimum term of TWENTY (20) days and a maximum term of THIRTY
(30) days as from the date the bid was authorized by Comisión Nacional de Valores de Argentina (Argentine
Securities Exchange Commission).
The Bidder shall acquire all shares and/or securities convertible into stock that before the expiration date of the
takeover bid are set on sale in accordance with the regime ruling takeover bids. If the number of such shares or
securities is lower than the minimum number to which the Bidder conditioned the takeover bid, the Bidder may
withdraw it.
If the Bidder has not set a minimum number as a condition to the takeover bid as stated in paragraph (i) (C) of this
subsection, once this procedure has finished, the Bidder may execute the Prior Agreement, if any, whatever the
number of shares of stock and/or securities purchased thereby under the regime regulating takeover bids. If he has
set that minimum number, the Bidder shall execute the Prior Agreement only if the minimum number required
under the regime ruling takeover bids has been exceeded. The prior agreement shall be executed within thirty days
as from the closing of the takeover bid, otherwise, it shall be necessary to repeat the procedure provided for in this
section to execute it.
(vi)
(vii)
(vii)
(ix)
g)
If there existed no Prior Agreement, the Bidder, in the afore-mentioned cases and opportunities where such Prior
Agreement could be executed, may purchase freely the number of shares of stock and/or securities that he reported
to the Corporation through the communication set forth in paragraph (i) of this subsection, provided the Bidder has
not purchased such number of shares of stock and/or securities under the takeover bid regime.
Related transactions: Any merger, consolidation or any other combination leading to substantially the same effects
(hereinafter called “the Related Transaction”) comprising the Corporation or any other person (hereinafter “the Interested
Shareholder”) that has previously carried out a Takeover, or having for the Interested Shareholder the effects, regarding the
holding of class D shares of stock, of a Takeover, shall only be performed if the consideration to be received by each
shareholder from the Corporation in such Related Transaction is equal for all shareholders and not lower than:
(i)
(ii)
(iii)
The highest price per share of stock paid by or on account of such Interested Shareholder in relation to the
acquisition of:
(A)
Shares of the class to be transferred by the shareholders in such Related Transaction (hereinafter called
“the Class”), within the two-year period immediately preceding the first public announcement of the
Related Transaction (hereinafter called “the Announcement Date”), or
Shares of the Class purchased by said Interested Shareholder in any Takeover.
(B)
In both cases as adjusted by virtue of any stock division, share dividend, subdivision or reclassification affecting
or related to the class.
The highest closing price, at the seller’s rate, during the thirty-day period immediately preceding the
announcement date or the date of purchase of the shares of the Class by the Interested Shareholder in any
Takeover, of a share of the Class as quoted at the Buenos Aires Stock Exchange, adjusted by any division of
shares, stock dividend, subdivision or reclassification affecting or related to the Class.
A price per share equal to the market price of a share of the Class determined as established in subsection (ii) of
this section multiplied by the ratio between: (a) the highest price per share paid by the Interested Shareholder or on
his behalf, for any share of the Class, in any acquisition of shares of the Class within the two-year period
immediately preceding the Announcement Date, and (b) the market price per share of the Class on the day
immediately preceding the first day of the two-year period in which the Interested Shareholder acquired any type
of interest or right in a share of the Class. In each case the price shall be adjusted taking into account the
subsequent division of shares, stock dividend, subdivision or reclassification affecting or related to the Class.
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(iv)
The net income of the Corporation per each share of the Class during the last four complete fiscal quarters
immediately preceding the Announcement Date, multiplied by the higher of the following ratios: the price /
income ratio for that period for the shares of stock of the Class (if any) or the highest price / income for the
Corporation in the two-year period immediately preceding the Announcement Date. Such multiples shall be
determined using the regular method used by the financial community for their computation and reporting.
h)
i)
Breach of Requirements: Shares of stock and securities acquired in breach of the provisions of subsections 7 c) through 7 g),
both included, of this section, shall not grant any right to vote or collect dividends or other distributions that the Corporation
may carry out, nor shall they be computed to determine the presence of the quorum at any of the shareholders’ meetings of
the Corporation, until such shares of stock are sold, in the case the purchaser has obtained the direct control of YPF, or until
the purchaser loses the control of the YPF’s parent company, if the takeover has been indirect.
Construction: For the purposes of section 7, the term “indirectly” shall include the purchaser’s parent companies, the
companies controlled by it or that would end up under the control thereof as a consequence of the Takeover, Takeover Bid,
Prior Agreement, or Related Transaction, as the case may be, that would grant at the same time the control of the
Corporation, the companies submitted to the common control of the purchaser and other persons acting jointly with the
purchaser; likewise, the holdings a person has through trusts, American Depositary Receipts (“ADR”) or other similar
mechanisms shall be included.
The Corporation is not adhered to the Optional Statutory Regime for the Mandatory Acquisition of Shares in a Takeover Bid
(Régimen Estatutario Optativo de Oferta Pública de Adquisición Obligatoria) under the regulations of section 24 of Decree
677/01.
Section 8 – Preemptive right
a)
General rules: The holders of each class of common or preferred stock shall be entitled to a preemptive right in the
subscription of the shares of stock of the same class to be issued, pro rata their holdings. This right shall be exercised under
the conditions and terms established in the applicable Law and regulations. The conditions of issuance, subscription and
payment of class C shares of stock may be more advantageous for their purchasers than the ones provided for the rest of the
shares; however, under no circumstances shall they be more onerous. Any preemptive right holder, whatever the class of
stock originating it, may assign it to any third party, in which case the share of stock entitled to such preemptive right shall
become or consist of a class D share of stock.
Accretion Right: The accretion right shall be exercised within the same period fixed for the preemptive right, and with
respect to all classes of shares that have not been initially subscribed. To such purposes:
b)
(i)
(ii)
(iii)
(iv)
(v)
Class A shares that have not been subscribed in exercise of the preemptive right of by the National Government
shall be converted into class D shares and shall be offered to the shareholders of such Class that have expressed
their intention to exercise their accretion right with respect to non-subscribed class A shares;
Class B shares that have not been subscribed by the Provinces in exercise of their original preemptive rights, for
failure to exercise such right or due to the assignment thereof, shall be allocated to the Provinces having
subscribed class B shares and having expressed their intention to exercise their accretion right, and the balance
shall be converted into class D shares to be offered to class D shareholders who have expressed their intention to
exercise their accretion right with respect to non-subscribed class B shares;
Class C shares that have been subscribed by the persons comprised in the Shared Ownership Program in exercise
of their original preemptive rights, due to failure to do so or to assignment thereof, shall be assigned to those
persons comprised in such regime that have subscribed class C shares and have stated their intention to exercise
their accretion right, and the balance shall be converted into class D shares to be offered to shareholders of that
class who have stated their intention to exercise their accretion right with respect to non-subscribed class C shares;
Class D shares not subscribed in exercise of the preemptive rights incidental to that class of shares shall be
assigned to the subscribers of that class who have stated their intention to exercise their accretion right;
The remaining class D shares shall be assigned to shareholders of other classes who have stated their intention to
exercise their accretion right.
c)
Limits: The preemptive and accretion rights set forth in the preceding paragraphs shall only exist provided they are required
by the corporate legislation in force at the time or that they are necessary to comply with the applicable provisions of Acts
23,696 and 24,145.
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b)
c)
b)
c)
d)
e)
f)
Section 9 – Public and private offering. Revoked
ARTICLE IV
CORPORATE BONDS, PROFIT SHARING STOCK (“BONOS DE PARTICIPACIÓN”) AND OTHER SECURITIES
Section 10 – Securities the Corporation may Issue
a)
Corporate bonds: The Corporation may issue corporate bonds, whether convertible or not. When it is required by law that the
issuance of corporate bonds be decided by the shareholders’ meeting, said meeting may delegate all or some of the issuance
conditions to the Board of Directors.
Other securities: The Corporation may issue preferential right securities (“bonos de preferencia”) and other securities
authorized by the applicable law. The preferential right securities shall grant their holders the preemptive subscription right in
the event of capital increases decided in the future and up to the amount that such securities shall allow. In the subscription of
such securities and other convertible securities, the shareholders shall have the preemptive right under the terms and in the
cases established in section 8 of these By-laws.
Conversion into class D: Any convertible security issued by the Corporation shall grant the conversion right only into class D
shares of stock. Its issuance shall be authorized at a special meeting of class D shareholders.
ARTICLE V
ADMINISTRATION AND MANAGEMENT
Section 11 – Board of Directors
a)
Number: The administration and management of the Corporation shall be in the hands of a Board of Directors composed of
at least eleven (11) and not more than twenty-one (21) regular Directors, as may be decided at the Shareholders’ Meeting,
who shall be appointed to serve for a term of 1 to 3 fiscal years, as may be decided at the Shareholders Meeting in each case,
and may be reelected indefinitely, notwithstanding the provisions of subsection e) of this section.
Alternate directors: Each class of shares shall appoint an equal or lower number of alternate directors than the number of
regular directors it is authorized to appoint. Alternate directors shall fill the vacancies within their respective class in the
order of their appointment upon the occurrence of such vacancy, whether by absence, resignation, license, incapacity,
disability or death, prior acceptance by the Board of the grounds for substitution, should it be temporary.
Appointment: Directors shall be appointed by the majority vote within each of the classes of ordinary shares of stock, as
indicated below:
(i)
(ii)
(iii)
class A shall appoint a regular and an alternate director provided there exists at least one class A share;
The appointment of the other regular and alternate directors (which shall in no case be lower than six regular
directors and an equal or lower number of alternate directors) shall correspond to class D. Classes B and C shall
cast their votes together with class D shares at the special meeting of shareholders of such class called for the
appointment of Directors;
at Class D special meetings of shareholders called for the appointment of directors, directors may be elected by
cumulative voting in compliance with provisions of section 263 of Act 19,550, even when such meeting is
attended by holders of shares A, B or C as afore-mentioned.
Absence of a class: If no shares of a given class entitled to vote in the election of directors of a class of shares are present at a
meeting held on second call for the appointment of directors, then the directors of such class shall be elected by the
shareholders of the remaining classes voting jointly as if they belonged to a single class, except when the absence of
shareholders shall occur at meetings of Class A, B or C shareholders, in which case the statutory auditor elected by class A
shares or jointly by classes A, B and C, as appropriate pursuant to the provisions of section 21, subsection b), shall appoint
the regular and alternate directors of those classes that are absent.
Staggered Appointment: Directors shall be appointed for the term decided at the meeting as provided for in section 11,
subsection a), except when directors are appointed to complete the term of office of the directors being replaced.
Candidate nomination: Each meeting at which directors for class D shares are to be elected, any class D shareholder or group
of shareholders holding more than three per cent (3%) of the capital represented by class D shares, may request that all
shareholders of such class be sent a list of the candidates to be proposed by such shareholder or group of shareholders at the
meeting of such class for the election thereof. In the case of depositary banks having shares registered in their name, these
provisions shall apply with respect to the beneficiaries. Likewise, the board of directors may propose candidates for the office
of directors to be elected at the shareholders’ meetings of the respective classes, whose names shall be notified to all
shareholders together with the lists proposed by the shareholders first above-mentioned. The preceding provisions shall not
prevent any shareholder present at the meeting from proposing candidates not included in the nominations notified by the
Board. No proposal for the election of directors for any of the classes may be made, prior to the meeting or during the course
thereof, unless the written acceptance of the offices by the nominated candidates is presented to the Corporation.
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g)
h)
Manner of election: Notwithstanding the provisions related to cumulative voting set forth in paragraph (vi), subsection c) of
this Section, class D Directors shall be elected by voting a whole list provided no shareholder shall object thereto; otherwise,
it shall be carried out individually. The list or person, as the case may be, shall be considered elected when it has obtained the
absolute majority vote of class D shares of stock present at the meeting. Should no list obtain a majority vote, a new voting
shall take place in which the two lists or persons receiving the higher number of votes shall participate, and the list or person
obtaining the higher number of votes shall be deemed elected.
Removal: Subject to the requirements of applicable quorums, each class, by a majority vote of the shares of the class present
at the meeting, may remove the directors elected thereby, provided the removal has been included in the agenda.
Section 12 – Performance Bond
Each Regular Director shall furnish a bond for the amount of at least ten thousand Pesos ($ 10,000) or its equivalent, which may
consist of securities, sovereign bonds or amounts of money in domestic or foreign currencies deposited with financial institutions or
securities clearing houses, to the order of the Corporation, or sureties or bank guaranties, or surety bonds or third party insurance to
the name of the Corporation, which cost shall be borne by each Director; no bond shall be furnished by depositing funds in the
corporate safe deposit box. When the bond is furnished by depositing securities, sovereign bonds or sums of money in domestic or
foreign currencies, the conditions under which such deposits are made shall ensure their unavailability during the course of any
liability claims against him. Alternate Directors shall only furnish the mentioned bond in the event of taking office in replacement of a
regular Director to complete the relevant term or terms of office.
Section 13 – Vacancies
Statutory auditors may appoint directors in the event vacancies, who shall hold office until the election of new Directors at the
shareholders meeting. The statutory auditor appointed by Class A shares shall appoint one Director for Class A shareholder, following
consultation with Class A shareholder, and the statutory auditors appointed by Class D shares shall appoint Directors for such class.
Section 14 – Remuneration
a)
Non-executive members: The duties of non-executive Board members shall be compensated pursuant to the resolution passed
annually at the regular meeting in global terms and shall be distributed in equal parts among them, whereas among alternate
directors, such distribution shall be made pro rata the term during which they replaced such regular members. The meeting
shall authorize the amounts that may be paid on account of such fees during the current fiscal year, subject to the approval at
the meeting at which such fiscal year shall be considered.
Executive members: The Corporation directors performing executive, technical and administrative functions or special
assignments shall receive a remuneration for such duties or assignments which shall be in line with those prevailing in the
market, and which shall be fixed by the Board, with abstention of the above-mentioned. Such remunerations, together with
those of the whole Board, shall be subject to the approval of the shareholders’ meeting, pursuant to the system provided for
by section 261 of Act. 19,550.
General rule: Directors’ remunerations set forth in the foregoing subsections a) and b) shall comply with the limits provided
for by section 261 of Act 19,550, except for the case provided for in the last paragraph of such section.
b)
c)
Section 15 – Meetings
The Board shall meet at least once a quarter, and may be called by the Chairman of the Board of Directors, or his replacement,
whenever he shall deem it convenient. Likewise, the Chairman of the Board, or his replacement, shall call a meeting of the Board at
any of the director’s request. In this case, the meeting shall be called by Chairman of the Board, and the meeting shall be held within a
term of five days as from the request receipt; otherwise, the meeting may be called by any of the directors. The Meetings of the Board
of Directors shall be called by written notice and shall include the agenda. However, items not included in the agenda may be
considered in the event of urgent matters occurring after the call.
Section 16 – Quorum and majorities
At the meetings, the Board may transact business with the members present thereat, or communicated with one another by other
means of simultaneous transmission of sound, images or words. The Board shall be presided over by the Chairman of the Board of
Directors, or his replacement, and the signing of the minutes may be delegated by those who attend the meeting from another place to
the members present at the meeting. The absolute majority of the board members shall constitute a quorum for the transaction of
business, considering the attendance of participating and present members as well as those communicated with one another from
another place. The attendance and participation of the members present and of the members attending the meeting from another place
shall be entered in the minutes. If at a regularly called meeting, after one hour of the time fixed in the meeting notice the quorum shall
not be present, the Chairman of the Board, or his replacement, may invite the alternate directors of the classes corresponding to those
8
absent at the meeting to join the meeting until the minimum quorum shall be present or may call the meeting to another date.
Notwithstanding the above, in the event the absences shall not affect the quorum, the board may invite the alternate directors of the
corresponding classes to join the meeting. The Board shall adopt resolutions by the majority vote of the members present at the
meeting and of those participating thereat from another place. The Statutory Committee shall register in the Board Minutes the
adoption of resolutions according to the appropriate procedure. The Chairman of the Board, or his replacement, shall, in all cases, be
entitled to vote and double vote should the ballots result in a tie. Absent directors may authorize another director to vote on their
behalf, provided the quorum shall be present, in which case no alternate directors shall join the meeting in replacement of the directors
granting such authorization. Minutes shall be prepared and signed within FIVE (5) business days from the date on which the meeting
was held by the present members of the Board and by the representative of the Statutory Committee.
Section 17 – Powers of the Board of Directors
The Board of Directors shall have wide powers to organize, conduct and manage the affairs of the Corporation, including those
powers which require the granting of special powers of attorney as provided for in Section 1881 of the Civil Code and Section 9 of
Decree Law 5965/63. It may specifically operate with all kind of banks, financial companies or public and private credit institutions;
grant or revoke special, general, judicial, administrative or other kind of powers of attorney, with or without power of substitution;
bring in, prosecute, answer or waive claims or criminal actions, and carry out any other proceedings or legal acts by which the
Corporation shall acquire rights or assume obligations, with no further restriction than those arising from the applicable laws, these
By-laws or the decisions adopted at the meetings, being empowered to:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Grant general and special powers of attorney – including those having the purpose set forth in section 1881 of the Civil Code
– as well as those authorizing to lodge criminal actions, and to revoke them. For the purposes of filing and answering
interrogatories, acknowledge documents in court proceedings, make statements answering charges at the preliminary
investigation proceedings or declare at administrative proceedings, the Board shall be allowed to grant powers so that the
Corporation be represented by a duly appointed director, manager, or attorney-in-fact.
Purchase, sell, assign, grant, exchange and give and accept in gratuitous bailment all kinds of real and personal property,
business and industrial facilities, vessels, shipping equipment and aircraft, rights, including trade-marks and letters patent and
industrial and intellectual property rights; enter into easement agreements, either as grantor or grantee, mortgages, ship
mortgages, pledges or any other security interest and, in general, carry out any and all acts and enter into all the contracts
deemed convenient with respect to the Corporate purpose, whether within the country or abroad, including leases for the
maximum term established by law.
Become associated with individuals or legal persons, in compliance with the legislation in force and these By-laws and enter
into joint ventures or business collaboration agreements.
Take all the necessary steps before national or foreign authorities for the fulfillment of the Corporation’s purpose.
Approve staff appointments, appoint general or special managers, fix the compensation levels and working conditions
thereof, and any other action related to staff policy, decide promotions, transfers and removals, and apply the penalties that
might be applicable.
Issue, within the country or abroad, in national or foreign currency, debentures, corporate bonds or bonds guaranteed by a
security interest, or by a special or floating guarantee or unsecured, whether convertible or not, pursuant to the legal
applicable provisions and with the prior consent of the pertinent shareholders meeting when legally required.
(vii) Make court or out-of-court settlements in all kind of matters, submit to arbitration proceedings, file and answer all kinds of
legal and administrative complaints and assume the capacity as accuser in the competent criminal or correctional jurisdiction,
grant all kinds of bonds and extend jurisdictions within the country or abroad, waive the right to appeal and any applicable
statutes of limitation, file or answer interrogatories in court, make novations, grant debt reductions or grace periods and, in
general, perform all acts for which the law requires a special power of attorney.
Carry out all kinds of transactions with banks and financial institutions, including Banco de la Nación Argentina, Banco de la
Provincia de Buenos Aires, and other official banking and financial institutions, whether private, semi-private existing within
the country or abroad. Perform transactions and take out loans and other liabilities with official or private banks, including
those mentioned in the preceding phrase, international credit institutions or agencies or of any other nature, individuals or
legal persons domiciled in the country or abroad.
Create, maintain, close, restructure or transfer the offices and divisions of the Corporation and create new regional
administrations, agencies or branches within the country or abroad; set up and accept representations.
Approve and submit the Annual Report, Inventory, General Balance Sheet and Statement of Income of the Corporation at the
shareholders’ meeting for the consideration thereof, proposing, on an annual basis, the allocation of the Fiscal Year profits.
Approve the contracting system of the Corporation, which shall ensure the participation of bidders as well as the
transparency and publicity of the bidding process.
(viii)
(ix)
(x)
(xi)
9
(xii)
Decide, if he shall deem it convenient and necessary, the creation of an executive committee and other committees of the
Board, determine the functions and performance restrictions thereof within the powers granted by these By-laws and issue
the internal rules of procedure thereof.
(xiii) Approve, if applicable, the appointment of the General Manager and Assistant General Manager, as provided for in section
(xiv)
(xv)
(xvi)
18 (c).
Resolve all doubts or issues derived from the application of these By-laws, for which purpose the Board of Directors shall be
vested with ample powers, all of which shall be reported in due time at the shareholders’ meeting.
Issue its own internal rules of procedure.
Request and maintain the quotation, on the domestic and foreign stock and security markets, of its shares of stock and other
securities when deemed necessary.
(xvii) Approve the annual budget, expenditure and investment estimates, the necessary borrowing levels and the annual action plan
of the Corporation.
(xviii) Exercise the other powers granted by these By-laws.
The above list of powers is merely illustrative and not restrictive, and therefore, the Board is vested with all the powers to manage and
dispose of the assets of the Corporation and to perform all the acts for the best fulfillment of the corporate purpose, save as otherwise
provided for in these By-laws. Such powers may be exercised by attorneys-in-fact specifically appointed to such end, for the purposes
and to the extent determined in each particular case.
Section 18 – Chairman and Vice Chairman of the Board of Directors – General Manager – Assistant General Manager
a)
Appointment: The Board shall appoint a Chairman from among the members elected by Class D shares, and it may appoint,
as applicable, Vice Chairmen of the Board. In the event of a tie, it shall be decided by the votes cast by the Directors elected
by Class D. The Chairman and Vice Chairmen of the Board shall hold office for two (2) fiscal years, provided such term
shall not exceed their respective terms of office, and may be indefinitely reelected under such conditions should they be
elected or reelected as Directors by Class D. The Chairman of the Board shall also serve as General Manager. He shall be the
Corporations’ chief executive officer and shall be responsible for the executive management functions. Should the Chairman
of the Board state upon his election, or subsequently thereto, that he does not wish to serve as General Manager, he shall
propose the person (who may be a Director or not, but in the first case he shall have been elected by Class D shareholders)
who shall hold such office, subject to the Board’s consent. The Chairman of the Board may resume at any time the position
as General Manager. The Chairman or the General Manager may propose two persons to the Board (who may be Directors or
not, but in the first case they shall have been elected by Class D) who, subject to the Board’s approval, shall serve as
Assistant General Managers. The Assistant General Managers shall report directly to the General Manager and shall assist
him in the management of the corporate affairs as well as in other executive functions assigned or delegated thereto by the
General Manager, whom he shall replace in case of absence or other interim impediment. One Assistant General Manager
shall serve as General Operations Director and the other as Assistant Director to the Executive Vice Chairman, if any.
Vice Chairmen of the Board: The Executive Vice Chairman of the Board shall replace the Chairman of the Board in case of
resignation, death, incapacity, disability, removal or temporary or definite absence of the latter. In all these cases, save in the
case of temporary absence, the Board shall appoint a new Chairman of the Board within sixty days as from the date in which
the vacancy occurred and in compliance with the provisions of subsection a) of this section. Should there be more than one
Vice Chairman, the Chairman’s vacancy shall be filled by the Vice Chairman who has been discharging the functions of the
Executive Vice President, and in second place by the eldest Vice Chairman.
When one of the Vice Chairmen is appointed as General Manager or as Assistant General Manager, he shall be called
“Executive Vice Chairman”. When the Chairman of the Board serves as General Manager, if the Vice Chairman of the Board
does not serve as Executive Vice Chairman, the latter shall only replace the former in the position as Chairman of the Board.
In case of a tie vote in the approval of the General Manager’s or the Assistant General Managers’ designation, it shall be
decided by the votes cast by the Directors elected by Class D.
For the purposes of his activities abroad and with respect to the international capital markets, the General Manager shall be
appointed as “Chief Executive Officer” and the General Operations Director shall be designated as “Chief Operating
Officer”. The General Manager and the Assistant General Managers shall be authorized to sign all contracts, commercial
papers, public deeds and other public and private documents binding and/or granting rights to the Corporation within the
scope of the powers granted by the Board, without detriment to the legal representation corresponding to the Chairman of the
Board and the Executive Vice Chairman of the Board, as the case may be, and notwithstanding the other powers and
delegations of executing authority as the Board shall decide.
b)
c)
d)
e)
10
Section 19 – Powers of the Chairman of the Board
The Chairman of the Board, or the Executive Vice Chairman of the Board, in absence of the former, shall have the following rights
and duties, in addition to those established in section 18 of these Bylaws:
(i)
To exercise the legal representation of the Corporation in compliance with the provisions of section 268 of Act 19,550 and to
comply with and verify the compliance of the laws, decrees, these By-laws and the resolutions adopted by the shareholders’
meeting, the Board and the Executive Committee.
To call and preside over all meetings of the Board of Directors, being entitled to vote in all cases and to cast two votes in case
of a tie.
To serve, if appropriate, as General Manager.
To execute public and private documents in the name and on behalf of the Corporation, without detriment to the delegation
of executing authority or powers granted by the Board thereto and to the powers which, as the case may be, are vested in the
General Manager and Assistant General Manager.
To perform or order the performance of Board resolutions, without detriment to the powers vested, as the case may be, on the
General Manager and Assistant General Manager, and notwithstanding the fact that the Board may decide to undertake on its
own behalf the performance of a resolution or functions or powers of a particular nature.
To preside over the shareholders’ meetings of the Corporation.
(ii)
(iii)
(iv)
(v)
(vi)
ARTICLE VI
SUPERVISION
Section 20 – Statutory Audit Committee
a)
Number of members: The supervision of the Corporation shall be in the hands of a statutory audit committee composed of
three (3) to five (five) regular statutory auditors and three (3) to five (5) alternate statutory auditors, as shall be decided by the
shareholders meeting.
b)
c)
Appointment: Class A shares shall appoint one regular and one alternate statutory auditors, provided at last one share of such
class shall exist; the remaining regular and alternate statutory auditors shall be appointed by Class D shares. Statutory
auditors shall serve for one (1) fiscal year and shall have the powers established in Act No. 19,550 and in the legal
regulations in force. Meetings of the Statutory Audit Committee may be called by any of the statutory auditors. The presence
of all its members shall be necessary at such meetings and resolutions shall be adopted by a majority vote. The dissident
statutory auditor shall have the rights, powers and duties established in Act No. 19,550.
Compensation: Statutory auditors’ compensation shall be fixed at shareholders’ regular meeting within the limits provided
for by the legislation in force.
ARTICLE VII
REGULAR MEETINGS OF SHAREHOLDERS
Section 21 – Notice
Shareholders’ regular or special meetings, as the case may be, shall be called for the purpose of considering the matters established in
sections 234 and 235 of Act 19,550. Notices of meetings shall be given pursuant to the legal provisions in force.
Section 22 – Publicity
a)
Public notice: Notice of shareholders’ meetings, whether regular or special, shall be published in the Official Gazette
(“Boletín Oficial”), in one of the major newspapers in the Argentine Republic and in the reports of the stock and securities
exchange markets of the country where the shares of the company shall be listed. Such notice shall be published during the
term with the anticipation provided for by legal provisions in force. The Board shall order the publications to be made abroad
in order to comply with the rules and practices in force in the jurisdictions corresponding to the stock and exchange markets
where the said shares shall be listed.
Other media: The Board may hire the services of companies specialized in the communication with shareholders, and may
resort to other media in order to inform them about their points of view regarding the items of the agenda to be submitted for
consideration at the shareholders’ meetings being called. The cost of such services and publicity shall be borne by the
Corporation.
b)
11
Section 23 – Proxies
Shareholders may be represented at any meeting by a written proxy granted by private instrument with the shareholder’s signature
certified either in court, by a notary public or a bank. The Chairman of the Board of Directors, shall preside over the shareholders’
meetings, or in his absence, they shall be presided over by the person appointed at the meeting.
Section 24 – Decision-making
a)
Quorum and majorities: The applicable quorum and majorities are those provided for in sections 243 and 244 of Act 19,550
according to the nature of the meeting, notice and matters to be considered, except for:
(i)
(v)
(ii)
(iv)
(vi)
(iii)
(vii)
quorum at special meeting at second call, which shall be deemed validly held whatever the number of shares
entitled to vote present thereat;
decisions regarding the matters listed in subsection (c) of Section 6, which shall require the affirmative vote of
class A shares of stock cast at a Special Meeting;
decisions related to the issues listed in subsection (b) below, which shall require, both at meetings on first and
second call, a majority equivalent to 75% (seventy-five percent) of the shares entitled to vote;
decisions regarding the issues listed in subsection (c) below, which shall require both at first and second call a
majority equivalent to 66% (sixty-six percent) of the shares entitled to vote;
decisions modifying the rights of a class of shares, which shall require the consent of such class given at special
meeting;
decisions related to the amendment of any provision of these By-laws requiring a special majority, which shall
require to such end a special majority; and
other cases in which these By-laws require the voting per class or the consent of each of the classes.
The decisions requiring the special majority provided for in paragraph (iii) of the preceding subsection, notwithstanding the
consent given by at the Special Meeting of the class which rights are being modified, are the following: (i) the transfer of the
corporate office to a foreign country; (ii) a substantial change of the corporate purpose whereby the activity defined in
section 4 of these By-laws shall cease to be the main or principal activity of the corporation, (iii) the approval to cancel the
listing of shares in the Buenos Aires and New York Stock Exchanges (iv) the Corporation splitting-up into various
companies, if as a result thereof at least 25% of the assets of the Corporation are transferred to the resulting companies, even
when such percentage shall be reached by successive splitting-ups operated in a one-year term.
The decisions that shall require the special majority provided for in paragraph (iv) of the preceding subsection,
notwithstanding the consent given at the Special Meeting of Shareholders by the class of shares the rights of which are being
affected, are the following: (i) the amendment of these By-laws when it shall imply (A) modifying the percentages set forth
in paragraphs 7 (c) or 7 (d) or (B) or eliminating the requirements set forth in paragraphs 7(e) (ii) 7 (f) (i) (F) and 7 (f) (v) of
section 7 in the sense that the public offering shall reach 100% of the shares of stock and convertible securities, shall be
payable in cash and shall not be lower than the price resulting form the mechanisms provided therein; (ii) the granting of
guarantees in favor of the shareholders of the Corporation, except when the guarantee and the guaranteed obligation shall
have been assumed in furtherance of the corporate purpose; (iii) the complete suspension of all refining, commercialization
and distribution activities; and (iv) the amendment of the provisions related to the number, nomination, election and structure
of the Board of Directors.
Special shareholders’ meetings: Special meetings of classes of shares shall follow the quorum rules provided for regular
shareholders’ meetings applied to the total number of outstanding shares of such class. Should the general quorum of all
classes of shares be present, any number of shares of the classes A, B and C shall constitute quorum at first and subsequent
calls for special meetings of the said classes. Should the holder of all class A shares be the National Government, the special
meeting of such class may be replaced by a notice signed by the public officer authorized to vote such shares.
b)
c)
d)
ARTICLE VIII
BALANCE SHEETS AND ACCOUNTS
Section 25 – Fiscal year of the Corporation
a)
Date: the fiscal year of the Corporation shall commence on January 1 of each year and shall close on December 31 of like
year. The Inventory, General Balance Sheet and Statement of Income shall be drawn up as of that date according to the
pertinent legal regulations and technical accounting standards.
Modification: The fiscal year closing date may be modified by decision passed at the shareholders’ meeting, which shall be
registered with the Public Registry of Commerce and notified to the supervisory authorities.
b)
12
c)
Allocation of profits: The liquid and realized profits shall be allocated as follows:
(i)
(ii)
(iii)
(iv)
Five percent (5%) up to the twenty percent of the capital stock, to the Legal Reserve Fund;
To fees payable to the Board of Directors and statutory auditors, as the case may be;
To payment of fixed dividends on preferred shares of stock, if any with such preference, and otherwise the unpaid
cumulative dividends;
The balance, in whole or in part, to dividends in cash to holders of shares of common stock or to contingency
Reserve Funds or carried forward to the next fiscal year or to the purpose that the shareholder’s meeting shall
determine.
d)
Dividend payment: Dividends shall be paid pro rata the respective holdings, within ninety (90) days as from the approval
thereof and the collection right shall revert to the Company upon the expiration of a three (3) year term as from the date they
were made available to the shareholders. The shareholders’ meeting, or the Board of Directors, as the case may be, may
authorize the payment of dividends on a quarterly basis, provided the applicable provisions are not be infringed.
ARTICLE IX
LIQUIDATION
Section 26 – Applicable rules
Upon the dissolution, liquidation or winding up of the affairs of the Corporation for any cause whatsoever, the pertinent procedures
shall be carried out in accordance with the provisions of Chapter I, Article XIII of Act Number 19,550.
ARTICLE X
OTHER PROVISIONS
Section 27
All references made in these By-laws to the “date of these By-laws” shall mean the date on which the By-laws amendment passed by
Decree Number 1106/93 is registered with the Public Registry of Commerce.
Section 28 – Provisions applicable to acquisitions by the National Government
(A)
The provisions of subsections e) and f) of Section 7 (with the sole exception of the provisions of paragraph B of the said
Section) shall apply to all acquisitions made by the National Government, whether directly or indirectly, by any means or
instrument, of shares or securities of the Corporation, 1) if, as a consequence of such acquisition, the National Government
becomes the owner, or exercises the control of, the shares of the Corporation, which, in addition to the prior holdings thereof
of any class of shares, represent, in the aggregate, at least 49% of the capital stock; or 2) if the National Government acquires
at least 8% of class D outstanding shares of stock, while withholding class A shares of stock amounting at least to 5% of the
capital stock provided for in subsection (a) of section 6 of these By-laws upon registration thereof with the Public Registry of
Commerce. Should class A shares represent a lower percentage than the one previously mentioned, the provisions set forth in
point 2) of this Section shall not be applicable. Instead, the general criteria set forth in subsection d) of Section 7 shall apply.
The purchase offer provided for in the cases contemplated in the preceding points (1) and (2) in A) above shall be limited to
the aggregate amount of class D shares of stock.
The penalties provided for in subsection (h) of Section 7 shall be limited, in the case of the National Government, to the loss
of the right to vote, provided the acquisition in breach of the provisions of Section 7 and this section has occurred
gratuitously or due to a question of fact or a question of law in which the National Government has acted with the intention
and purpose of acquiring shares exceeding the established limits, except if, as a consequence of such acquisition, the National
Government becomes the owner of, or exercises the control over at least 49% of the capital stock, or over at least 50% of
class D shares of stock. In all other cases, the penalties provided for in subsection h) of Section 7 shall be applied with no
kind of limitation whatsoever.
For the purposes provided for in this section and in subsections e) and f) of section 7, the term “companies” contemplated in
paragraph (i) of section 7, in its relevant parts, comprises any kind of entity or organization having a relationship with the
National Government of the nature described in the mentioned subsection. The term “securities” as used in this section shall
have the scope provided for in subsection d) of section 7. The term “Takeover” used in section 7 is applied to the acquisitions
provided for in paragraph (A) of this section 28.
(B)
(C)
(D)
Section 29 – Revoked
13
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CERTIFICATION
Exhibit 12.1
I, Sebastián Eskenazi, certify that:
1.
2.
3.
4.
I have reviewed this annual report on Form 20-F of YPF Sociedad Anónima (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods
presented in this report;
The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5.
The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal control over financial reporting.
Date: June 29, 2010
By: /s/ Sebastián Eskenazi
Name:Sebastián Eskenazi
Title: Chief Executive Officer
Exhibit 12.2
We, Guillermo Reda and Ángel Ramos Sánchez, certify that:
1. We have reviewed this annual report on Form 20-F of YPF Sociedad Anónima (the “Company”);
CERTIFICATION
2.
3.
Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods
presented in this report;
4. We and the Company’s other certifying officer are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5. We and the Company’s other certifying officer have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
Company’s internal control over financial reporting.
Date: June 29, 2010
By: /s/ Guillermo Reda
Name:Guillermo Reda
Title: Chief Financial Officer
By: /s/ Ángel Ramos Sánchez
Name:Ángel Ramos Sánchez
Title: Director of Administration and Tax
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended
December 31, 2009 (the “Annual Report”) for the purposes of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Sebastián Eskenazi, the Chief Executive Officer, Guillermo Reda, the Chief Financial Officer and Ángel Ramos Sánchez, the
Director of Administration and Tax of YPF Sociedad Anónima, each certifies that, to the best of his knowledge:
1.
2.
the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results
of operations of YPF Sociedad Anónima.
Date: June 29, 2010
By: /s/ Sebastián Eskenazi
Name:Sebastián Eskenazi
Title: Chief Executive Officer
By: /s/ Guillermo Reda
Name:Guillermo Reda
Title: Chief Financial Officer
By: /s/ Ángel Ramos Sánchez
Name:Ángel Ramos Sánchez
Title: Director of Administration and Tax
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-149486 on Form F-3 of our report dated June 28,
2010, relating to the consolidated financial statements of YPF SOCIEDAD ANONIMA (“YPF”), which report expresses an
unqualified opinion and includes an explanatory paragraph stating that the accounting principles generally accepted in Argentina vary
in certain significant respects from accounting principles generally accepted in the United States of America, that the information
relating to the nature and effect of such differences is presented in Notes 13, 14, and 15 to the consolidated financial statements of
YPF, and of our report dated June 28, 2010, relating to the effectiveness of YPF’s internal control over financial reporting, appearing
in the Annual Report on Form 20-F of YPF for the year ended December 31, 2009.
Exhibit 23.1
Buenos Aires, Argentina
June 28, 2010
Deloitte & Co. S.R.L.
/s/ Diego O. De Vivo
Diego O. De Vivo
Partner
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-149313 on Form F-3 of our report dated June 28,
2010, relating to the consolidated financial statements of YPF SOCIEDAD ANONIMA (“YPF”), which report expresses an
unqualified opinion and includes an explanatory paragraph stating that the accounting principles generally accepted in Argentina vary
in certain significant respects from accounting principles generally accepted in the United States of America, that the information
relating to the nature and effect of such differences is presented in Notes 13, 14, and 15 to the consolidated financial statements of
YPF, and of our report dated June 28, 2010, relating to the effectiveness of YPF’s internal control over financial reporting, appearing
in the Annual Report on Form 20-F of YPF for the year ended December 31, 2009.
Exhibit 23.2
Buenos Aires, Argentina
June 28, 2010
Deloitte & Co. S.R.L.
/s/ Diego O. De Vivo
Diego O. De Vivo
Partner
Exhibit 23.3
Four Oaks Place
1300 Post Oak Boulevard, Suite 1000
Houston, Texas 77056
(713) 850-9955
(713) 850-9966
gcah@gaffney-cline.com
Telephone:
Facsimile:
Email:
June 25, 2010
Consent of Independent Petroleum Engineers
DKM/bgh/C1490.06/gcah.141.10
Mr. Guillermo Reda
YPF S.A.
Macacha Guemes 515
C1106BKK Buenos Aires
Argentina
Gentleman:
We hereby consent to the references to Gaffney, Cline & Associates Inc. and the inclusion of our third party report dated
June 18, 2010 and the information included therein in sections “Information on the Company – Exploration and Production” and
“Exhibits” in YPF S.A.’s report on Form 20-F for the year ended December 31, 2009 to be filed with the United States Securities and
Exchange Commission, and the incorporation by reference of the same information in Form F 3 documents that have been filed with
the Securities and Exchange Commission by YPF S.A.
Gaffney, Cline & Associates Inc. audited certain areas in Argentina in which YPF has interests. These external audits were
performed with an as of date of September 30, 2009.
Very truly yours,
GAFFNEY, CLINE & ASSOCIATES
UNITED KINGDOM UNITED STATES SINGAPORE AUSTRALIA ARGENTINA BRAZIL KAZAKHSTAN RUSSIA UAE
David K. Morgan
Exhibit 99.1
Four Oaks Place
1300 Post Oak Boulevard, Suite 1000
Houston, Texas 77056
Telephone:
Facsimile:
Email:
(713) 850-9955
(713) 850-9966
gcah@gaffney-cline.com
June 18 2010
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Mr. Aquiles Rattia
Director de Reservas, YPF S.A.
Paseo de la Castellana 278
28046, Madrid, Spain
Hydrocarbon Reserve Statement for YPF Non Operated Argentine
Properties as of September 30, 2009
Dear Mr. Rattia:
This reserve statement has been prepared by Gaffney, Cline & Associates (GCA) at the request of Repsol YPF S.A. (RY)
regarding assets held by YPF S.A. (YPF) in Argentina. These assets comprise the non operated areas of Acambuco, Aguada Pichana,
Aguaragüe, CNQ7, CNQ7A, El Tordillo, La Yesera, Lindero Atravesado, Magallanes, Palmar Largo,Puesto Hernández, Puesto
Quiroga La Tapera, Ramos, Río Negro Norte, San Roque and Tierra del Fuego, where YPF holds different percentages of
participation on each field as described below. GCA has conducted an independent audit examination as of September 30, 2009, of the
hydrocarbon liquid and natural gas reserves of the mentioned areas. On the basis of technical and other information made available to
us concerning these property units, we hereby provide the reserve statements given in the table below. Total Proved Reserves, net to
YPF interest, represent 21.2% of YPF’s total Proved Reserves on a barrel oil equivalent (BOE) basis. Our study was completed on
January 7, 2010.
Statement of Hydrocarbon Reserves for YPF Non Operated Argentine Properties
as of September 30, 2009
Reserves
Proved
Developed Producing........
Developed Not
Producing .....................
Undeveloped .....................
Total Proved
Gross (100%)
Field Volumes
Liquids
(Mm3 )
Gas
(MMm3 )
Liquids
(Mm3 )
Company (WI)
Reserves
Gas
(MMm3 )
29,368
24
6,105
35,497
62,165
12
13,696
75,873
11,385
8
1,574
12,967
20,228
4
3,263
23,495
UNITED KINGDOM UNITED STATES SINGAPORE AUSTRALIA ARGENTINA BRAZIL KAZAKHSTAN RUSSIA UAE
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Repsol YPF
June 18, 2010
Page 2
Statement of Hydrocarbon Reserves for YPF Non Operated
Argentine Properties as of September 30, 2009
Liquid Hydrocarbon Volumes
Gaffney, Cline & Associates
Area
Acambuco ............................................................................................................
Aguada Pichana ...................................................................................................
Aguaragüe............................................................................................................
CNQ7...................................................................................................................
CNQ7A ................................................................................................................
El Tordillo............................................................................................................
La Yesera .............................................................................................................
Lindero Atravesado..............................................................................................
Magallanes...........................................................................................................
Palmar Largo .......................................................................................................
Puesto Hernández ................................................................................................
Puesto Quiroga La Tapera ...................................................................................
Ramos ..................................................................................................................
Río Negro Norte...................................................................................................
San Roque............................................................................................................
Tierra del Fuego...................................................................................................
Total...........................................................................................................
Natural Gas Volumes
Area
Acambuco ............................................................................................................
Aguada Pichana....................................................................................................
Aguaragüe ............................................................................................................
CNQ7
CNQ7A
El Tordillo ............................................................................................................
La Yesera .............................................................................................................
Lindero Atravesado..............................................................................................
Magallanes ...........................................................................................................
Palmar Largo........................................................................................................
Puesto Hernández
Puesto Quiroga La Tapera
Ramos ..................................................................................................................
Río Negro Norte...................................................................................................
San Roque ............................................................................................................
Tierra del Fuego ...................................................................................................
Total...........................................................................................................
Developed
(Mm 3)
1,537
1,787
868
131
2,802
5,890
238
194
1,371
452
5,994
290
1,140
188
4,829
1,657
29,368
Developed
(MMm 3)
15,132
6,649
4,112
574
93
1,366
4,405
101
6,625
52
15,428
7,628
62,165
Proved
Non-Prod.
(Mm 3)
Undeveloped
(Mm 3)
833
959
38
1,565
2,657
53
6,105
10
14
24
Proved
Non-Prod.
(MMm 3)
Undeveloped
(MMm 3)
9,189
3,492
466
Total
(Mm 3)
2,370
2,746
878
169
4,367
8,547
238
194
1,371
452
5,994
343
1,140
202
4,829
1,657
35,497
Total
(MMm 3)
24,321
10,141
4,112
1,040
93
1,366
4,405
101
12
549
12
13,696
6,625
64
15,977
7,628
75,873
Gaffney, Cline & Associates
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Repsol YPF
June 18, 2010
Page 3
Statement of Company W.I. Hydrocarbon Reserves for YPF Non Operated Properties
in Argentina as of September 30, 2009
Liquid Hydrocarbon Volumes
Area
Acambuco .............................................................................................................
Aguada Pichana ....................................................................................................
Aguaragüe .............................................................................................................
CNQ7 ....................................................................................................................
CNQ7A .................................................................................................................
El Tordillo.............................................................................................................
La Yesera ..............................................................................................................
Lindero Atravesado...............................................................................................
Magallanes ............................................................................................................
Palmar Largo.........................................................................................................
Puesto Hernández..................................................................................................
Puesto Quiroga La Tapera.....................................................................................
Ramos ...................................................................................................................
Río Negro Norte....................................................................................................
San Roque .............................................................................................................
Tierra del Fuego ....................................................................................................
Total............................................................................................................
Natural Gas Volumes
Proved
Developed
(Mm3 )
Non-Prod.
(Mm3 )
Undeveloped
(Mm3 )
346
487
261
39
1,401
718
83
73
685
135
4,332
36
578
66
1,647
498
11,385
187
262
11
783
324
7
1,574
3
5
8
Area
Acambuco...........................................................................................................
Aguada Pichana ..................................................................................................
Aguaragüe...........................................................................................................
CNQ7
CNQ7A
El Tordillo...........................................................................................................
La Yesera............................................................................................................
Lindero Atravesado ............................................................................................
Magallanes..........................................................................................................
Palmar Largo ......................................................................................................
Puesto Hernández
Puesto Quiroga La Tapera
Ramos .................................................................................................................
Río Negro Norte .................................................................................................
San Roque...........................................................................................................
Tierra del Fuego..................................................................................................
Total .........................................................................................................
Developed
(MMm3 )
3,405
1,813
1,234
70
33
512
2,203
30
3,360
18
5,262
2,288
20,228
Proved
Non-Prod.
(MMm3 )
Undeveloped
(MMm3 )
2,067
952
57
4
4
3,360
22
5,449
2,288
23,495
187
3,263
Total
(Mm3 )
533
749
264
50
2,184
1,042
83
73
685
135
4,332
43
578
71
1,647
498
12,967
Total
(MMm3 )
5,472
2,765
1,234
127
33
512
2,203
30
Gaffney, Cline & Associates
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Repsol YPF
June 18, 2010
Page 4
Hydrocarbon liquid volumes represent crude oil, condensate, gasoline and NGL estimated to be recovered during field
separation and plant processing and are reported in thousands of stock tank cubic meters. Natural gas volumes represent expected gas
sales, and are reported in millions of cubic meters (at standard conditions of 15 degrees Celsius and 1 atmosphere). The volumes have
not been reduced for fuel usage in the field. Based on the interpretation that Argentine royalties are a financial obligation or
substantially equivalent to a production or similar tax, royalties payable to the provinces have not been deducted from the reported
volumes.
Proved gas volumes are based on firm and existing gas contracts and on the reasonable expectation that such gas sales contracts
will be renewed on similar terms in the future.
The Technical Explanations which explain the field work carried out by GCA and general methodology is attached in
Appendix II.
This audit examination was based on reserve estimates and other information provided by YPF to GCA through September 30,
2009 and included such tests, procedures and adjustments as were considered necessary. All questions that arose during the course of
the certification process were resolved to our satisfaction. GCA believes that the assumptions, data, methods and procedures used in
connection with the preparation of this report are appropriate for the purpose served by the report.
The commerciality and economic tests for the September 30, 2009 Reserve volumes were based on realized crude oil,
condensate, NGL and average gas sales prices as shown in the following table, as advised by YPF.
Area
Acambuco ......................................................................................
Aguaragüe......................................................................................
Aguada Pichana .............................................................................
CNQ7-7ª.........................................................................................
El Tordillo......................................................................................
La Yesera .......................................................................................
Lindero Atravesado........................................................................
Magallanes .....................................................................................
Palmar Largo..................................................................................
Puesto Hernández...........................................................................
Puesto Quiroga La Tapera..............................................................
Ramos ............................................................................................
Río Negro Norte.............................................................................
San Roque ......................................................................................
Tierra del Fuego.............................................................................
Crude Oil
(US$/Bbl)
45.00
45.00
45.59
46.01
41.63
46.01
45.59
43.43
45.00
46.01
41.63
45.00
46.01
45.59
43.43
Condensate
(US$/Bbl)
45.00
45.00
45.59
46.01
41.63
46.01
45.59
43.43
45.00
46.01
41.63
45.00
46.01
45.59
43.43
Gasoline
(US$/Bbl)
45.00
45.00
45.59
46.01
41.63
46.01
45.59
43.43
45.00
46.01
41.63
45.00
46.01
45.59
43.43
NGL
(US$/Tn)
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
167.48
Natural Gas
(US$/Mm3)
61.51
61.51
71.80
71.80
22.15
71.80
71.80
27.30
71.80
71.80
22.15
61.51
71.80
71.80
27.30
Future capital costs were derived from development program forecasts prepared by YPF for the field. Recent historical
operating expense data were utilized as the basis for operating cost projections.
It is GCA’s opinion that the estimates of total remaining recoverable hydrocarbon liquid and gas volumes as of September 30,
2009, are, in the aggregate, reasonable and have been prepared in accordance with the definitions for Proved reserves set out in Rule
4-10 of Regulation S-X of the United States Securities and Exchange Commission, attached in Appendix III.
This assessment has been conducted within the context of GCA’s understanding of YPF’s petroleum property rights as
represented by YPF’s management as well as the effects of petroleum legislation, taxation and other regulations that currently pertain
to the property. GCA is not aware of any potential regulation amendments which could affect the ability to recover the estimated
reserves. GCA is not in a position to attest to property title, financial interest relationships or encumbrances thereon for any part of the
appraised properties or interests.
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Repsol YPF
June 18, 2010
Page 5
Gaffney, Cline & Associates
There are numerous uncertainties inherent in estimating reserves and resources, and in projecting future production,
development expenditures, operating expenses and cash flows. Oil and gas reserve engineering and resource assessment must be
recognized as a subjective process of estimating subsurface accumulations of oil and gas that cannot be measured in an exact way.
Estimates of oil and gas reserves or resources prepared by other parties may differ, perhaps materially, from those contained within
this report. The accuracy of any Reserve or Resource estimate is a function of the quality of the available data and of engineering and
geological interpretation. Results of drilling, testing and production that post-date the preparation of the estimates may justify
revisions, some or all of which may be material. Accordingly, Reserve and Resource estimates are often different from the quantities
of oil and gas that are ultimately recovered, and the timing and cost of those volumes that are recovered may vary from that assumed.
For this assignment, GCA served as independent Reserve auditors. The firm’s officers and employees have no direct or indirect
interest holdings in the property units evaluated. GCA’s remuneration was not in any way contingent on reported reserve estimates.
Finally, please note that GCA reserves the right to approve, in advance, the use and context of the use of any results, statements
or opinions expressed in this report. Such approval shall include, but not be confined to, statements or references in documents of a
public or semi-public nature such as loan agreements, prospectuses, reserve statements, press releases etc. This report has been
prepared for RY and should not be used for purposes other than those for which it is intended.
CAS/RW/CG/bgh/C1490.06/gcah.95.10
Repsol YPF
June 18, 2010
Page 6
Gaffney, Cline & Associates
Very truly yours,
GAFFNEY, CLINE & ASSOCIATES, INC.
David K. Morgan
Senior Technical Manager
Attachments
Appendices I: Statement of Qualifications
II: Technical Explanations
III: Reserve Definitions (SEC)
APPENDICES
APPENDIX I:
Statement of Qualifications
Statement of Qualifications
One of GCA’s Senior Technical Managers was responsible for overseeing the preparation of the audit. This manager has over 40 years
of diversified international industry experience mainly in reservoir-engineering, geology, reserves estimates, project development,
economics and training in the assessment, classification and reporting of reserves and resources. Over the past 5 years he has been
responsible for project review and oversight for GCA’s Houston office as it pertains to exploration and production activities including
the reserves audits conducted on behalf of Repsol YPF. He is a member of the Society of Petroleum Engineers (SPE) and holds a
petroleum engineering degree from Marietta College.
APPENDIX II:
Technical Explanations
TECHNICAL DESCRIPTION OF THE AUDIT REVIEW
All of the proved reserve statements made by YPF were audited using the information supplied by the client in the form of
production databases or spreadsheets on which decline analysis could be used whenever applicable. In those cases where a secondary
recovery process takes place, a WOR or Oil Cut projection was made to an economic limit to assess the potential reserves to recover
by those means or in the case of a gas field, a material balance was analyzed using updated static pressure data. What follows is a brief
introduction on the properties location, concession participation and end of concession dates.
Acambuco area is comprised of two major gas fields, Macueta and San Pedrito in the Noroeste basin. They are operated by Pan
American under the UTE Acambuco concession through February 16, 2040 and October 26, 2036 respectively where YPF owns a
22.5% WI. Royalties paid to the Salta province are 12%.
Aguada Pichana is a major gas field located in the Neuquina basin that consists of a main production unit and the Aguada
Pichana Norte block that is being developed. They are operated by Total under the same concession that extends through
November 14, 2027. YPF owns a 27.27% W.I. and royalties paid to the province of Neuquén are 15%.
Aguaragüe is an area on the Noroeste basin having ten fields producing gas, oil and condensate. They are all operated by
Tecpetrol through November 14, 2017; YPF holds a 30% W.I. Royalties paid to the province of Salta are 12%. There are three main
gas fields, Aguaragüe (Santa Rosa-Icla Fms), Chango Norte-La Porcelana (Huamampampa Fm) and Campo Durán (Tupambi Fm),
followed by seven minor fields of varying quantities of oil and gas.
CNQ7 and CNQ7A blocks extend across Mendoza and La Pampa provinces in the Neuquina basin and are composed of five
fields: CNQ7, El Corcobo Norte, Jagüel Casa de Piedra, Cerro Huanul Sur all in Mendoza and Puesto Pinto in La Pampa. They are
operated by Petroandina through August 10, 2029 in the case of CNQ7 (Mendoza) and July 16, 2033 (Mendoza) and September 11,
2033 (La Pampa) respectively, in the case of CNQ7A. YPF owns a 30.01% W.I. of CNQ7 and 50.0 % of CNQ7A. Royalties paid to
the provinces of Mendoza and La Pampa are 12.0%.
El Tordillo area comprises two mature oil fields in the Golfo de San Jorge basin, El Tordillo and Puesto Quiroga-La Tapera.
They are operated by Tecpetrol under two different concessions through November 14, 2017 and July 29, 2017 respectively. YPF
holds a 12.196% W.I. Royalties paid to the province of Chubut are 12.0%.
La Yesera field was discovered by Chevron in 2001 and began producing it in a discontinuous way until they built the facilities
in 2004. The concession ends on January 1, 2030, YPF has a 35% W.I. on this property and royalties paid to the province of Río
Negro are 12.0%.
Lindero Atravesado is a gas field discovered by Esso in 1961 and now is operated by Pan American until November 8, 2026.
YPF holds a participation of 37.5 % W.I. Royalties paid to the province of Neuquén are 15.0%.
Magallanes area is comprised of an oil and gas field, also called Magallanes, located on the Austral basin which is operated by
Sipetrol through November 14, 2017. YPF holds a 50.0 % W.I. and royalties paid to the province of Santa Cruz are 12.0%.
Palmar Largo is an area comprised of nine fields, located on the Noroeste basin mostly on the Province of Formosa where all of
its production comes from and extends a little to the East of Salta without production. The main contribution comes from the Palmar
Largo Estructura1 field followed by Ramón Lista, Balbuena Este, Cañada Rica, Puesto La Entrada, El Chorro, El Potrillo and El
Molino fields. It is operated by Pluspetrol through November 15, 2017 where YPF owns a 30.0% W.I. and pays a 12.0% royalties to
the province of Formosa.
Puesto Hernández is a mature oil field discovered by YPF in November 1961, now operated by Petrobras. It extends across
Neuquén and Mendoza provinces having different concessions through November 14, 2027 (Neuquén) and November 14, 2017
(Mendoza). YPF holds a W.I. of 61.55% and pays royalties of 16.87 % to Neuquén through 2016 when will change to a 100 % W.I.
and 15 % royalty, while on the Mendoza side the extension has not yet been defined and a 12.0 % royalty is currently paid to the
Mendoza province.
Ramos is an area that consists of a gas field operated by Pluspetrol where YPF owns a 27.75% W.I. Besides YPF also owns a
22.95 % W.I. through its share in Pluspetrol Energy, both through January 22, 2026. Royalties paid to the province of Salta are 12.0%.
It produces from Huamampampa and Icla formations.
Río Negro Norte is a mature area operated by Chevron through February 26, 2024 and is composed of ten oil fields with
solution gas: Anticlinal de María, Anticlinal de María Occidental, Anticlinal Viejo, Cerro Solo, El Látigo, El Látigo Occidental, El
Solitario Sur, Loma de María, Loma Negra and Loma Negra Precuyano. YPF holds a 35.0% W.I. and royalties paid to the province of
Río Negro are 12.0 %. The main contributor to total reserves is the field Loma Negra Precuyano.
San Roque block is a large area that consists of three fields: Aguada San Roque (gas and condensate), Loma las Yeguas (oil, gas
and condensate) and Rincón Chico (free gas). They are operated by Total through November 14, 2027, YPF participates with a W.I. of
34.110% and the royalties paid to the province of Neuquén are 15.0%.
UTE Tierra del Fuego is located in the Austral basin, Province of Tierra del Fuego and is operated by Petrolera Lago Fuego Co.
S.R.L. (subsidiary of Apache Petrolera Argentina S.A.). YPF owns a 30% W.I. through a concession until November 14, 2017. Fields
analyzed are San Sebastián a major gas field followed by Cañadón Piedras, Cabo Nombre, La Sara, Sección Baños while Los
Chorrillos (this concession ends April 10, 2016) and Cabeza de León are oil fields with varying amount of solution gas.
What follows is an explanation of those cases where a discrepancy between YPF and GCA exceeds the tolerance limit required
by RY and the reasons for those differences.
Discrepancies Explained
Acambuco
1.
Acambuco block consists of two gas fields, Macueta and San Pedrito. In Macueta the proved developed producing reserves were
evaluated by YPF using a dynamic model that ties a material balance to nodal analysis. They were verified by GCA using decline
analysis as the field is at a depletion stage; they seemed reasonable and were accepted. The operator is committed to drill one new well
(Mac-1006) to the Huamampampa formation, adding compression capacity to the existing facilities to bring PUD reserves on line in
2011. This block is connected with San Alberto in Bolivia, one of the largest gas fields operating in Bolivia. To model the output from
the new well and also the impact of compression, YPF used the integrated nodal analysis model assuming that the whole San Alberto
field is represented by one well. Some concerns expressed by GCA on YPF analysis are as follows.
a.
b.
c.
d.
e.
f.
It is of public knowledge that on this basin there is always a risk water production associated to the natural fractures which
is evidenced by the pressure build-up analysis provided by YPF on Mac-1003 as of 3-5 Mar/2008 where a qualified
interpretation shows an increase of the well skin damage attributed to a water bank.
However the model included a small aquifer pot, doubts still remain about its behavior in the long range from the
interaction of both San Alberto and Macueta fields.
There is also a risk of raising the gas-water contact as the suction pressure is reduced by a much larger reservoir volume
across the border.
According to the data provided by YPF there is a long pipeline (about 55 km) with pronounced changes in the pipeline
layout progressive. However the current LG Ratio is low, there is a risk of producing more water under compression and
also to have liquid holdups at both the well and the pipeline.
Another concern is that according to YPF estimates, drilling one well on each field would be almost duplicating the
proved producing reserves.
In order to acknowledge an increasing water/gas ratio the Proved Undeveloped volumes were reduced by 40%. Similar
considerations were given to San Pedrito field attending similar production histories, facilities conditions and same
reservoirs.
2. Aguaragüe
Aguaragüe proved reserves evaluation was done applying decline analysis by field. There is a good agreement on proved
reserves for most of the fields except for Aguaragüe Santa Rosa Icla where the decline proposed by the client was significantly
changed to honor latest production data showing a steep change in the decline rate from 18 to 31 %/year.
3. Palmar Largo
Palmar Largo shows on a long range a steady decline of 14 %/yr. However that on a shorter span there is a cyclic drop of
45%/yr attributed to a continuous process of well damage by scales that plug perforations and they need to be cleaned to restore
production.
The sustainment of the field production is achieved by jobs that in general do not open new zones. Being maintenance jobs like
pullings, etc they should be considered part of the operating expenses and the decline analysis should reflect that fact.
APPENDIX III:
Reserves Definitions
(SEC)
SEC DEFINITIONS FOR OIL AND GAS RESERVES
Proved Oil and Gas Reserves
Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.
(i) Reservoirs are considered proved if economic producibility is supported by either actual production or conclusive formation
tests. The area of a reservoir considered proved includes (A) that portion delineated by drilling and defined by gas-oil and/or oil-
water contacts, if any; and (B) the immediately adjoining portions not yet drilled, but which can be reasonably judged as
economically productive on the basis of available geological and engineering data. In the absence of information on fluid
contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir.
(ii) Reserves which can be produced economically through application of improved recovery techniques (such as fluid injection) are
included in the “proved” classification when successful testing by a pilot project, or the operation of an installed program in the
reservoir, provides support for the engineering analysis on which the project or program was based.
(iii) Estimates of proved reserves do not include the following: (A) oil that may become available from know reservoirs, but is
classified separately as “indicated additional reserves”; (B) crude oil, natural gas and natural gas liquids, the recovery of which
is subject to reasonable doubt because of uncertainty as to geology, reservoir characteristics, or economic factors: (C) crude oil,
natural gas, and natural gas liquids that may occur in undrilled prospects; and (D) crude oil, natural gas and natural gas liquids
that may be recovered from oil shales, coal, gilsonite and other such sources.
Proved Developed Oil and Gas Reserves
Proved developed oil and gas reserves that can be expected to be recovered through existing wells with existing equipment and
operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved
recovery techniques for supplementing the natural forces and mechanisms of primary recovery should be included as “proved
developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through
production response that increased recovery will be achieved.
PROVED UNDEVELOPED RESERVES
Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or
from existing wells where a relatively major expenditure is required for recompletion. Reserves or undrilled acreage shall be limited to
those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other
undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing
productive formation. Under no circumstances should estimates for proved undeveloped reserves be attributable to any acreage for
which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been
proved effective by actual tests in the area and in the same reservoir.