|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
Class “A” Shares, par value Ps.1.00 each
|
|
|||
Class “B” Shares, par value Ps.1.00 each
|
|
|||
Total(1)
|
|
Yes
|
☐
|
|
☒
|
Yes
|
☐
|
|
☒
|
|
☒
|
No
|
☐
|
|
☒
|
No
|
☐
|
Large accelerated filer
|
☐
|
|
☒
|
Non-accelerated filer
|
☐
|
Emerging growth company
|
|
Yes
|
|
No
|
☐
|
☐
|
U.S. GAAP
|
|
☒
|
|
|
☐
|
Other
|
Item 17
|
☐
|
Item 18
|
☐
|
Yes
|
No
|
☒
|
Page
|
|||
i
|
|||
v
|
|||
1
|
|||
Item 1.
|
1
|
||
Item 2.
|
1
|
||
Item 3.
|
1
|
||
Item 4.
|
55
|
||
Item 4A.
|
119
|
||
Item 5.
|
119
|
||
Item 6.
|
154
|
||
Item 7.
|
169
|
||
Item 8.
|
175
|
||
Item 9.
|
181
|
||
Item 10.
|
184
|
||
Item 11.
|
207
|
||
Item 12.
|
211
|
||
212
|
|||
Item 13.
|
212
|
||
Item 14.
|
212
|
||
Item 15.
|
212
|
||
Item 16.
|
213
|
||
Item 16A.
|
213
|
||
Item 16B.
|
213
|
||
Item 16C.
|
213
|
||
Item 16D.
|
214
|
||
Item 16E.
|
214
|
||
Item 16F.
|
217
|
||
Item 16G.
|
217
|
||
Item 16H.
|
219
|
||
Item 16I.
|
219
|
||
220
|
|||
Item 17.
|
220
|
||
Item 18.
|
220
|
||
Item 19.
|
220
|
Pesos per U.S. dollar
|
||||||||||||||||
High
|
Low
|
Average
|
Period end
|
|||||||||||||
Most recent six months:
|
||||||||||||||||
November 2021
|
100.9600
|
84.7000
|
95.1607
|
102.7200
|
||||||||||||
December 2021
|
102.7200
|
99.8100
|
100.3124
|
100.9600
|
||||||||||||
January 2022
|
105.0200
|
101.0000
|
101.8860
|
102.7200
|
||||||||||||
February 2022
|
107.4500
|
103.0000
|
103.9881
|
105.0200
|
||||||||||||
March 2022
|
111.0100
|
105.1200
|
106.3047
|
107.4500
|
||||||||||||
April 2022 (through April 25, 2022)
|
114.6800
|
111.1200
|
112.8687
|
114.6800
|
||||||||||||
Year ended December 31,
|
||||||||||||||||
2017
|
19.2000
|
15.1900
|
16.5717
|
18.6490
|
||||||||||||
2018
|
41.2500
|
18.4100
|
28.1313
|
37.7000
|
||||||||||||
2019
|
60.4000
|
36.9000
|
48.2340
|
59.8900
|
||||||||||||
2020
|
84.1500
|
59.8150
|
70.7795
|
84.1500
|
||||||||||||
2021
|
102.7200
|
84.7000
|
95.1607
|
102.7200
|
• |
statements regarding changes in general economic, business, political or other conditions in Argentina and globally, including changes from actions taken by the the Argentine government (the “Government”) and
changes due to natural and human-induced disasters (including the COVID-19 virus (“COVID”) pandemic and the recent invasion of Ukraine by Russia), and the impact of the foregoing;
|
• |
estimates relating to future energy demand (including demand for fossil fuels), tariffs and volumes for our natural gas transportation services and future prices and volumes for our natural gas liquid
products such as propane and butane (also referred to as liquid petroleum gas or “LPG”), ethane and natural gasoline (collectively “Liquids”) and for products
and services provided in the Other Services business segment;
|
• |
statements regarding future political developments in Argentina and future developments regarding the license granted to us by Government to provide natural gas transportation services through the exclusive
use of the southern natural gas transportation system in Argentina (“License”), the impact of the adoption of the new revised scheme of tariffs resulting from the renegotiation process of our License with the Government, regulatory actions
by Ente Nacional Regulador del Gas (“ENARGAS”) and other agencies of the Government, the legal framework established by the Federal Energy Bureau and any other applicable governmental authority that may affect us and our business;
|
• |
with our employees in Argentina;
|
• |
statements and estimates regarding future pipeline expansion and other projects and the cost of, or return to us from, any such expansion or projects;
|
• |
estimates of our future level of capital expenditures and delays in such capital expenditures, including those required by ENARGAS or other governmental authorities for the expansion of our pipeline system or
other purposes, and unscheduled and unexpected expenditures for the repair and maintenance of our fixed or capital assets;
|
• |
statements regarding the ability of companies engaged in the upstream business in the region where we operate to identify drilling locations and prospects for future drilling opportunities, and drill and
develop such locations (such as the Vaca Muerta formation), as well as the Government’s regulations and policies affecting such companies and projects; and
|
• |
the risk factors discussed under “Item 3. Key Information—D. Risk Factors.”
|
Item 1. |
Identity of Directors, Senior Management and Advisers
|
Item 2. |
Offer Statistics and Expected Timetable
|
Item 3. |
Key Information
|
A. |
[Reserved]
|
B. |
Capitalization and Indebtedness
|
C. |
Reasons for the Offer and Use of Proceeds
|
D. |
Risk Factors
|
• |
Risks Relating to Our Business
|
‒ |
failure or delay in the implementation of tariff increases and our inability to obtain tariff adjustments reflecting the increase in operating cost;
|
‒ |
our operations are subject to extensive regulation;
|
‒ |
failure to maintain our relationships with labor unions;
|
‒ |
our ability to maintain our License for our regulated business;
|
‒ |
our creditors may not be able to enforce their claims against us in Argentina;
|
‒ |
the Government’s strategies, measures and programs with respect to the natural gas transportation industry;
|
‒ |
Government-mandated interruption of contracted firm transportation services;
|
‒ |
a significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically;
|
‒ |
our business may require substantial capital expenditures;
|
‒ |
our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins;
|
‒ |
measures taken by the Government on the supply of natural gas to the Cerri Complex;
|
‒ |
fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline;
|
‒ |
the continued spread of the COVID;
|
‒ |
our ethane sales depend on the capacity of PBB Polisur S.R.L. (“PBB”), as the sole purchaser of our ethane production;
|
‒ |
the delay in the collection of our sales receivables with customers and/or subsidies owed by the Government for the supply of LPG in the domestic market;
|
‒ |
our failure to renew firm transportation contracts;
|
‒ |
our Other Services business depends significantly on the need of Vaca Muerta fields gas producers to evacuate untreated natural gas;
|
‒ |
the affirmative and restrictive covenants in our currently outstanding indebtedness;
|
‒ |
our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks;
|
‒ |
changes in the interpretation by the courts of labor laws that tend to favor employees;
|
‒ |
risks related to litigation and administrative proceedings;
|
‒ |
impact of environmental, occupational health and safety regulations;
|
‒ |
we may face competition;
|
‒ |
downgrades in our credit ratings;
|
‒ |
cyberattacks or other risks related to new technologies;
|
‒ |
mechanical or electrical failures and any resulting unavailability;
|
‒ |
risks arising from natural disasters, catastrophic accidents and terrorist attacks;
|
‒ |
failure to comply with anti-trust, anti-corruption, anti-bribery and anti-money laundering laws; and
|
‒ |
inability to retain our employees or attract other skilled employees or contractors.
|
• |
Risks Relating to Argentina
|
‒ |
Argentina’s public debt may not be sustainable in the near future;
|
‒ |
Argentina’s fiscal situation could limit the country's access to the capital market and adversely affect the Argentine economy;
|
‒ |
Certain risks inherent to any investment in a company operating in an emerging market such as Argentina;
|
‒ |
economic volatility in Argentina;
|
‒ |
the ongoing political instability in Argentina;
|
‒ |
the impact of reforms and measures taken or to be taken by the Fernandez administration, including the Solidarity Law;
|
‒ |
public health threats;
|
‒ |
high levels of inflation;
|
‒ |
restrictions on transfers of foreign currency;
|
‒ |
fluctuations in the value of the peso;
|
‒ |
the impossibility of addressing the actual and potential risks of institutional deterioration and corruption;
|
‒ |
Government intervention in the Argentine economy;
|
‒ |
Impact on the Argentine economy of economic developments in other markets;
|
‒ |
Argentina’s past default and litigation with holdout bondholders;
|
‒ |
a sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports;
|
‒ |
further downgrades in the credit rating or rating outlook of Argentina; and
|
‒ |
the Argentine government may mandate salary increases for private sector employees;
|
‒
|
Geopolitical uncertainty due to the ongoing military conflict between Russia and Ukraine.
|
• |
Risks Relating to Our Shares and ADSs
|
‒ |
shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs;
|
‒ |
our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders;
|
‒ |
sales of a substantial number of shares could decrease the market prices of our shares and the ADRs;
|
‒ |
under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions;
|
‒ |
as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers;
|
‒ |
changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs;
|
‒ |
holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders’ meetings;
|
‒ |
holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs;
|
‒ |
the NYSE and/or the BASE (by delegated authority of BYMA) may suspend trading and/or delist our ADSs and common shares, respectively;
|
‒ |
the price of our Class B Shares and the ADSs may fluctuate substantially; and
|
‒ |
the relative volatility and illiquidity of the Argentine securities markets.
|
• |
limitations on our ability to increase prices or to reflect the effects of higher domestic taxes, increases in operating costs or increases in international prices of natural gas and other hydrocarbon fuels
and exchange rate fluctuations on our domestic prices;
|
• |
risks in connection with the former and current incentive programs established by the Government for the oil and gas industry, such as the natural gas additional injection stimulus program and cash collection
of balances with the Government;
|
• |
legislation and regulatory initiatives relating to hydraulic stimulation and other drilling activities for non-conventional oil and gas hydrocarbons, which could increase our cost of doing business or cause
delays and adversely affect our operations; and
|
• |
the implementation or imposition of stricter quality requirements for hydrocarbon products in Argentina.
|
• |
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
|
• |
total or partial interruption of service for reasons attributable to us that affects transportation capacity during the periods stipulated in our License;
|
• |
sale, assignment or transfer of our essential assets or the placing of encumbrances thereon without ENARGAS’s prior authorization, unless such encumbrances serve to finance extensions and improvements to the
gas pipeline system;
|
• |
our bankruptcy, dissolution or liquidation;
|
• |
cessation and abandonment of the provision of the licensed service, an attempt to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or relinquishing
our License, other than in the cases permitted therein; and
|
• |
delegation of the functions granted in such License without the prior authorization of ENARGAS, or the termination of such License without regulatory approval of a license.
|
• |
Argentine natural gas transportation regulations;
|
• |
international oil and gas prices;
|
• |
timing, volume and location of new market demand;
|
• |
competition from alternative energy sources;
|
• |
supply and price of natural gas in Argentina;
|
• |
demand for natural gas in the markets we serve; and
|
• |
availability and competitiveness of alternative gas transportation infrastructure in the markets we serve.
|
• |
incur or permit to exist certain liens;
|
• |
incur additional indebtedness;
|
• |
pay dividends or make other restricted payments;
|
• |
make capital investments and other investments;
|
• |
enter into sale and lease-back transactions;
|
• |
enter into transactions with affiliates;
|
• |
sell, transfer or otherwise dispose of assets; and
|
• |
consolidate, amalgamate, merge or sell all or substantially all of our assets.
|
• |
inflation, which remains high, and may continue to be high in the future;
|
• |
volatility in real GDP, which according to the restated information released by INDEC grew by 2.7% in 2015, decreased by 2.1% in 2016, grew by 2.7% in 2017, decreased by 2.5% in 2018, decreased by 2.2%, 10%
in 2019 and 2020, respectively, and 50.9% in 2021;
|
• |
Argentina’s public debt as a percentage of GDP, which remains high, and as of September 30, 2021, represented approximately 82% of the GDP;
|
• |
the discretionary increase in public expenditures that has resulted (and continues to result) in a fiscal deficit;
|
• |
high unemployment and informal employment rates;
|
• |
high exchange rate volatility;
|
• |
high fiscal and trade deficits;
|
• |
an inability to pay public debt and the reperfilation of debt maturities;
|
• |
limited access to funding in the local and international capital markets;
|
• |
agricultural exports, which fueled the economic recovery, have been affected by drought and lower prices than in prior years;
|
• |
fluctuations in international oil prices;
|
• |
unavailability of long-term credit to the private sector;
|
• |
the effects of a restrictive U.S. monetary policy, which could generate an increase in financial costs for Argentina;
|
• |
fluctuations in the BCRA’s foreign currency reserves;
|
• |
uncertainty with respect to the imposition of exchange and capital controls;
|
• |
the abrupt fall in the value of sovereign bonds and a decline in consumer confidence or foreign direct investment;
|
• |
the public health concerns derived from COVID and its scale and duration discussed below, which remain uncertain, but could impact our earnings, cash flow, liquidity, and financial condition; and
|
• |
other political, social and economic events outside of Argentina that adversely affect the current growth of the Argentine economy.
|
• |
Fiscal alleviation measures. Having as a main
objective to reduce fiscal pressure over small business and people. In addition, certain social assistance plans were increased in order to contain the low-income sectors. In turn, regulations were issued that provided relief for workers
and certain incentives for production.
|
• |
Rate of 0% on the value-added tax of “basic food basket.”
|
• |
Public Debt Reprofiling. On August 29, 2019, the
Executive Branch published Decree No. 598/2019, whereby certain exceptional measures were adopted to relieve tension in the financial and foreign exchange markets. The measures consisted of the rescheduling of certain of the country’s
financial obligations, which had an impact on the placements of individuals and financial institutions.
|
• |
Exchange control restrictions. The Executive
Branch reinstated restrictions on the foreign exchange market through the Emergency Decree No. 609/2019 (“Decree 609”), published in the Official Gazette on September 1, 2019, and since then has
enacted subsequent exchange control restrictions. These exchange control restrictions remain in place. For additional information see “—Restrictions on transfers of foreign currency and the repatriation
of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine
companies” and “Item 10. Additional Information—D. Exchange Controls.”
|
• |
Occupational Emergency. Through Decree No.
34/2019 (“Decree 34”), on December 13, 2019, the Federal government declared a labor public emergency for a term of 180 days. In case of dismissal without cause during said period, the affected
worker will have the right to receive double compensation in accordance with current legislation. The Government went a step further amid the COVID pandemic, extending this measure on several occasions, most recently by Decree no.
39/2021, effective until December 31, 2021.
|
• |
Solidarity Law. On December 23, 2019, the
National Congress enacted the Solidarity Law. This law declared a public emergency in economic, financial, fiscal, administrative, pension, social security, tariffs, energy, health and social matters, and, pursuant to the Argentine
Constitution, the Solidarity Law delegates legislative powers to the Executive Branch. For additional information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors
affecting our consolidated results of operations.”
|
• |
Amendments to the Information and Communications Technology (“ICT”) regime. By means of Decree No. 690/2020 dated August 21, 2020, the Argentine Government introduced a series of amendments to the ICT Law No. 27,078. First, ICT services and access to telecommunications
networks were assigned the character of public service in competition. Likewise, the regime for determining prices was modified.
|
• |
Judicial Reform Bill. On July 29, 2020, the
Executive Branch announced a judicial reform bill which consists of increasing the number of federal courts by creating 23 new federal courts and merging the federal criminal circuit with the federal economic criminal circuit. In
addition, the proposed bill seeks the appointment of an advisory committee composed of legal experts to advise the executive branch on the operation of the judicial branch. The bill was approved by the Argentine Senate on August 28, 2020
and, as of the date of this Supplement, is pending discussion in the House of Representatives.
|
• |
Oil & Gas upstream industry. Certain measures
were established in order to encourage oil and gas production. The most prominent refers to the establishment of the Argentine Natural Gas Production Promotion Plan - Supply and Demand Scheme 2020-2024 through Decree No. 892/2020
published on November 16, 2020 (the “Plan Gas.Ar”). Further, on May 19, 2020, Decree 488/2020 was published, whereby a base price of U.S.$45 was set for the commercialization of a barrel of
Medanito-type crude oil in the local market, containing also provisions relating to the aliquots applicable to export duties relating to products from the hydrocarbon industry.
|
• |
The situation generated by COVID could cause a decrease in our revenues (i.e. A reduction in the demand of our Liquids products) or an increase in our operating costs. As a result of financial turmoil in
Argentina caused by disruptions in supply chains and public debt restructuring, we may experience difficulties in our ability to pay off our debts and other financial obligations as they become due. We could also face difficulties in
accessing debt and capital markets and may be forced to refinance our indebtedness;
|
• |
An extended period of remote work by our employees could deplete our technological resources and result in or exacerbate certain operational risks, including an increased risk of cybersecurity. Remote work
environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts to exploit the COVID pandemic; and
|
• |
COVID poses a threat to the well-being and morale of our employees. While we have implemented a business continuity plan to protect the health of our employees and we have contingency plans for key employees
or executive officers who may become ill or unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and we may experience a possible loss of productivity or a delay in the deployment of
certain strategic plans.
|
• |
fluctuations in our periodic operating results;
|
• |
changes in financial estimates, recommendations or projections by securities analysts;
|
• |
changes in conditions or trends in our industry;
|
• |
events affecting equities markets in Argentina;
|
• |
legal or regulatory measures affecting our financial conditions;
|
• |
departures of management and key personnel; or
|
• |
potential litigation or the adverse resolution of pending litigation against us or our subsidiaries.
|
Item 4. |
Our Information
|
A.
|
Our History and Development
|
B. |
Business Overview
|
Company
|
Annual
deliveries
(Bcf)
|
Volume of
market
served (in %)
|
No. of end users
(in millions)
|
Deliveries
received from
us (in %)
|
||||||||||||
Metrogas (1)
|
6.1
|
20.0
|
%
|
2.4
|
86
|
%
|
||||||||||
Camuzzi Pampeana (1)
|
5.3
|
17.4
|
%
|
1.4
|
95
|
%
|
||||||||||
Camuzzi Sur
|
4.6
|
15.2
|
%
|
0.7
|
100
|
%
|
||||||||||
Naturgy Argentina (1)
|
3.7
|
12.2
|
%
|
1.7
|
65
|
%
|
||||||||||
64.8
|
%
|
6.2
|
(1) |
Also connected to the TGN system.
|
For the years ended December 31,
|
||||||||||||||||||||||||
2021
|
2020
|
2019
|
||||||||||||||||||||||
Average firm
contracted
capacity
(MMcf/d)
|
Net revenues
(millions of
pesos)
|
Average
firm
contracted
capacity
(MMcf/d)
|
Net revenues
(millions of
pesos)
|
Average firm
contracted
capacity
(MMcf/d)
|
Net
revenues
(millions
of pesos)
|
|||||||||||||||||||
Firm:
|
||||||||||||||||||||||||
Metrogas
|
16.7
|
6,069
|
16.7
|
8,890
|
16.7
|
8,826
|
||||||||||||||||||
Camuzzi Pampeana
|
15.8
|
4,436
|
15.8
|
6,499
|
15.8
|
6,456
|
||||||||||||||||||
Naturgy Argentina
|
11.8
|
3,620
|
11.8
|
5,298
|
11.8
|
5,259
|
||||||||||||||||||
Camuzzi Sur
|
11.2
|
908
|
11.0
|
1,332
|
11.0
|
1,325
|
||||||||||||||||||
Pampa Energía
|
4.0
|
964
|
4.3
|
1,350
|
4.6
|
1,197
|
||||||||||||||||||
Others
|
23.3
|
3,925
|
22.9
|
5,440
|
22.7
|
4,893
|
||||||||||||||||||
Total firm
|
82.6
|
19,922
|
82.5
|
28,809
|
82.6
|
27,956
|
||||||||||||||||||
Interruptible and others:
|
-
|
4,581
|
-
|
6,665
|
-
|
6,187
|
||||||||||||||||||
Total
|
82.6
|
24,503
|
82.5
|
35,474
|
82.6
|
34,143
|
For the year ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Firm:
|
Average daily deliveries (MMcf/d)
|
Average daily deliveries (MMcf/d)
|
Average daily deliveries (MMcf/d)
|
|||||||||
Metrogas
|
11.7
|
12.1
|
14.0
|
|||||||||
Camuzzi Pampeana
|
10.4
|
9.3
|
9.9
|
|||||||||
Camuzzi Sur
|
7.3
|
6.8
|
6.6
|
|||||||||
Naturgy Argentina
|
6.4
|
6.1
|
6.8
|
|||||||||
Others
|
15.8
|
15.4
|
15.5
|
|||||||||
Subtotal firm
|
51.6
|
49.7
|
52.8
|
|||||||||
Subtotal interruptible
|
16.7
|
14.5
|
14.1
|
|||||||||
Total
|
68.3
|
64.2
|
66.9
|
|||||||||
Average annual load factor (1)
|
83
|
%
|
78
|
%
|
81
|
%
|
||||||
Average winter heating season load factor (1)
|
95
|
%
|
86
|
%
|
90
|
%
|
(1) |
Average daily deliveries for the period divided by average daily firm contracted capacity for the period, expressed as a percentage.
|
• |
protect the health and safety of operating personnel;
|
• |
ensure operational continuity in the event of contagion of key personnel;
|
• |
ensure the proper functioning of equipment and facilities;
|
• |
guarantee the quality of services to internal and external clients;
|
• |
identify additional actions to be taken during and after an emergency; and
|
• |
maintain fluid communication and monitoring of personnel and their condition.
|
• |
From 12/28/2019 to 12/27/2020: 6.5%
|
• |
From 12/28/2020 to 12/27/2021: 6%
|
• |
From 12/28/2021 to 12/27/2022: 5.5%
|
• |
From 12/28/2022 to 12/27/2023: 5%
|
• |
From 12/28/2023 to 12/27/2024 and onwards: 4.5%.
|
• |
creation of IEASA (formerly ENARSA) in 2004 for the purposes of restoring levels of reserves, production and supply of natural gas and meeting the infrastructure needs of the natural gas transportation and
electricity industries;
|
• |
creation of the Gas Plus Program (the “Gas Plus Program”) in 2008, which aims to encourage producers to make further investments in natural gas infrastructure by allowing them to sell the resulting
production of natural gas from new fields and fields that require more expensive extraction techniques at higher prices than the current authorized prices. In 2010, the Government increased the price paid to natural gas producers who
invest in new fields, shale and tight natural gas under the Gas Plus Program;
|
• |
hiring of two re-gasifying LGN tankers through IEASA, in Bahía Blanca (2008) and Escobar (2011), to inject natural gas into the pipeline. The tanker located at Bahía Blanca, which was retired in November
2018, was connected to our pipeline, and the tanker at Escobar is connected to TGN’s pipeline;
|
• |
establishment of a framework for the constitution of Gas Trusts to finance natural gas pipeline expansions;
|
• |
the passage of Law No. 26,741, which declares that hydrocarbons self-sufficiency, as well as their production, industrialization, transport and marketing, are activities of public interest and primary goals
of Argentina, empowering the Government to take the necessary measures to achieve such goals;
|
• |
creation of trust funds to finance infrastructure works in transportation and distribution of natural gas;
|
• |
importation of natural gas from Bolivia and Chile, which has increased significantly over the past two years;
|
• |
importation of LGN through vessels;
|
• |
creation of tariff charges to be paid by all consumers other than residential consumers in order to finance natural gas and electricity expansions and the import of natural gas;
|
• |
creation of a stimulus program to encourage new investments in exploration and exploitation;
|
• |
the establishment of the 2020-2024 natural gas scheme through the Plan Gas.Ar; and
|
• |
the establishment of the Transport.Ar Program which declares of public interest the building of the NK Pipeline in order to solve the natural gas transportation bottleneck from the Neuquén Province.
|
• |
the completion of the RTI processes were prioritized to provide a framework of certainty to the operation of public utility companies;
|
• |
the Ministry of Energy and the Unidad de Renegociación y Análisis de Contratos de Servicios Públicos (“UNIREN”) were
reorganized in order to streamline the aforementioned efforts; and
|
• |
the increase of the prices of natural gas at the PIST and the tariffs of the public transport and distribution of natural gas service have been propitiated in order to correct the deterioration in the supply
of this fluid and to reduce the burden that the public subsidies have on the national budget.
|
• |
fixes the natural gas prices in PIST;
|
• |
provides that the total amount of natural gas prices in PIST shall not exceed certain limits according to the type of customer;
|
• |
maintains the social tariff for the protection of the most vulnerable sectors;
|
• |
establishes the new propane prices for the distribution of undiluted propane gas through networks, settling at Ps.800/Tn for residential users and general service P1 and P2, and Ps.2,100/Tn for general
service P3 users; and
|
• |
provides that adjustments will be implemented in the months of April and October of each year, until the total elimination of the subsidies, at which time PIST will be freely determined by the market.
|
• |
an agreement with unions to amend current existing collective bargaining agreements for the sector;
|
• |
the elimination of the obligation of repatriation of funds due to oil and gas exports currently regulated by Decree No. 1,722/11; and
|
• |
the creation of a program (regulated by Resolution No. 46-E/2017), the Investment in Natural Gas Production from Non-Conventional Reservoirs Stimulus Program, which establishes a support price for the volume
of non-conventional natural gas production from concessions located in the Neuquina basin included in the program. This program, originally scheduled to be effective until December 31, 2021, included a sliding-scale schedule for the minimum
price to be paid per MMBtu: U.S.$7.50 for 2018, U.S.$7.00 for 2019, U.S.$6.50 for 2020 and U.S.$6.00 for 2021. In 2019, such program was modified by the Energy Secretary, and such decision of the Government resulted in conflicts between the
Government and natural gas producers which led to a sharp decline in the number of investments made by natural gas producers since the second half of 2019.
|
2019
|
2020
|
2021
|
||||||||||
Residential (1)
|
10,178.2
|
10,499.0
|
10,552.9
|
|||||||||
Commercial
|
1,460.2
|
1,080.5
|
1,149.3
|
|||||||||
Industries (2)
|
13,286.9
|
12,672.8
|
12,111.3
|
|||||||||
Power plants
|
15,325.8
|
14,438.6
|
16,083.1
|
|||||||||
CNG
|
2,479.7
|
1,867.8
|
2,342.8
|
|||||||||
Others (3)
|
441.1
|
314.5
|
407.6
|
|||||||||
Total
|
43,171.9
|
40,873.2
|
42,647.0
|
(1) |
Includes subdistributors.
|
(2) |
Includes shrinkage natural gas from the Cerri Complex, which is included in Others.
|
(3) |
Includes governmental bodies.
|
• |
The recovery of those sectors mainly impacted by restrictions on circulation (CNG, Industry and Commerce) as from the enactment of Decree No. 297/2020, which established the stay-at-home measures as from March 20, 2020.
|
• |
The decreasing prices of natural gas for the priority demand due to the lack of updating of tariffs. For the rest of the segments there were price increases in the winter based on PIST proposed by the Plan Gas. AR for the period
2020-2024.
|
• |
During the first months of 2021, and due to the delay in the implementation of the Plan Gas.Ar, natural gas production had a downward trend of approximately 10 MMm3/d with respect to 2020. As from May 2021 and thanks to the incentive
scheme proposed by this plan, production levels were increased.
|
• |
Due to the effect of the decrease in natural gas production, the increase in economic activity and the lower winter temperatures that required to meet a higher priority demand, during 2021 it was necessary, during the months of June,
July and August, to import LGN through the regasification vessel in Bahía Blanca -which had stopped operating in 2019.
|
• |
Regarding electricity generation, in a year characterized by a drought that impacted hydroelectric generation (-17.1%), total electricity generation increased by 5.7%. The decrease in hydroelectric generation was offset by higher
renewable energy generation (36.9%) and higher thermal generation (9.4%).
|
Basin
|
Location by
province
|
Proved Gas
Reserves(Bcf)(1)(2)
|
Production (Bcf)
|
Reserve Life
(years)(3)
|
||||||||||||||||||||||
2020
|
2019
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||||||||||
Neuquina
|
Neuquén, Río Negro, La Pampa, Mendoza (South)
|
244.9
|
233.3
|
27.7
|
30.7
|
8
|
7
|
|||||||||||||||||||
Austral
|
Tierra del Fuego, Santa Cruz (South), and offshore
|
86.2
|
91.2
|
11.5
|
12.0
|
9
|
9
|
|||||||||||||||||||
San Jorge Gulf
|
Chubut, Santa Cruz (North)
|
35.4
|
41.1
|
4.2
|
4.7
|
8
|
9
|
|||||||||||||||||||
Cuyo
|
Mendoza (North)
|
0.2
|
0.1
|
0.0
|
0.1
|
3
|
6
|
|||||||||||||||||||
Northwest
|
Salta, Jujuy, Formosa
|
9.4
|
11.0
|
1.7
|
1.8
|
6
|
6
|
|||||||||||||||||||
Total
|
376.1
|
376.7
|
45.1
|
49.4
|
8
|
8
|
(1) |
Estimated as of December 31, 2020 and 2019, respectively. There are numerous uncertainties inherent in estimating quantities of proved natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available
data, and engineering and geological interpretation and judgment. Results of drilling, testing and production after the date of the estimate may require substantial upward or downward revisions. Accordingly, the reserve estimates could be
materially different from the quantity of natural gas that ultimately will be recovered.
|
(2) |
Reserve figures do not include significant reserves located in certain Bolivian basins to which TGN is connected.
|
(3) |
Weighted average reserve life for all basins, at the 2020 or 2019 production levels, respectively.
|
• |
operating and safety standards;
|
• |
terms of service, including general service conditions, such as specifications regarding the quality of gas transported, major equipment requirements, invoicing and payment procedures, imbalances and
penalties, and guidelines for dispatch management;
|
• |
contract requirements, including the basis for the provision of service, e.g., “firm” or “interruptible”;
|
• |
mandatory capital investments to be made over the first five years of the license term; and
|
• |
applicable rates based on the type of transportation service and the area serviced.
|
• |
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
|
• |
total or partial interruption of the service for reasons attributable to us, affecting completely or partially transportation capacity during the periods stipulated in our License;
|
• |
sale, assignment or transfer of our essential assets or otherwise encumbering such assets without ENARGAS’s prior authorization, unless such encumbrances serve to finance expansions and improvements to the
gas pipeline system;
|
• |
bankruptcy, dissolution or liquidation; and
|
• |
ceasing and abandoning the provision of the licensed service, attempting to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or giving up our License,
other than in the cases permitted therein.
|
Between October 1, 2018 and March 31, 2019
|
||||||||||||||
Firm
|
Interruptible
|
|||||||||||||
Rate Zones
|
Reservation
Charge(1)
(Ps.m3/d)
|
Minimum
Charge(2)
(Ps.1,000 m3)
|
Compression
Fuel and Losses(3)
(%)
|
|||||||||||
Receipt
|
Delivery
|
|||||||||||||
From Tierra del Fuego to:
|
Tierra del Fuego
|
2.115187
|
70.505443
|
0.49
|
||||||||||
Santa Cruz Sur |
4.265351
|
142.179858
|
0.98
|
|||||||||||
Chubut Sur |
10.880293
|
362.676743
|
3.38
|
|||||||||||
Buenos Aires Sur |
12.818489
|
427.282869
|
5.60
|
|||||||||||
Bahía Blanca |
19.634891
|
654.496272
|
8.40
|
|||||||||||
La Pampa Norte |
19.565270
|
652.175202
|
8.60
|
|||||||||||
Buenos Aires |
22.973029
|
765.767552
|
10.35
|
|||||||||||
Greater Buenos Aires |
25.775731
|
859.191266
|
11.27
|
|||||||||||
From Santa Cruz Sur to:
|
Santa Cruz Sur
|
2.143710
|
71.456424
|
0.49
|
||||||||||
Chubut Sur |
8.749112
|
291.636962
|
2.89
|
|||||||||||
Buenos Aires Sur |
10.691453
|
356.381429
|
5.11
|
|||||||||||
Bahía Blanca |
17.543207
|
584.773317
|
7.91
|
|||||||||||
La Pampa Norte |
17.540057
|
584.668038
|
8.11
|
|||||||||||
Buenos Aires |
20.892272
|
696.408622
|
9.86
|
|||||||||||
Greater Buenos Aires |
23.703593
|
790.120501
|
10.78
|
|||||||||||
From Chubut to:
|
Chubut Sur
|
2.126078
|
70.868874
|
0.49
|
||||||||||
Buenos Aires Sur |
3.986437
|
132.879101
|
2.71
|
|||||||||||
Bahía Blanca |
10.630388
|
354.344287
|
5.51
|
|||||||||||
La Pampa Norte |
11.161907
|
372.061471
|
5.71
|
|||||||||||
Buenos Aires |
13.819476
|
460.647529
|
7.46
|
|||||||||||
Greater Buenos Aires |
16.477046
|
549.233587
|
8.38
|
|||||||||||
From Neuquén to:
|
Neuquén
|
1.889165
|
64.771119
|
0.49
|
||||||||||
Bahía Blanca |
9.175905
|
305.773484
|
2.80
|
|||||||||||
La Pampa Norte |
9.883458
|
329.360278
|
3.15
|
|||||||||||
Buenos Aires |
12.426836
|
414.138116
|
3.91
|
|||||||||||
Greater Buenos Aires |
15.221099
|
508.276603
|
4.86
|
|||||||||||
From Bahía Blanca to:
|
Bahía Blanca
|
2.126068
|
70.868885
|
0.49
|
||||||||||
La Pampa Norte |
0.531517
|
17.717180
|
0.20
|
|||||||||||
Buenos Aires |
3.189075
|
106.303245
|
1.95
|
|||||||||||
Greater Buenos Aires |
5.846660
|
194.889310
|
2.87
|
(1) |
Monthly charge for every cubic meter per day of reserved transportation capacity.
|
(2) |
Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor.
|
(3) |
Maximum percentage of total transported gas that customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services.
|
Between April 1, 2019 and March 31, 2020
|
||||||||||||||
Firm
|
Interruptible
|
|||||||||||||
Rate Zones
|
Reservation
Charge(1)
(Ps.m3/d)
|
Minimum
Charge(2)
(Ps.1,000 m3)
|
Compression
Fuel and
Losses(3)
(%)
|
|||||||||||
Receipt
|
Delivery
|
|||||||||||||
From Tierra del Fuego to:
|
Tierra del Fuego
|
2.665144
|
88.837143
|
0.49
|
||||||||||
Santa Cruz Sur |
5.374436
|
179.147196
|
0.98
|
|||||||||||
Chubut Sur |
13.709213
|
456.974163
|
3.38
|
|||||||||||
Buenos Aires Sur |
16.151349
|
538.378143
|
5.60
|
|||||||||||
Bahía Blanca |
24.740042
|
824.667950
|
8.40
|
|||||||||||
La Pampa Norte |
24.652320
|
821.743392
|
8.60
|
|||||||||||
Buenos Aires |
28.946110
|
964.870213
|
10.35
|
|||||||||||
Greater Buenos Aires |
32.477525
|
1,082.584470
|
11.27
|
|||||||||||
From Santa Cruz Sur to:
|
Santa Cruz Sur
|
2.701084
|
90.035383
|
0.49
|
||||||||||
Chubut Sur |
11.023917
|
367.463752
|
2.89
|
|||||||||||
Buenos Aires Sur |
13.471273
|
449.042042
|
5.11
|
|||||||||||
Bahía Blanca |
22.104511
|
736.816745
|
7.91
|
|||||||||||
La Pampa Norte |
22.100543
|
736.684093
|
8.11
|
|||||||||||
Buenos Aires |
26.324347
|
877.477681
|
9.86
|
|||||||||||
Greater Buenos Aires |
29.866623
|
995.555027
|
10.78
|
|||||||||||
From Chubut to:
|
Chubut Sur
|
2.678866
|
89.295068
|
0.49
|
||||||||||
Buenos Aires Sur |
5.022927
|
167.428204
|
2.71
|
|||||||||||
Bahía Blanca |
13.394433
|
446.475235
|
5.51
|
|||||||||||
La Pampa Norte |
14.064048
|
468.798959
|
5.71
|
|||||||||||
Buenos Aires |
17.412596
|
580.417750
|
7.46
|
|||||||||||
Greater Buenos Aires |
20.761144
|
692.036541
|
8.38
|
|||||||||||
From Neuquén to:
|
Neuquén
|
2.380356
|
81.611872
|
0.49
|
||||||||||
Bahía Blanca |
11.561677
|
385.275827
|
2.80
|
|||||||||||
La Pampa Norte |
12.453197
|
414.995282
|
3.15
|
|||||||||||
Buenos Aires |
15.657864
|
521.815701
|
3.91
|
|||||||||||
Greater Buenos Aires |
19.178646
|
640.430576
|
4.86
|
|||||||||||
From Bahía Blanca to:
|
Bahía Blanca
|
2.678855
|
89.295082
|
0.49
|
||||||||||
La Pampa Norte |
0.669714
|
22.323718
|
0.20
|
|||||||||||
Buenos Aires |
4.018247
|
133.942519
|
1.95
|
|||||||||||
Greater Buenos Aires |
7.366815
|
245.561319
|
2.87
|
(1) |
Monthly charge for every cubic meter per day of reserved transportation capacity.
|
(2) |
Minimum charge equal to the unit rate of the firm reservation charge at a 100% load factor.
|
(3) |
Maximum percentage of total transported gas that customers are required to replace in-kind to make up for gas used by us for compressor fuel or losses in rendering transportation services.
|
Since March 1, 2022
|
||||||||||||||
Firm
|
Interruptible
|
|||||||||||||
Rate Zones
|
Reservation Charge(1)
(Ps.m3/d)
|
Minimum
Charge(2)
(Ps.1,000 m3)
|
Compression
Fuel and Losses(3)
(%)
|
|||||||||||
Receipt
|
Delivery
|
|||||||||||||
From Tierra del Fuego to:
|
Tierra del Fuego
|
4.264230
|
142.139429
|
0.49
|
||||||||||
Santa Cruz Sur |
8.598976
|
286.635514
|
0.98
|
|||||||||||
Chubut Sur |
21.934741
|
731.158661
|
3.38
|
|||||||||||
Buenos Aires Sur |
25.842158
|
861.405029
|
5.60
|
|||||||||||
Bahía Blanca |
39.584067
|
1319.468720
|
8.40
|
|||||||||||
La Pampa Norte |
39.443712
|
1314.789427
|
8.60
|
|||||||||||
Buenos Aires |
46.313776
|
1543.792341
|
10.35
|
|||||||||||
Greater Buenos Aires |
51.964040
|
1732.135152
|
11.27
|
|||||||||||
From Santa Cruz Sur to:
|
Santa Cruz Sur
|
4.321734
|
144.056613
|
0.49
|
||||||||||
Chubut Sur |
17.638267
|
587.942003
|
2.89
|
|||||||||||
Buenos Aires Sur |
21.554037
|
718.467267
|
5.11
|
|||||||||||
Bahía Blanca |
35.367218
|
1178.906792
|
7.91
|
|||||||||||
La Pampa Norte |
35.360869
|
1178.694549
|
8.11
|
|||||||||||
Buenos Aires |
42.118955
|
1403.964290
|
9.86
|
|||||||||||
Greater Buenos Aires |
47.786597
|
1592.888043
|
10.78
|
|||||||||||
From Chubut to:
|
Chubut Sur
|
4.286186
|
142.872109
|
0.49
|
||||||||||
Buenos Aires Sur |
8.036683
|
267.885126
|
2.71
|
|||||||||||
Bahía Blanca |
21.430931
|
714.360376
|
5.51
|
|||||||||||
La Pampa Norte |
22.502477
|
750.078334
|
5.71
|
|||||||||||
Buenos Aires |
27.860154
|
928.668400
|
7.46
|
|||||||||||
Greater Buenos Aires |
33.217830
|
1107.258466
|
8.38
|
|||||||||||
From Neuquén to:
|
Neuquén
|
3.808570
|
130.578995
|
0.49
|
||||||||||
Bahía Blanca |
18.498683
|
616.441323
|
2.80
|
|||||||||||
La Pampa Norte |
19.925115
|
663.992451
|
3.15
|
|||||||||||
Buenos Aires |
25.052582
|
834.905122
|
3.91
|
|||||||||||
Greater Buenos Aires |
30.685834
|
1024.688922
|
4.86
|
|||||||||||
From Bahía Blanca to:
|
Bahía Blanca
|
4.286168
|
142.872131
|
0.49
|
||||||||||
La Pampa Norte |
1.071542
|
35.717949
|
0.20
|
|||||||||||
Buenos Aires |
6.429195
|
214.308030
|
1.95
|
|||||||||||
Greater Buenos Aires |
11.786904
|
392.898110
|
2.87
|
• |
The non-granting of a transitory tariff increase, remaining without variations in the rate charts approved by Enargas in April 2019.
|
• |
Establishes that from May 2021 and until the Agreement is in force of Definitive Renegotiation, ENARGAS will proceed to re-calculate the rates of transport at that time in force with effect from April 1, 2022.
|
• |
Does not establish a mandatory investment plan.
|
• |
Provides for the prohibition of: (i) distributing dividends and b) paying in advance financial and commercial debts contracted with shareholders, acquire other companies or give credits.
|
• |
the net book value of the essential assets determined on the basis of the price paid by CIESA for shares of our common stock plus the original cost of subsequent investments carried in U.S. dollars in each
case adjusted by the PPI, net of accumulated depreciation in accordance with the calculation rules to be determined by ENARGAS (since the enactment of the Public Emergency Law, this provision may no longer be valid); or
|
• |
the net proceeds of a new competitive bidding (the “New Bidding”).
|
• |
submit a bid computed at an equal and not lower price than the appraisal value determined by an investment bank selected by ENARGAS, which represents the value of the business providing the licensed service
at the valuation date, as a going concern and without regard to the debts;
|
• |
match the best bid submitted by third parties in the New Bidding, if it would be higher than our bid mentioned above, paying the difference between both values to obtain a new license; and
|
• |
if we have participated in the New Bidding but are unwilling to match the best bid made by a third party, receive the appraisal value as compensation for the transfer of the essential assets to the new
licensee, with any excess paid by the third-party remaining for the grantor.
|
2021
|
2020
|
2019
|
||||||||||
Ethane
|
353,078
|
360,870
|
283,635
|
|||||||||
Propane
|
383,085
|
391,636
|
377,864
|
|||||||||
Butane
|
267,579
|
270,669
|
260,440
|
|||||||||
Natural Gasoline
|
115,677
|
122,197
|
118,454
|
|||||||||
Total
|
1,119,419
|
1,145,372
|
1,040,393
|
- |
Installation of two modular gas conditioning plants through Joule Thomson technology, each with a capacity to treat 3.5 MM3/d of natural gas and of a new gasoline stabilizing tower. This project is scheduled for start-up at staggered
dates during 2022 and will involve an estimated investment of US$22 million.
|
- |
Installation of a conditioning plant with a capacity of 6.6 MM3/d, which will require an estimated investment of US$82 million, with start-up scheduled for mid-2023.
|
C. |
Organizational Structure
|
(1)
|
Incorporated in Argentina.
|
(2) |
Incorporated in Uruguay.
|
(3) |
Incorporated in Bolivia
|
D.
|
Property, Plant and Equipment
|
Major Pipeline
|
Length
(miles)
|
Diameter
(inches)
|
Maximum
Pressure
(pound/inch)
|
Compressor
Units
|
Operative
Compressor
Plants
|
HP
Output
|
||||||||||||||||||
General San Martín
|
2,869
|
24/30
|
853/995
|
59
|
17
|
512,800
|
||||||||||||||||||
Neuba I/Loop Sur
|
736
|
24/30
|
853
|
18
|
6
|
65,800
|
||||||||||||||||||
Neuba II
|
1,224
|
30/36
|
975/995
|
21
|
7
|
194,000
|
||||||||||||||||||
Other (1)
|
940
|
Various
|
Various
|
6
|
3
|
7,500
|
||||||||||||||||||
Total
|
5,769
|
104
|
33
|
780,100
|
(1) |
Includes 247 miles of transfer pipelines throughout the pipeline system, as well as the Cordillerano pipeline, with a length of 274 miles, and the Chelforó-Conesa pipeline and other minor pipelines.
|
• |
inventory of gaseous emissions;
|
• |
monitoring of gaseous emissions from the Cerri Complex;
|
• |
zero effluent in the Cerri Complex;
|
• |
diagnosis of energy efficiency in the Cerri Complex, Puerto Galván and our headquarters;
|
• |
measurement of the vents generated by the use of seals; and
|
• |
sewage effluent treatment plant in Plaza Huincul.
|
• |
Reduction of atmospheric emissions by investing in devices
(such as the Stoppler tool) that allow us to reduce the amount of natural gas vented by pipeline maintenance. Progress was also made in changing wet seals for dry seals. We continued with the calculation of the Carbon Footprint by
process and the design of improvements to reduce GHG emissions.
|
• |
Minimization of waste generated at the facilities, both
household waste and industrial and hazardous waste. In 70% of the plants we have installed compost bins to treat in situ the organic waste from the plant’s canteen. We generated communication campaigns to raise awareness among our
personnel and contractors about proper waste management and the importance of segregation at source. In this sense, we highlight the integral waste minimization program “Zero Garbage” in Cerri Complex and the awareness of the personnel
of the Head Office about waste recycling through the presence of the mobile green points of the Government of the City of Buenos Aires.
|
• |
Reducing energy consumption and improving energy efficiency,
investing in technology that allows us to make efficient use of the resource, improving the existing lighting systems with LED technology in most of the Company’s facilities.
|
• |
Treatment of sanitary effluents and promoting their recovery
as water for irrigation, focusing on sites with water deficit.
|
• |
Efficient management of water resources, taking the necessary
measures to promote their care and the need to control the amount of water consumed and discharged, as well as the quality of discharges and water used, and to encourage employees to internalize these practices.
|
Item 4A. |
Unresolved Staff Comments
|
Item 5. |
Operating and Financial Review and Prospects
|
A. |
Operating Results
|
• |
impairment of property, plant and equipment (“PPE”);
|
• |
provisions for legal claims and others; and
|
• |
income tax – deferred tax assets and tax credits.
|
• |
the volume of Liquids;
|
• |
changes in international prices of LPG and natural gasoline (in 2020 their outlook remains precarious principally as a consequence of the uncertainty regarding the effect of the COVID pandemic);
|
• |
regulation affecting our liquids business, including Law No. 26,020 (which requires us to meet domestic demand before exporting LPG);
|
• |
changes in the input costs related to the liquids production and commercialization segment, including the Gas Charge Resolutions;
|
• |
the availability of natural gas and its richness;
|
• |
fluctuation in the peso/U.S. dollar exchange rate;
|
• |
the tariffs we are permitted to charge in our Natural Gas Transportation business segment;
|
• |
local inflation and its impact on costs expressed in pesos; and
|
• |
other changes in laws or regulations affecting our operations, including tax matters.
|
2021
|
2020
|
2019
|
||||||||||
WPI (in %)
|
51.3
|
35.4
|
58.5
|
|||||||||
CPI (in %)
|
50.9
|
36.1
|
53.8
|
|||||||||
Devaluation of pesos vs. dollar (in %)
|
22.1
|
40.5
|
58.9
|
|||||||||
Real GDP (pesos of 2004) (% change)
|
10.3
|
(9.9
|
)
|
(2.2
|
)
|
|||||||
Industrial production (% change)
|
10.4
|
5.3
|
1.4
|
|||||||||
Transportation services tariffs increase
|
-
|
-
|
26.0
|
• |
The components of the capital stock were restated from the dates they were contributed;
|
• |
Reserved earnings were maintained at the date of transition at their nominal value (legal amount without restatement);
|
• |
The restated unallocated results were determined by the difference between the net assets restated at the transition date and the rest of the initial equity components expressed as indicated in the
preceding paragraphs; and
|
• |
After the restatement at the transition date, all the components of the equity were restated by applying the general price index from the beginning of the period, and each variation of those components was
restated from the date of contribution or from the moment in which the variation is added by any other means.
|
• |
adoption of all measures ordered by the government to ensure the health of our employees and the communities where we operate;
|
• |
optimization of capital investments and operating and administrative expenses, without affecting the safety and reliability tasks that allow us to operate the pipeline system in accordance with current regulations;
|
• |
suspension of works that do not affect the integrity of the natural gas pipeline system; and
|
• |
adoption of a comprehensive daily control of cash flow to optimize its use and protect its value.
|
Year ended December 31,
|
||||||||||||||||
2021
|
2020
|
Variation
|
Percentage
of change
|
|||||||||||||
(in millions of pesos)
|
||||||||||||||||
Revenues
|
88,976
|
84,333
|
4,643
|
5.5
|
||||||||||||
Operating costs
|
(38,709
|
)
|
(32,822
|
)
|
(5,887
|
)
|
17.9
|
|||||||||
Depreciation
|
(8,954
|
)
|
(8,786
|
)
|
(168
|
)
|
1.9
|
|||||||||
Costs of sales
|
(47,663
|
)
|
(41,608
|
)
|
(6,055
|
)
|
14.6
|
|||||||||
Gross profit
|
41,314
|
42,725
|
(1,411
|
)
|
(3.3
|
)
|
||||||||||
Administrative and selling expenses
|
(7,359
|
)
|
(7,020
|
)
|
(339
|
)
|
4.8
|
|||||||||
Impairment of PPE
|
-
|
(4,700
|
)
|
4,700
|
100
|
|||||||||||
Other operating results
|
129
|
151
|
(22
|
)
|
(14.6
|
)
|
||||||||||
Operating profit
|
34,083
|
31,156
|
2,928
|
9.4
|
||||||||||||
Net financial results
|
(436
|
)
|
(19,580
|
)
|
19,144
|
(97.8
|
)
|
|||||||||
Share of gain from associates
|
21
|
32
|
(11
|
)
|
(34.4
|
)
|
||||||||||
Income tax (expense)
|
(12,737
|
)
|
(6,648
|
)
|
(6,089
|
)
|
91.6
|
|||||||||
Total net income and total comprehensive income
|
20,931
|
4,960
|
15,971
|
322
|
• |
Net revenues to third-parties reached Ps. 88,976 million in 2021, which represents a Ps. 4,643 million increase compared to the 2020 fiscal year. This increase was mainly due to the growth in the Liquids
Production and Commercialization and Other Services business segments revenues of Ps. 14,076 million and Ps. 1,538 million, respectively.
|
• |
Cost of sales, including depreciation of fixed assets, reached Ps. 47,663 million in 2021, which represents a Ps. 6,055 million increase compared to the 2020 fiscal year. This increase was mainly due to: i)
the growth in the cost of natural gas processed in the Cerri Complex (mainly due an increase in price, measured in constant Argentine pesos) by Ps. 4,434 million, ii) the growth in expenses for repairs and maintenance of PPE and in their
depreciation by Ps. 1,185 million.
|
• |
Administrative and selling expenses were Ps. 7,359 million in 2021, which represents a Ps. 339 million increase compared to the 2020 fiscal year. This increase was mainly due to higher tax on export of Ps.
940 million and depreciation of Ps. 310 million. These effects were partially offset, principally, by a decrease in turnover tax of Ps. 283 million, Ps. 210 million of the allowance for doubtful accounts and Ps. 154 million in salaries.
|
• |
During 2020, we recorded an impairment of Ps. 4,700 million on our Natural Gas Transportation segment fixed assets as a consequence of the impairment test discussed in “-Critical
accounting policies” section above.
|
• |
During 2020, we recorded a financial loss of Ps. 12,078 million generated by trading financial instruments to acquire foreign currency abroad.
|
Year ended December 31,
|
||||||||
2021
|
2020
|
|||||||
(in millions of pesos)
|
||||||||
Financial income
|
||||||||
Interest income
|
792
|
825
|
||||||
Foreign exchange gain
|
6,080
|
7,500
|
||||||
Subtotal
|
6,872
|
8,325
|
||||||
Financial expenses
|
||||||||
Interest expense
|
(4,468
|
)
|
(5,069
|
)
|
||||
Foreign exchange loss
|
(12,444
|
)
|
(22,394
|
)
|
||||
Subtotal
|
(16,912
|
)
|
(27,463
|
)
|
||||
Other financial results
|
||||||||
Notes repurchase results
|
(414
|
)
|
603
|
|||||
Fair value (loss) / gain on financial instruments through profit and loss
|
1,191
|
(10,967
|
)
|
|||||
Derivative financial instruments results
|
(81
|
)
|
679
|
|||||
Other financial charges
|
(493
|
)
|
(540
|
)
|
||||
Subtotal
|
203
|
(10,226
|
)
|
|||||
Gain on monetary position
|
9,400
|
9,784
|
||||||
Total
|
(436
|
)
|
(19,580
|
)
|
Year ended December 31,
|
Year ended December 31, 2021
compared to year ended
December 31, 2020
|
|||||||||||||||
2021
|
2020
|
Percentage
|
||||||||||||||
Variation
|
Change
|
|||||||||||||||
(in millions of pesos)
|
||||||||||||||||
Natural Gas Transportation(1)
|
||||||||||||||||
Revenues from sales
|
24,503
|
36,749
|
(12,245
|
)
|
(33.3
|
)
|
||||||||||
Cost of sales
|
(15,606
|
)
|
(15,000
|
)
|
(606
|
)
|
4.0
|
|||||||||
Gross profit
|
8,897
|
21,749
|
(12,851
|
)
|
(59.1
|
)
|
||||||||||
Administrative and selling expenses
|
(3,683
|
)
|
(4,078
|
)
|
395
|
(9.7
|
)
|
|||||||||
Impairment of PPE
|
-
|
(4,700
|
)
|
4,700
|
n/a
|
|||||||||||
Other operating expense
|
(204
|
)
|
(67
|
)
|
(137
|
)
|
204.5
|
|||||||||
Operating profit
|
5,011
|
12,904
|
(7,893
|
)
|
(61.2
|
)
|
||||||||||
Liquids Production and Commercialization
|
||||||||||||||||
Revenues from sales
|
55,731
|
41,655
|
14,076
|
33.8
|
||||||||||||
Cost of sales
|
(28,892
|
)
|
(23,899
|
)
|
(4,993
|
)
|
20.9
|
|||||||||
Gross profit
|
26,838
|
17,756
|
9,083
|
51.2
|
||||||||||||
Administrative and selling expenses
|
(2,851
|
)
|
(2,158
|
)
|
(693
|
)
|
32.1
|
|||||||||
Other operating income
|
322
|
211
|
111
|
52.6
|
||||||||||||
Operating profit
|
24,309
|
15,809
|
8,500
|
53.8
|
||||||||||||
Other Services
|
||||||||||||||||
Revenues from sales
|
8,284
|
6,588
|
1,697
|
25.8
|
||||||||||||
Cost of sales
|
(3,745
|
)
|
(3,562
|
)
|
(183
|
)
|
5.1
|
|||||||||
Gross profit
|
4,540
|
3,026
|
1,514
|
50.0
|
||||||||||||
Administrative and selling expenses
|
(758
|
)
|
(715
|
)
|
(42
|
)
|
5.9
|
|||||||||
Other operating (expense) / income
|
10
|
4
|
7
|
175.0
|
||||||||||||
Operating profit
|
3,792
|
2,314
|
1,478
|
63.9
|
||||||||||||
Telecommunications
|
||||||||||||||||
Revenues from sales
|
458
|
617
|
(159
|
)
|
(25.8
|
)
|
||||||||||
Cost of sales
|
(320
|
)
|
(422
|
)
|
102
|
(24.2
|
)
|
|||||||||
Gross profit
|
138
|
195
|
(57
|
)
|
(29.2
|
)
|
||||||||||
Administrative and selling expenses
|
(68
|
)
|
(68
|
)
|
1
|
(1.5
|
)
|
|||||||||
Other operating expense
|
-
|
2
|
(2
|
)
|
(100.
|
)
|
||||||||||
Operating profit
|
71
|
129
|
(58
|
)
|
(45.0
|
)
|
(1) |
Includes of intersegment revenues of Ps. 900 million and Ps. 1,274 million for the fiscal years 2021 and 2020, respectively.
|
• |
Revenues from the Natural Gas Transportation business segment decreased by Ps.12,245 million for the year 2021 compared to 2020;
|
• |
During 2021, we did not receive any tariff increase while annual inflation was 50.9%. The last tariff increase we received was in April 2019. During 2021, and within the framework of the Solidarity Law, our
tariffs were frozen until the Government concludes the RTI or grants us a transitory tariff increase;
|
• |
Revenues related to natural gas firm transportation contracts for the year ended December 31, 2021, decreased by Ps.8,887 million for the year 2021 compared to 2020, as we have not received any tariff
increase since April 2019, while the cumulative inflation rate for the Year 2021 was 50,9%. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of
Transportation Rates-Actual Rates” for additional information;
|
• |
Revenues related to interruptible natural gas transportation service decreased by Ps. 1,678 million for the year 2021 compared to 2020. The decrease mainly resulted from the lack of tariff increase
discussed above, partially offset by higher volumes dispatched;
|
• |
Revenues relating to the CAU decreased by Ps.405 million for the year 2021 compared to 2020 primarily as a result of of the same tariff effect. The value of the CAU is much lower than the transportation
tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU;
|
• |
Costs of sales and administrative and selling expenses for the year ended December 31, 2021 increased by Ps. 211 million, from Ps. 19,078 million to Ps. 19,289 million, as compared to the year ended
December 31, 2020. This increase was mainly attributable to higher PPE maintenance expenses of Ps. 965 million, as during 2021 we performed more repairs after the lockdowns and thought measures took in 2020 due to COVID, and Ps. 220
million of depreciation of PPE. These effects were partially offset, principally, by lower: (i) third-party services of Ps. 582 million, (ii) salaries of Ps. 228 million and (iii) taxes of Ps. 207 million; and
|
• |
Other operating expenses increased by Ps. 137 million for the year 2021 compared to 2020, primarily as a result of higher provision for contingencies.
|
Years ended December 31,
|
Year ended December 31, 2021
compared to year ended December 31,
2020
|
|||||||||||||||
(volumes in tons)
|
(volumes in tons)
|
|||||||||||||||
2021
|
2020
|
Increase/ (Decrease)
|
Percentage
Change
|
|||||||||||||
Local Market
|
||||||||||||||||
Ethane
|
353,078
|
360,870
|
(7,792
|
)
|
(2.2
|
)
|
||||||||||
Propane
|
238,284
|
225,739
|
12,545
|
5.6
|
||||||||||||
Butane
|
181,952
|
180,057
|
1,895
|
1.1
|
||||||||||||
Subtotal
|
773,314
|
766,666
|
6,648
|
0.9
|
||||||||||||
Exports
|
||||||||||||||||
Propane
|
144,801
|
165,897
|
(21,096
|
)
|
12.7
|
|||||||||||
Butane
|
85,627
|
90,612
|
(4,985
|
)
|
(5.5
|
)
|
||||||||||
Natural Gasoline
|
115,677
|
122,197
|
(6,520
|
)
|
(5.3
|
)
|
||||||||||
Subtotal
|
346,105
|
378,706
|
(32,601
|
)
|
(8.6
|
)
|
||||||||||
Total Liquids
|
1,119,419
|
1,145,372
|
(25,953
|
)
|
(2.3
|
)
|
• |
Segment revenue increased by Ps.14,076 million for the year 2021 compared to 2020. This increase was due to a Ps.17,125 million increases in prices. This effect was partially offset by the decrease in the
volumes shipped by Ps.1,824 million and the exchange rate on U.S. dollar-denominated sales of Ps.2,822 million.
|
• |
In 2021 propane, butane and natural gasoline average export prices recorded increases of 104%, 89% and 85%, respectively, compared to 2020.
|
• |
During 2021, the production of Liquids reached 1,119,419 tons (25,953 tons or 2.3% less than in 2020).
|
• |
It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments;
|
• |
Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on
this segment, resulting, under some circumstances, in a negative operating margin on domestic sales of LPG;
|
• |
Costs of sales, administrative and selling expenses for the year ended December 31, 2021, increased by Ps. 5,686 million, to Ps. 31,743 million from Ps. 26,057 million, as compared to the year ended
December 31, 2020. This increase was mainly due to higher: (i) cost of natural gas purchased as RTP of Ps. 4,064 million (principally as a consequence of the increase in the price of the natural gas), (ii) taxes of Ps. 958 million
(especially tax on exports), (iii) third-party services of Ps. 405 million and (iv) maintenance expenses of PPE by Ps. 256 million. These effects were partially offset by lower doubtful accounts charges of Ps. 214 million; and
|
• |
Other operating expenses increased by Ps. 111 million.
|
• |
Net revenues increased by Ps. 1,478 million primarily due to: (i) higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 1,699 million, and (ii)
midstream services. These effects were partially offset by lower operation and maintenance services rendered by Ps. 156 million and the effect of the decrease in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 425
million.
|
• |
Costs of sales, administrative and selling expenses increased by Ps. 225 million, mainly due to the increase in depreciations of Ps. 55 million, the increase in materials by Ps. 151 million, and the
increase in turnover tax by Ps. 85 million This effect was partially offset by higher salaries, wages and other compensations by Ps. 67 million.
|
• |
Net revenues decreased by Ps.159 million in the year ended December 31, 2021, when compared to 2020.
|
• |
Costs of sales, administrative and selling expenses decreased by Ps.103 million in the year ended December 31, 2021, when compared to 2020.
|
Year ended December 31,
|
||||||||||||||||
2020
|
2019
|
Variation
|
Percentage
of change
|
|||||||||||||
(in millions of pesos)
|
||||||||||||||||
Revenues
|
84,333
|
99,791
|
(15,458
|
)
|
15.5
|
|||||||||||
Operating costs
|
(32,822
|
)
|
(42,815
|
)
|
9,993
|
23.3
|
||||||||||
Depreciation
|
(8,786
|
)
|
(7,274
|
)
|
(1,512
|
)
|
20.8
|
|||||||||
Costs of sales
|
(41,608
|
)
|
(50,089
|
)
|
(8,481
|
)
|
(16.9
|
)
|
||||||||
Gross profit
|
42,725
|
49,702
|
(6,977
|
)
|
(14.0
|
)
|
||||||||||
Administrative and selling expenses
|
(7,020
|
)
|
(8,836
|
)
|
1,816
|
(20.6
|
)
|
|||||||||
Impairment of PPE
|
(4,700
|
)
|
-
|
(4,700
|
)
|
n/a
|
||||||||||
Other operating results
|
151
|
(263
|
)
|
414
|
n/a
|
|||||||||||
Operating profit
|
31,156
|
40,603
|
(9,447
|
)
|
(23.3
|
)
|
||||||||||
Net financial results
|
(19,580
|
)
|
(5,955
|
)
|
(13,625
|
)
|
228.8
|
|||||||||
Share of gain from associates
|
32
|
(64
|
)
|
96
|
n/a
|
|||||||||||
Income tax (expense)
|
(6,648
|
)
|
(8,270
|
)
|
1,622
|
(19.6
|
)
|
|||||||||
Total net income and total comprehensive income
|
4,960
|
26,314
|
21,354
|
(81.1
|
)
|
• |
Net revenues to third-parties reached Ps. 84,333 million in 2020, which represents a Ps. 15,458 million decrease compared to the 2019 fiscal year. This decrease was mainly due to the reduction in the
Natural Gas Transportation and Liquids Production and Commercialization business segments revenues of Ps. 11,010 million and Ps. 5,893 million, respectively.
|
• |
Cost of sales, including depreciation of fixed assets, reached Ps. 41,608 million in 2020, which represents a Ps. 8,481 million decrease compared to the 2019 fiscal year. This decrease was mainly due to:
(i) lower price of natural gas purchased as RTP (partially offset by higher volumes purchased) totaling Ps. 6,379 million, (ii) the reduction in maintenance cost and third paraprofessional services fees as a consequence of the measures
took to mitigate the COVID negative impact of Ps. 3,088 million and (iii) lower labor cost of Ps. 309 million. These effects were partially offset by higher depreciations of Ps. 1,512 million after the commissioning of the Vaca Muerta
pipe infrastructure.
|
• |
Administrative and selling expenses were Ps. 7,020 million in 2020, which represents a Ps.1,816 million decrease compared to the 2019 fiscal year. This decrease was mainly due to lower tax on export of Ps.
1,097 million and turnover ta of Ps. 648 million.
|
• |
During 2020, we recorded an impairment of Ps. 4,700 million on our Natural Gas Transportation segment fixed assets as a consequence of the impairment test discussed in “-Critical
accounting policies” section above.
|
• |
During 2020, we recorded a financial loss of Ps. 12,081 million generated by trading financial instruments to acquire foreign currency abroad.
|
Year ended December 31,
|
||||||||
2020
|
2019
|
|||||||
(in millions of pesos)
|
||||||||
Financial income
|
||||||||
Interest income
|
825
|
1,479
|
||||||
Foreign exchange gain
|
7,500
|
16,060
|
||||||
Subtotal
|
8,325
|
17,539
|
||||||
Financial expenses
|
||||||||
Interest expense
|
(5,069
|
)
|
(5,157
|
)
|
||||
Foreign exchange loss
|
(22,394
|
)
|
(32,132
|
)
|
||||
Capitalized financial expenses
|
-
|
917
|
||||||
Subtotal
|
(27,463
|
)
|
(36,372
|
)
|
||||
Other financial results
|
||||||||
Notes repurchase results
|
603
|
-
|
||||||
Fair value (loss) / gain on financial instruments through profit and loss
|
(10,967
|
)
|
1,114
|
|||||
Derivative financial instruments results
|
679
|
(39
|
)
|
|||||
Other financial charges
|
(540
|
)
|
(842
|
)
|
||||
Subtotal
|
(10,225
|
)
|
233
|
|||||
Gain on monetary position
|
9,784
|
12,645
|
||||||
Total
|
(19,580
|
)
|
(5,955
|
)
|
Year ended December 31,
|
Year ended December 31, 2020
compared to year ended
December 31, 2019
|
|||||||||||||||
2020
|
2019
|
Percentage
|
||||||||||||||
Variation
|
Change
|
|||||||||||||||
Natural Gas Transportation
|
||||||||||||||||
Revenues from sales
|
36,749
|
47,749
|
(11,000
|
)
|
(23.0
|
%)
|
||||||||||
Cost of sales
|
(15,000
|
)
|
(17,811
|
)
|
2,811
|
(15.8
|
%)
|
|||||||||
Gross profit
|
21,749
|
29,938
|
(8,189
|
)
|
(27.4
|
%)
|
||||||||||
Administrative and selling expenses
|
(4,078
|
)
|
(4,906
|
)
|
828
|
(16.9
|
%)
|
|||||||||
Impairment of PPE
|
(4,700
|
)
|
-
|
(4,700
|
)
|
n/a
|
||||||||||
Other operating expense
|
(67
|
)
|
(281
|
)
|
214
|
(76.3
|
%)
|
|||||||||
Operating profit
|
12,904
|
24,751
|
(11,847
|
)
|
(47.9
|
%)
|
||||||||||
Liquids Production and Commercialization
|
||||||||||||||||
Revenues from sales
|
41,655
|
47,547
|
(5,892
|
)
|
(12.4
|
%)
|
||||||||||
Cost of sales
|
(23,899
|
)
|
(30,128
|
)
|
6,229
|
(20.7
|
%)
|
|||||||||
Gross profit
|
17,756
|
17,419
|
337
|
1.9
|
%
|
|||||||||||
Administrative and selling expenses
|
(2,158
|
)
|
(3,153
|
)
|
995
|
(31.6
|
%)
|
|||||||||
Other operating income
|
211
|
6
|
205
|
n/a
|
||||||||||||
Operating profit
|
15,809
|
14,272
|
1,537
|
10.8
|
%
|
|||||||||||
Other services
|
||||||||||||||||
Revenues from sales
|
6,588
|
5,192
|
1,396
|
26.9
|
%
|
|||||||||||
Cost of sales
|
(3,562
|
)
|
(3,132
|
)
|
(430
|
)
|
13.7
|
%
|
||||||||
Gross profit
|
3,026
|
2,060
|
966
|
46.9
|
%
|
|||||||||||
Administrative and selling expenses
|
(715
|
)
|
(669
|
)
|
(46
|
)
|
7.0
|
%
|
||||||||
Other operating (expense) / income
|
4
|
8
|
(4
|
)
|
(50.0
|
%)
|
||||||||||
Operating profit
|
2,314
|
1,399
|
916
|
65.5
|
%
|
|||||||||||
Telecommunications
|
||||||||||||||||
Revenues from sales
|
617
|
568
|
49
|
8.6
|
%
|
|||||||||||
Cost of sales
|
(422
|
)
|
(284
|
)
|
(138
|
)
|
48.6
|
%
|
||||||||
Gross profit
|
195
|
284
|
(89
|
)
|
(31.3
|
%)
|
||||||||||
Administrative and selling expenses
|
(68
|
)
|
(109
|
)
|
41
|
(37.6
|
%)
|
|||||||||
Other operating expense
|
2
|
6
|
(4
|
)
|
n/a
|
|||||||||||
Operating profit
|
129
|
181
|
(52
|
)
|
(28.7
|
%)
|
(1) |
Includes of intersegment revenues of Ps. 1,274 million and Ps.1,266 million for the fiscal years 2020 and 2019, respectively.
|
• |
Revenues from the Natural Gas Transportation business segment decreased by Ps.11,000 million for the year 2020 compared to 2019;
|
• |
During 2020, we did not receive any tariff increase while annual inflation was 36.1%. The last tariff increase we received was in April 2019. During 2020, and within the framework of the Solidarity Law, our
tariffs were frozen until the Government concludes the RTI or grants us a transitory tariff increase;
|
• |
Revenues related to natural gas firm transportation contracts for the year ended December 31, 2020, decreased by Ps.9,251 million for the year 2020 compared to 2019, as we have not received any tariff
increase since April 2019, while the cumulative inflation rate for the Year 2020 was 36.1%. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of
Transportation Rates-Actual Rates” for additional information;
|
• |
Revenues related to interruptible natural gas transportation service decreased by Ps. 1,309 million for the year 2020 compared to 2019. The decrease mainly resulted from the lack of tariff increase
discussed above, partially offset by higher volumes dispatched;
|
• |
Revenues relating to the CAU decreased by Ps.450 million for the year 2020 compared to 2019 primarily as a result of the same tariff effect. The value of the CAU is much lower than the transportation tariff
we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item
4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU;
|
• |
Costs of sales and administrative and selling expenses for the year ended December 31, 2020 decreased by Ps. 3,639 million, from Ps. 22,717 million to Ps. 19,078 million, as compared to the year ended
December 31, 2019. This decrease was mainly attributable to impact of the measures taken to mitigate the negative impact of the COVID on our operations: (i) ordinary maintenance expenses for the pipelines and other fixed assets by Ps.
2,202 million, (ii) lower technical assistance fee accrued of Ps. 705 million, (iii) lower taxes of Ps. 528 million as the reduction in our revenues, and (iv) the reduction in labor costs of Ps. 549 million. These effects were partially
offset by the increase in depreciations amounting to Ps. 726 million;
|
• |
At December 31, 2020, in accordance with IAS 36, we recognized an impairment on our Natural Gas Transportation fixed assets of Ps. 4,700 million. For additional information see “-Critical accounting policies” section above; and
|
• |
Other operating expenses decreased by Ps.214 million for the year 2020 compared to 2019, primarily as a result of positive impact of the collections received from the insurance company, partially offset by
higher provision for contingencies.
|
Years ended December 31,
|
Year ended December 31, 2020
compared to year ended
December 31, 2019
|
|||||||||||||||
(volumes in tons)
|
(volumes in tons)
|
|||||||||||||||
2020
|
2019
|
Increase/ (Decrease)
|
Percentage
Change
|
|||||||||||||
Local Market
|
||||||||||||||||
Ethane
|
360,870
|
283,635
|
77,235
|
27.2
|
||||||||||||
Propane
|
225,739
|
212,397
|
13,342
|
6.3
|
||||||||||||
Butane
|
180,057
|
145,513
|
34,544
|
23.7
|
||||||||||||
Subtotal
|
766,666
|
641,545
|
125,121
|
19.5
|
||||||||||||
Exports
|
||||||||||||||||
Propane
|
165,897
|
165,467
|
430
|
0.3
|
||||||||||||
Butane
|
90,612
|
114,927
|
(24,315
|
)
|
(21.2
|
)
|
||||||||||
Natural Gasoline
|
122,197
|
118,454
|
3,743
|
3.2
|
||||||||||||
Subtotal
|
378,706
|
398,848
|
(20,142
|
)
|
(5.1
|
)
|
||||||||||
Total Liquids
|
1,145,372
|
1,040,393
|
104,979
|
10.1
|
• |
Segment revenue decreased by Ps. 5,892 million for the year 2020 compared to 2019. This decrease was due to a Ps. 9,337 million decrease in prices as a result of the effects resulting from the COVID
pandemic. This effect was partially offset by the increase in the volumes shipped by Ps. 3,374 million and the exchange rate on U.S. dollar-denominated sales of Ps. 1,159 million.;
|
• |
In 2020 propane, butane and natural gasoline average export prices recorded decreases of 14.6%, 15.8% and 31.1%, respectively, compared to 2019. The decrease in international reference prices occurred
mainly during the first semester of the year as a result of COVID and the disagreement among OPEC members. During the second semester of the year, and specifically during the last quarter, prices shown an important recovery;
|
• |
During 2020, the production of Liquids reached 1,145,372 tons (104,979 tons or 10.1% less than in 2019). This was mainly due to the increase in ethane deliveries after in July 2019 PBB was prevented from
taking product due to the incident that occurred in its plant. Likewise, there was an increase in the tons of butane and propane sold in the local market due to the supply plans established by the Government. These effects were partially
offset by lower quantities of butane exported.
|
• |
It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments;
|
• |
Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on
this segment, resulting, under some circumstances, in a negative operating margin on domestic sales of LPG;
|
• |
Costs of sales, administrative and selling expenses for the year ended December 31, 2020, decreased by Ps. 7,224 million, to Ps. 26,057 million from Ps. 33,281 million, as compared to the year ended
December 31, 2019. This decrease was mainly due to lower: (i) cost of natural gas purchased as RTP of Ps. 6,373 million, (ii) taxes of Ps. 1,155 million (especially tax on exports due to the reduction of established by Resolution 488).
These effects were partially offset by higher technical assistance fees and doubtful accounts charges;
|
• |
Other operating expenses increased by Ps.205 million mainly resulting from the recovery of insurance company.
|
• |
Net revenues increased by Ps. 1,396 million primarily due to higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 2,353 million and the effect
of the increase in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 140 million. These effects were partially offset by lower construction services of the UT by Ps. 279 million and natural gas compression and
treatment services rendered by Ps. 732 million.
|
• |
Costs of sales, administrative and selling expenses increased by Ps. 476 million, mainly due to the increase in depreciations of Ps. 909 million. This effect was partially offset by lower technical
assistance fees.
|
• |
Net revenues increased by Ps. 49 million in the year ended December 31, 2020, when compared to 2019.
|
• |
Costs of sales, administrative and selling expenses increased by Ps. 97 million in the year ended December 31, 2020, when compared to 2019.
|
Years ended December 31,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
(in millions of pesos)
|
||||||||||||
Cash and cash equivalents at the beginning of the year
|
7,024
|
20,067
|
52,617
|
|||||||||
Cash flows provided by operating activities
|
30,301
|
43,039
|
27,739
|
|||||||||
Cash flows used in investing activities
|
(30,284
|
)
|
(45,415
|
)
|
(34,202
|
)
|
||||||
Cash flows (used in ) / provided by financing activities
|
(959
|
)
|
(7,660
|
)
|
(23,259
|
)
|
||||||
Net (decrease) / increase in cash and cash equivalents
|
(942
|
)
|
(10,036
|
)
|
(29,721
|
)
|
||||||
Foreign exchange gains on cash and cash equivalents
|
323
|
1,148
|
7,646
|
|||||||||
Monetary results effect on Cash and cash equivalents
|
(1,976
|
)
|
(4,155
|
)
|
(10,475
|
)
|
||||||
Cash and cash equivalents at the end of the year
|
4,429
|
7,024
|
20,067
|
2021
|
2021
|
2020
|
||||||||||
(in millions of U.S.
dollars) (2)
|
(in millions of pesos)
|
|||||||||||
Current loans:
|
||||||||||||
2018 Notes Interest
|
5
|
552
|
689
|
|||||||||
Leasing
|
6
|
629
|
725
|
|||||||||
Total current loans
|
11
|
1,181
|
1,414
|
|||||||||
Non-current loans:
|
||||||||||||
2018 Notes
|
477
|
49,005
|
61,161
|
|||||||||
Leasing
|
23
|
2,394
|
3,642
|
|||||||||
Total non-current loans
|
500
|
51,399
|
64,803
|
|||||||||
Total loans(1)
|
511
|
52,580
|
66,217
|
(1) |
Issuance expenses net.
|
(2) |
Converted at the exchange rate of Ps.102.72 per U.S.$1.00, which was the selling exchange rate as of December 31, 2021.
|
Amount in U.S.$
|
500,000,000
|
Interest Rate
|
6,75% annual
|
Pricing
|
99,725%
|
Date of Payment
|
Percentage on the
Principal Amount to be
Paid
|
||
Amortization
|
May 2, 2025
|
100% |
|
Frequency of Interest Payment
|
Semi-annual, payable on May 2 and November 2 of each year.
|
||
Guarantor
|
None.
|
Period
|
Propane
|
Butane
|
Natural
gasoline
|
|||||||||
October 2018 – April 2019
|
6,045
|
4,506
|
2,700
|
|||||||||
May 2019 – September 2019
|
-
|
-
|
4,100
|
|||||||||
October 20219
|
9,068
|
7,010
|
4,200
|
|||||||||
November 2019 – April 2020
|
13,098
|
10,014
|
6,000
|
C. |
Research and Development, Patents and Licenses, etc.
|
D. |
Trend Information
|
Item 6. |
Directors, Senior Management and Employees
|
A. |
Directors and Senior Management
|
a) |
Is also a member of the management body of the controlling entity or another company belonging to the same economic group by a relationship existing at the time of its election or that ceased during the
three years immediately preceding.
|
b) |
Is linked to the issuer or its shareholders that hold directly or indirectly “significant shareholding” or with companies in which these also have direct or indirectly “significant shareholding,” or was
linked to them by a contract of employment during the last three years.
|
c) |
Provides, or belongs to a professional corporation or association, which renders professional services to or receives any form of remuneration or fees (other than the corresponding remuneration for its
position in the administration body) from the issuer, or those shareholders that have any direct or indirect “significant shareholding” in us or from corporations in which shareholders also have any direct or indirect “significant
shareholding.”
|
d) |
Directly or indirectly, holds five percent or more of shares entitled to vote of our capital or in a company which holds “significant shareholding” in the latter.
|
e) |
Directly or indirectly, sells or provides goods or services to the company or its shareholders, who hold direct or indirect “significant shareholding” for an amount substantially higher than the
compensation received from the position as members of the administration body. This prohibition covers commercial relations that took place during the last three years prior to the appointment as director.
|
f) |
Has been a director, manager, administrator or principal executive of non-governmental organizations that have received funds, for amounts exceeding Ps. 800,000 from the company, its controlling entity and
other companies of the group of which TGS is a part.
|
g) |
Receives some payment, including participation in stock option plans, from the company or the companies in its same group, other than the fees to be received under his position as director.
|
h) |
Has served as director at the company, its controlling entity or another company belonging to the same economic group for more than ten years. The condition of independent director will be recovered after
at least three years have elapsed since the cessation of his position as director.
|
i) |
Is a husband or wife, legal partner, close relative up to third degree of consanguinity or second degree of relationship that, in the case of being a member of the administrative body, would not be
independent as set forth in the CNV regulations.
|
Name
|
Date of
Appointment
|
Term
Expires
|
Position
|
Position in Other Company
|
||||
Horacio Jorge Tomás Turri
|
7/13/2020
|
2023
|
Chairman
|
Executive director oil and gas at Pampa Energía
|
||||
Luis Alberto Fallo
|
4/21/2020
|
2023
|
Vice Chairman
|
Director of Sagua Argentina S.A.
|
||||
Pablo Viñals Blake
|
4/21/2020
|
2023
|
Director
|
Partner at Marval O’Farrell Mairal Law Firm
|
||||
María Carolina Sigwald
|
8/21/2020
|
2023
|
Director
|
Legal Executive director at Pampa Enegía
|
||||
Luis Rodolfo Secco
|
4/21/2020
|
2023
|
Independent Director
|
Economist
|
||||
Carlos Alberto Olivieri
|
4/21/2020
|
2023
|
Independent Director
|
Independent Consultant
|
||||
Carlos Alberto Di Brico
|
4/21/2020
|
2023
|
Independent Director
|
Public Accountant
|
||||
Federico Jose Basualdo Richards
|
4/21/2020
|
2023
|
Independent Director
|
Comptroller at Ente Nacional Regulador de la Electricidad (“ENRE”)
|
||||
Soledad Marisol Tolone
|
4/5/2022
|
2023
|
Independent Director
|
Advisor to the Executive Sub-Directorate of Operations at the FGS-ANSES
|
||||
Jorge Romualdo Sampietro
|
4/21/2020
|
2023
|
Alternate Director
|
Senior Director at Petroquímica Cuyo
|
||||
Gerardo Paz
|
4/5/2022
|
2023
|
Alternate Director
|
Pampa Energía’s legal affairs vice president
|
||||
Francisco Antonio Macías
|
4/21/2020
|
2023
|
Alternate Director
|
Partner at Marval O’Farrell Mairal Law Firm
|
Name
|
Date of
Appointment
|
Term
Expires
|
Position
|
Position in Other Company
|
||||
María Agustina Montes
|
4/5/2022
|
2023 |
Alternate Director
|
Legal affairs and compliance manager at Pampa Energía
|
||||
Enrique Llerena
|
4/21/2020
|
2023
|
Independent Alternate Director
|
Partner at Llerena – Amadeo Law Firm
|
||||
Santiago Alberto Fumo
|
4/21/2020
|
2023
|
Independent Alternate Director
|
Independent consultant
|
||||
Martin Irineo Skubic
|
8/21/2020
|
2023
|
Independent Alternate Director
|
Manager of Alliances and New Business Development Latam South at Elli Lilly Interamerica
|
||||
Nicolás Agustín Nuñez
|
4/5/2022
|
2023
|
Independent Alternate Director
|
Lawyer in the FGS-ANSES
|
||||
Alejo Sorrentino
|
4/5/2022
|
2023
|
Independent Alternate Director
|
Financial Responsible in the FGS - ANSES
|
Name
|
Year of
Appointment
|
Position
|
||
Oscar Jose Sardi
|
2019
|
CEO
|
||
Claudia Trichilo
|
2019
|
Operations Director
|
||
Carlos Hector Sidero
|
2013
|
Human Resources Director
|
||
Alejandro Mario Basso
|
2016
|
CFO and Services Director
|
||
Hernan Diego Flores Gomez
|
2017
|
Legal Affairs Director
|
||
Juan Ignacio de Urraza
|
2020
|
Business Director
|
||
Rubén De Muria
|
2018
|
Institutional and Regulatory Affairs Director
|
B. |
Compensation
|
C. |
Board Practices
|
• |
supervise the internal control and accounting systems as well as the reliability of the latter and all the financial information and other significant issues that are to be submitted to the SEC, CNV and
BYMA in compliance with the applicable disclosure policies;
|
• |
supervise the application of information policies regarding our risk management;
|
• |
ensure that the market is informed about those operations where there may be a conflict of interest with one or more members of the Board of Directors, controlling shareholders or other parties as defined
by the applicable regulations;
|
• |
express its view on the reasonableness of fees and stock option plans for directors submitted by the Board of Directors;
|
• |
express its view as to compliance with laws and regulations and the reasonableness of the conditions of an issuance of shares (or convertible securities), in the case of a capital increase, excluding or
limiting preferential rights;
|
• |
oversee compliance with the Code of Ethics (see “Item 16B. Code of Ethics”); and other relevant rules;
|
• |
issue a well-founded opinion on whether the terms and conditions of relevant transactions with related parties are according to market practice, within five business days from the receipt of a petition
issued by the Board of Directors, and at any other time at which a conflict of interest exists or might exist;
|
• |
prepare an annual working plan for the fiscal year and notify the Board of Directors and the Statutory Committee within 60 days from the beginning of the period;
|
• |
fulfill all the obligations stated in our Bylaws and applicable laws and regulations;
|
• |
express its view on the Board of Directors’ proposals on whether to appoint the external auditors to be hired and monitor the auditors’ independence; and
|
• |
establish procedures for: (i) the receipt, treatment, investigation and administration of the complaints received by us regarding accounting, internal accounting controls or auditing matters; and (ii) the
confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
|
• |
review their plans; and
|
• |
evaluate and give an opinion on their performance when issuing the annual Financial Statements.
|
• |
analyze the different services rendered by the external auditors as well as their independence, according to Technical Resolution (“TR”) No. 34 of the FACPCE, and any
other related regulations issued by professional councils;
|
• |
report separately the fees billed as follows: (i) fees for external audit and other related services meant to provide reliability to third parties (e.g., special reports about internal controls,
shareholding prospectuses, certifications and special reports requested by regulators, etc.); and (ii) fees related to other special services different from those mentioned above; and
|
• |
review independence policies of the external auditors in order to verify their fulfillment.
|
• |
Give a prior assessment, that shall be used by the CNV to require us to designate an external auditor as requested by minority shareholders, as long as such shareholders represent at least 5% of our common
stock and provide a justified request (in those cases in which the minority shareholders’ rights might be affected) and if CNV understands the credibility of the damage invoked by said shareholders in order to carry out one or more
specific reviews. The charges of such reviews shall be borne by the petitioning shareholders (Act No. 26,381, article 108.f);
|
• |
provide a well-founded assessment about an acquiring tender offer if by withdrawing the public offering we would cease to be a public company or our stock cease to be traded (Act No. 26,381, article 98);
and
|
• |
issue a report supporting a Board of Directors’ resolution to buy back our shares (Act No. 26,381, article 64).
|
Name
|
Member
since
|
Term
Expires
|
Position
|
|||
Pablo Fabián Waisberg
|
8/21/2020
|
2023
|
Syndic
|
|||
José Daniel Abelovich
|
4/21/2020
|
2023
|
Syndic
|
|||
María Valeria Fortti
|
4/21/2020
|
2023
|
Syndic
|
|||
Fernando Pedro Tetamanti
|
8/21/2020
|
2023
|
Alternate Syndic
|
|||
Marcelo Héctor Fuxman
|
4/21/2020
|
2023
|
Alternate Syndic
|
|||
Sandra Auditore
|
4/21/2020
|
2023
|
Alternate Syndic
|
D.
|
Employees
|
Number of Employees as of December 31,
|
||||||||||||
Department
|
2021
|
2020
|
2019
|
|||||||||
General
|
2
|
2
|
3
|
|||||||||
Administration, Finance and Services
|
118
|
113
|
106
|
|||||||||
Human Resources
|
27
|
24
|
23
|
|||||||||
Legal Affairs
|
11
|
11
|
10
|
|||||||||
Public and Regulatory Affairs
|
11
|
11
|
10
|
|||||||||
Safety and Environmental
|
31
|
30
|
29
|
|||||||||
Business
|
76
|
73
|
76
|
|||||||||
Internal Audit
|
4
|
4
|
4
|
|||||||||
Operations
|
822
|
791
|
786
|
|||||||||
Trainees program
|
6
|
-
|
13
|
|||||||||
Total
|
1,108
|
1,059
|
1,060
|
Number of Employees as of December 31,
|
||||||||||||
Location
|
2021
|
2020
|
2019
|
|||||||||
City of Buenos Aires
|
289
|
281
|
245
|
|||||||||
Province of Buenos Aires
|
455
|
414
|
448
|
|||||||||
Province of Chubut
|
59
|
62
|
64
|
|||||||||
Province of La Pampa
|
13
|
14
|
14
|
|||||||||
Province of Neuquén
|
138
|
134
|
133
|
|||||||||
Province of Río Negro
|
59
|
61
|
60
|
|||||||||
Province of Santa Cruz
|
92
|
91
|
94
|
|||||||||
Province of Tierra del Fuego
|
3
|
2
|
2
|
|||||||||
Total
|
1,108
|
1,059
|
1,060
|
E. |
Share Ownership
|
Item 7. |
Major Shareholders and Related Party Transactions
|
A. |
Major Shareholders
|
Name of Beneficial Owner
|
Number of Shares(1)
|
Percent of Total
Common Shares
|
Class
|
|||||||||
CIESA
|
405,192,594
|
51.00
|
%
|
A
|
||||||||
FGS
|
190,685,633
|
24.00
|
%
|
B
|
||||||||
Holders through BYMA
|
62,257,144
|
7.84
|
%
|
B
|
||||||||
Treasury shares
|
41,734,225
|
5.25
|
%
|
B
|
||||||||
ADRs through Citi
|
94,625,687
|
(1)
|
11.91
|
%
|
B
|
|||||||
Total
|
794,495,283
|
100.00
|
%
|
--
|
(1) |
Equivalent to 21,040,200 ADRs.
|
• |
On July 27, 2016, Pampa Energía acquired from Petrobras Internacional Braspetro B.V. all the stock and voting rights of Petrobras Participaciones S.L., the holder of the 67.1933% of the capital stock and
voting rights of Petrobras Argentina and, consequently, the indirect control of Petrobras Hispano Argentina.
|
• |
On the same day, (i) Pampa Energía and its subsidiary Pampa Participaciones S.A. sold all of the capital stock and voting rights of PEPCA to GIP by 51%, WST S.A. (“WST”)by
45.8% and PCT L.L.C. by 3.2% and (ii) Pampa Inversiones S.A. transferred its status as beneficiary of the Trust to GIP and PCT, in a proportion of 55% and 45%, respectively. This transaction was authorized by ENARGAS on August 9, 2016,
through Resolution No. I / 3939.
|
• |
On January 17, 2017, CIESA was informed of the exercise of the swap option agreed among Pampa Energía, GIP, WST and PCT LLC. Pursuant to such option, (i) GIP and PCT transferred to PHA (formerly Petrobras
Hispano Argentina) their position as beneficiary of a trust formed to that purpose (the “CIESA Trust”) owning of 40% of the stock and voting rights of CIESA; and (ii) Pampa Energía and PHA
(formerly Petrobras Hispano Argentina) transferred to GIP and PCT shares representative of 40% of the capital and voting rights of CIESA, while Pampa Energía kept a direct participation in CIESA of 10% of its capital and voting rights.
|
• |
On March 24, 2020, CIESA was informed of the transfer of the 40% capital stock owned by the CIESA Trust to PHA.
|
• |
On July 13, 2020, PCT acquired WST participation in PEPCA, or 4.58% of CIESA, which resulted in GIP and PCT owning in the aggregate 50% in CIESA.
|
• |
On January 5, 2022, Pampa Energía merged with PHA. By virtue of this, PHA transferred to Pampa Energía all of the shares it held in CIESA, and as of that date, Pampa Energía had a 50% direct participation
in CIESA.
|
• |
Public takeover bids addressed to all holders of such shares at a fair price authorized by the CNV, under the terms of Chapters II, III and IV of Title III of the Capital Markets Law.
|
• |
Exchange of shares for other shares of the same or another company in the context of a merger, split or corporate reorganization processes.
|
Shareholder
|
Number of shares
|
Class of
shares
|
Ownership
(%)
|
Group
|
||||||||||
Pampa Energía
|
63,881,869
|
B1
|
50
|
%
|
Pampa Group
|
|||||||||
1
|
A1
|
|||||||||||||
162,898,767
|
A2
|
|||||||||||||
92,628,711
|
B2
|
|||||||||||||
PEPCA S.A. (GIP y PCT)
|
63,881,870
|
B3
|
10
|
%
|
||||||||||
GIP
|
89,594,322
|
A1
|
|
|||||||||||
50,945,792
|
B1
|
22 | % |
GIP/PCT Group
|
||||||||||
PCT
|
73,304,444
|
A1
|
|
|||||||||||
41,682,920
|
B1
|
18 |
% | |||||||||||
Total
|
638,818,696
|
100
|
%
|
B.
|
Related Party Transactions
|
• |
agreements for the purchase of natural gas used as RTP;
|
• |
natural gas transportation services;
|
• |
liquids sales; and
|
• |
compression and treatment of natural gas services. On November 1, 2016, Pampa Energía assigned the operation of the Río Neuquén area and its related contracts to YPF. Until that date, our transactions under
those contracts were reported as transactions with related parties of our Other Services business segment.
|
• |
The board of directors approved the formation of the UT together with SACDE. The corporate purpose of the UT is to assembly of pipes for the construction of the project of “Expansion of the Natural Gas
Transportation and Distribution System” in the province of Santa Fé, called through National Public Bid No. 452-0004-LPU17 by the former MINEM (the “Work”).
|
• |
On October 27, 2017, TGS - SACDE UT executed the corresponding work contract with the former MINEM. UT will continue to exists until its purpose has been fulfilled, that is, once the work involved in the
Work and until the end of the warranty period, set at 18 months from the provisional receipt.
|
Revenues
|
Costs
|
Financial results
|
||||||||||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization of Liquids
|
Other Services
|
Gas
purchase
and others
|
Compensation
for
technical
assistance
|
Revenues for administrative services
|
Commercialization expenses
|
Interests
expenses
|
Interest
income /
fair value
results
|
|||||||||||||||||||||||||||
(in thousands of pesos)
|
||||||||||||||||||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
CIESA
|
-
|
-
|
-
|
-
|
-
|
142
|
-
|
-
|
||||||||||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
Pampa Energía
|
855,551
|
2,564,882
|
1,214,347
|
2,889,311
|
2,181,985
|
-
|
-
|
291,753
|
||||||||||||||||||||||||||||
tgs' associates with significant influence:
|
||||||||||||||||||||||||||||||||||||
Link
|
-
|
-
|
27,744
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
26,460
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Pampa Comercializadora S.A.
|
148,753
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
CT Barragan
|
-
|
-
|
13,686
|
-
|
-
|
-
|
-
|
-
|
248,511
|
|||||||||||||||||||||||||||
Transener S.A.
|
-
|
-
|
360
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Fundación tgs
|
-
|
-
|
-
|
-
|
-
|
-
|
1,169-
|
-
|
||||||||||||||||||||||||||||
Total
|
1,030,764
|
2,564,882
|
1,256,137
|
2,889,311
|
2,181,985
|
142
|
1,169
|
291,753
|
248,511
|
C. |
Interests of Experts and Counsel
|
Item 8. |
Financial Information
|
A. |
Consolidated Statements and Other Financial Information
|
a) |
Turnover tax calculated on the natural gas price consumed by us as fuel
|
b) |
Action for annulment of ENARGAS Resolutions
|
c) |
Recovery action of VAT and income tax
|
d) |
Turnover tax withholding in the Province of Buenos Aires
|
a) |
Environmental matters
|
b) |
Others
|
• |
Per the Tax Reform, for fiscal periods beginning on January 1, 2018, distribution of dividends made to human persons and foreign beneficiaries are subject to a tax withholding which we must withhold and
enter to the tax authority as a single and definitive payment when the dividends are paid. This additional tax will be 7% or 13%, depending on whether the dividends distributed correspond to earnings of a fiscal period at the enacted
income tax rate of 30% or 25%, respectively. For these purposes it is considered, without admitting proof to the contrary, that the dividends that are made available correspond, firstly, to the oldest accumulated earnings.
|
• |
The acquisition of treasury shares and the additional paid-up capital for the distribution of treasury shares in accordance with CNV Rules, restricts the amount of the retained earnings that the Company may
distribute. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Repurchase of Shares.”
|
• |
According to the BCRA regulations, under certain conditions, we have to obtain its previous authorization before transferring dividend payments outside of Argentina. For additional information see “Item 10. Additional Information—D. Exchange Controls.”
|
Dividends declared and paid
|
||||||||||||||||||||
Year ended
December 31,
|
(in millions of Ps.)(1)
|
(in millions of U.S.$)(2)
|
(Ps.per share)(1)
|
(U.S.$ per share)(2)
|
(U.S.$ per ADS)(2)
|
|||||||||||||||
2017
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
2018(3)
|
9,067
|
114.6
|
11.41
|
0.142
|
0.708
|
|||||||||||||||
2019(4)(5)
|
17,683
|
222.4
|
22.78
|
0.286
|
1.432
|
|||||||||||||||
2020
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
2021
|
-
|
-
|
-
|
-
|
-
|
(2) |
Stated in Ps.at Current Currency.
|
(3) |
Stated in U.S. dollars translated from pesos at the exchange rate in effect on the payment date.
|
(4) |
At the General and Special Annual Shareholders’ Meeting held on April 10, 2018, our shareholders resolved to create a future dividends payment reserve in an amount equal to Ps.7,882 million. At its meetings held on July 6, August 8 and
September 6, 2018, our Board of Directors approved to release such reserve in full to our shareholders in the form of cash dividend payments up to an amount equal to the aggregate amount of such reserve.
|
(5) |
At the General Annual Shareholders’ Meeting held on April 11, 2019, our shareholders resolved to create a voluntary reserve for capital expenditures, stock buyback and/or dividends in an amount equal to Ps.12,462 million and a cash
dividend payment of Ps.12,506 million. At its meetings held on April 11 and October 31, 2019, our Board of Directors approved the partial distribution of such reserve to our shareholders in an amount equal to Ps.783 million the form of a
cash dividend.
|
(6) |
Includes the dividend in kind approved by the General and Special Shareholders’ Meeting held on October 17, 2019 and our Board of Directors’ meeting held on October 31, 2019 consisting in 29,444,795 shares (0.052 shares per share or
0.262 per ADS) at a price of Ps.139.20, calculated by reference to the closing price of our shares in BYMA as of November 12, 2019, the day immediately preceding the date of distribution of such shares to our shareholders.
|
B. |
Significant Changes
|
Item 9. |
The Offer and Listing
|
A.
|
Offer and Listing Details
|
B.
|
Plan of Distribution
|
C. |
Markets
|
• |
Promoting the participation of small investors, union associations, industry groups and trade associations, professional associations and all public savings entities in the capital market, particularly
encouraging mechanisms designed to promote domestic savings and channel such funds towards the development of production;
|
• |
Strengthening mechanisms for the protection of and prevention of abuses against small investors and for the protection of consumers’ rights;
|
• |
Promoting access of small- and medium-sized companies to the capital market;
|
• |
Fostering the creation of a federally integrated capital market through mechanisms designed to achieve an interconnection of computer systems from different trading markets, with the use of state-of-the-art
technology; and
|
• |
Encouraging simpler trading procedures available to users to attain greater liquidity and competitiveness in order to provide the most favorable conditions for the implementation of transactions.
|
a) |
issue regulations that allow stock brokers and brokerage firms authorized by the CNV to perform their duties;
|
b) |
authorize, suspend and cancel the listing and/or trading of negotiable securities pursuant to the provisions set forth in its bylaws;
|
c) |
issue regulations that ensure veracity in the record of prices and trades;
|
d) |
issue the regulations and policies deemed necessary to ensure transparency in the trades conducted by member stock brokers;
|
e) |
fix the margins that member brokers are to comply with for each type of trade BYMA guarantees; and
|
f) |
set up arbitration tribunals.
|
D. |
Selling Shareholders
|
E. |
Dilution
|
F. |
Expenses of the Issue
|
Item 10. |
Additional Information
|
A. |
Share Capital
|
B. |
Memorandum and Articles of Association
|
• |
Subject to the approval of the annual shareholders meeting, the number of members of the Board of Directors may vary between nine and eleven directors and an equal number of alternate directors.
|
• |
The Board of Directors meetings may be held not only with the members present, but also with the members communicating remotely. Under our Bylaws, all members will have the same power to vote on a proposal
and will be considered to constitute a quorum.
|
• |
The Audit Committee duties, which are in line with those requirements stipulated in the Capital Markets Law, were incorporated to our Bylaws. For additional information regarding Audit Committee duties, see
“Item 6. Directors, Senior Management and Employees—C. Board Practices—Audit Committee.”
|
C. |
Material Contracts
|
• |
limitations on our ability to terminate our License or take any action that, in our reasonable opinion, would result in the termination of the License. We may not agree to amend or waive any terms of the
License unless such amendment or waiver would not, in our reasonable opinion, adversely affect (i) our ability to meet our obligations under the 2018 Notes on a timely basis or (ii) any material rights or interest of the trustee or the
holders under the indenture or the 2018 Notes;
|
• |
a requirement that we not enter into or consent to any amendment, restatement or modification of the SATFO or any successor agreement thereto, other than an amendment, restatement or modification that is
not materially adverse to us and our subsidiaries, taken as a whole;
|
• |
a limitation on our and our subsidiaries’ ability to create liens on our property, assets or revenues, other than certain permitted liens;
|
• |
a limitation on our and our subsidiaries’ ability to incur additional indebtedness unless we meet certain financial ratios and no event of default exists, other than certain permitted indebtedness;
|
• |
a limitation on our and our subsidiaries’ ability to pay dividends and make certain other restricted payments and investments with respect to any fiscal year or fiscal semester unless: (i) no event of
default or potential event of default shall have occurred and be continuing and (ii) immediately after giving effect to such restricted payment, we would be able to incur at least U.S.$1.00 of additional indebtedness pursuant to the
limitation on indebtedness covenant;
|
• |
limitations on our and our subsidiaries’ ability to enter into sale-leaseback transactions;
|
• |
limitations on our and our subsidiaries’ ability to enter into a transaction with an affiliate, unless such transaction is on terms that are not materially less favorable to us or our subsidiary than we or
such subsidiary would obtain in a comparable arm’s-length transaction with a non-affiliate;
|
• |
a limitation on our and our subsidiaries’ ability to sell our assets; and
|
• |
a limitation on our and our subsidiaries’ ability to enter into a merger, consolidation or similar transaction.
|
• |
default in the payment of principal, interest or any other amount due under the terms of the 2018 Notes after a specified grace period with respect to payments other than principal;
|
• |
breach of obligations contained in the 2018 Notes after a specified cure period;
|
• |
cross-default and cross-acceleration with respect to other debt obligations with an aggregate principal amount equal to or exceeding U.S.$50 million;
|
• |
the occurrence of certain bankruptcy events or enforcement proceedings;
|
• |
enforcement of monetary judgments exceeding U.S.$50 million; and
|
• |
the occurrence of certain material adverse events with respect to our License, such as the revocation, suspension for a period of greater than 180 days or termination of the License.
|
D. |
Exchange Controls
|
• |
Repatriation of foreign direct investments in companies that do not control local financial entities, insofar as the capital contribution has been entered and settled in the foreign exchange market as of
October 2, 2020 and the repatriation takes place at least two years after entry.
|
• |
Payment at maturity of the principal of foreign financial indebtedness of the non-financial private sector when the creditor is a counterpart linked to the debtor, insofar as the funds have been entered and
settled in the foreign exchange market as of October 2, 2020 and the indebtedness has an average life of no less than two years.
|
(a) |
All of its local foreign currency holdings are deposited in accounts in financial institutions and that it did not have liquid external assets available at the beginning of the day that access to the
foreign exchange market is requested for a higher amount equivalent to U.S.$100,000 (with some exceptions, expressly provided for by the regulation).
|
(b) |
Undertakes to settle in pesos through the foreign exchange market, within five working days of its availability, those funds received abroad resulting from the collection of loans granted to third parties,
the collection of a term deposit or the sale of any type of asset, when the asset has been acquired, the deposit constituted or the loan granted after May 28, 2020.
|
• |
Crimes related to illegal trafficking and commercialization of narcotics;
|
• |
Crimes related to arms trafficking;
|
• |
Crimes related to the activities of an illegal association as defined in Article 210 bis* of the Penal Code;
|
• |
Illegal acts committed by illegal associations organized to commit crimes with political or racial objectives;
|
• |
Crimes of fraud against the Public Administration;
|
• |
Crimes against the Public Administration;
|
• |
Crimes of underage prostitution and child pornography; and
|
• |
Crimes related to terrorism financing.
|
E. |
Taxation
|
Annual taxable income
(ARS)
|
Tax due on lower limit
(ARS)
|
Marginal rate on the excess of the lower limit
|
0 to 5 million
|
ARS 0
|
25%
|
Over 5 million to 50 million
|
ARS 1.25 million
|
30%
|
Over 50 million
|
ARS 14.75 million
|
35%
|
• |
Income tax would be assessed on 110% of the amount of funds transferred;
|
• |
VAT would be assessed on 110% of the amount of funds transferred. Even though the concept “income arising from” is not clear, it could be construed as any fund transfer;
|
• |
from an account in a non-cooperative jurisdiction, or from a bank account opened outside of a non-cooperative jurisdiction but owned by an entity located in a non-cooperative jurisdiction; or
|
• |
to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentina tax resident.
|
F. |
Dividends and Paying Agents
|
G. |
Statement by Experts
|
H. |
Documents on Display
|
I. |
Subsidiary Information
|
Item 11. |
Quantitative and Qualitative Disclosures About Market Risk
|
Financial
assets (1)
|
Financial
liabilities (2)
|
|||||||
(in thousands of pesos)
|
||||||||
Fixed interest rate
|
22,553,663
|
49,556,849
|
||||||
Variable interest rate
|
17,479,560
|
-
|
||||||
Total
|
40,033,223
|
49,556,849
|
(1) |
Includes short-term investments, fixed-term investments and bank accounts. Most of our trade receivables do not accrue interest.
|
(2) |
Includes loans, excluding issuance expenses and lease liabilities.
|
Expected maturity date
|
||||||||||||||||||||||||||||
Overdue
|
2022
|
2023
|
2024
|
Thereafter
|
Total(6)
|
Fair
value(2)
|
||||||||||||||||||||||
(in millions of pesos) (1)
|
||||||||||||||||||||||||||||
Debt
denominated in U.S. dollars(1) (4) (5)
|
||||||||||||||||||||||||||||
Fixed rate
|
-
|
3,467
|
3,467
|
3,467
|
53,093
|
63,494
|
49,556
|
|||||||||||||||||||||
Interest rate(3)
|
6.875
|
%
|
6.875
|
%
|
6.875
|
%
|
||||||||||||||||||||||
Financial lease in U.S. dollars(1) (4)(5)
|
||||||||||||||||||||||||||||
Fixed rate
|
77
|
768
|
768
|
768
|
1,228
|
3,609
|
3,023
|
(1) |
Converted at the exchange rate as of December 31, 2021: Ps. 102.72 per U.S.$1.00.
|
(2) |
For a detailed description of 2018 Notes, see “Item 10. Additional Information—C. Material contracts—Debt Obligations.”
|
(3) |
For further information about limitations on our ability to make payments on our debt denominated in U.S. dollars see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina— The Argentine economy may be adversely affected by economic developments in other markets and by more general effects, which could have a material adverse effect on Argentina’s economic growth.”
|
(4) |
Includes future interest payments not accrued as of December 31, 2021.
|
(5) |
Contracted undiscounted cash flows. Thus, they do not reconcile to the amount disclosed on the statement of financial position.
|
(6) |
Corresponds to the pre-export finance totally paid as of the issuance of this Annual Report.
|
Item 12. |
Description of Securities Other than Equity Securities
|
Service
|
Rate
|
By Whom Paid
|
Issuance of ADSs (e.g., an issuance upon a deposit of Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason), excluding issuances as a
result of distributions described in the Deposit Agreement.
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) issued.
|
Person receiving ADSs.
|
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason).
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) canceled.
|
Person whose ADSs are being canceled.
|
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements).
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held.
|
Person to whom the distribution is made.
|
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs.
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held.
|
Person to whom the distribution is made.
|
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares).
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held.
|
Person to whom the distribution is made.
|
ADS Services.
|
Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary.
|
Person holding ADSs on the applicable record date(s) established by the Depositary.
|
Item 13. |
Defaults, Dividend Arrearages and Delinquencies
|
Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15. |
Controls and Procedures.
|
A. |
Disclosure Controls and Procedures
|
B. |
Management’s Annual Report on Internal Control Over Financial Reporting
|
C. |
Attestation Report of the Registered Public Accounting Firm
|
D. |
Changes in Internal Control Over Financial Reporting
|
Item 16. |
[Reserved]
|
Item 16A. |
Audit Committee Financial Expert
|
Item 16B. |
Code of Ethics
|
Item 16C. |
Principal Accountant Fees and Services
|
Year ended December 31,
|
||||||||||||||||
PwC
|
EY
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
(in thousands of pesos)
|
||||||||||||||||
Audit fees
|
32,858
|
28,919
|
32,889
|
29,512
|
||||||||||||
Audit-related fees
|
1,176
|
3,025
|
2,477
|
2,329
|
||||||||||||
Tax fees
|
-
|
1,208
|
-
|
1,369
|
||||||||||||
All other fees
|
-
|
-
|
14,629
|
8,638
|
||||||||||||
Total fees
|
34,034
|
33,152
|
49,995
|
41,848
|
Item 16D. |
Exemptions from the Listing Standards for Audit Committees
|
Item 16E. |
Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number
of Shares Purchased
as Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
5/11/2018 – 5/31/2018
|
811,624
|
17.19
|
4,058,120
|
(2
|
)
|
|||||||||||
6/1/2018 – 6/30/2018
|
550,175
|
15.45
|
2,750,875
|
(2
|
)
|
|||||||||||
7/1/2018 – 7/31/2018
|
359,536
|
13.69
|
1,797,680
|
(2
|
)
|
|||||||||||
8/1/2018 – 8/31/2018
|
316,347
|
13.18
|
1,581,735
|
(2
|
)
|
|||||||||||
9/1/2018 – 9/10/2018
|
65,400
|
12.07
|
327,000
|
(2
|
)
|
|||||||||||
2,103,082
|
10,515,140
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.1,700 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
10/1/2018 – 10/31/2018
|
610,974
|
13.64
|
3,054,870
|
(2
|
)
|
|||||||||||
12/1/2018 – 12/31/2018
|
6,100
|
13.43
|
30,500
|
(2
|
)
|
|||||||||||
617,074
|
3,085,370
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.1,800 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced Plan(1) |
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
04/1/2019 – 04/30/2019
|
724,275
|
10.73
|
3,621,375
|
(2
|
)
|
|||||||||||
05/1/2019 – 05/31/2019
|
636,037
|
11.08
|
3,180,185
|
(2
|
)
|
|||||||||||
08/1/2019 – 08/26/2019
|
1,063,706
|
9.06
|
5,318,530
|
(2
|
)
|
|||||||||||
2,424,018
|
12,120,090
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.1,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
08/28/2019 – 08/31/2019
|
460,000
|
7.81
|
2,300,000
|
(2
|
)
|
|||||||||||
09/01/2019 – 09/30/2019
|
284,785
|
7.94
|
1,423,925
|
(2
|
)
|
|||||||||||
11/01/2019 – 11/20/2019
|
644,120
|
6.27
|
3,220,600
|
(2
|
)
|
|||||||||||
1,388,905
|
6,944,525
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.3,200 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
11/21/2019 – 11/30/2019
|
401,000
|
6.04
|
2,005,000
|
(2
|
)
|
|||||||||||
12/01/2019 – 12/31/2019
|
932,231
|
5.97
|
4,661,155
|
(2
|
)
|
|||||||||||
01/01/2020 – 01/31/2020
|
1,455,121
|
6.56
|
7,275,605
|
(2
|
)
|
|||||||||||
02/01/2020 – 02/28/2020
|
555,098
|
6.21
|
2,775,490
|
(2
|
)
|
|||||||||||
3,343,450
|
16,717,250
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.4,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Total number
of ADRs
purchased
|
Average
price paid
per ADRs
(U.S.$)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
||||||||||||
03/09/2020 – 03/31/2020
|
1,649,875
|
4.98
|
8,249,375
|
(2
|
)
|
|||||||||||
04/01/2020 – 04/30/2020
|
620,668
|
4.41
|
3,103,340
|
(2
|
)
|
|||||||||||
05/01/2020 – 05/31/2020
|
386,000
|
4.32
|
1,930,000
|
(2
|
)
|
|||||||||||
08/01/2020 – 08/31/2020
|
149,100
|
4.593
|
745,500
|
(3
|
)
|
|||||||||||
09/01/2020 – 09/30/2020
|
861,300
|
4.4191
|
4,306,500
|
(3
|
)
|
|||||||||||
10/01/2020 – 10/31/2020
|
426,805
|
4.5231
|
2,134,025
|
(3
|
)
|
(1) |
Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares.
|
(2) |
For up to Ps.2,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
(3) |
For up to Ps.3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Period
|
Average
price paid
per share
(Ps.)
|
Total Number of
Shares
Purchased as
Part of the
Publicly
Announced
Plan(1)
|
Maximum
Number of
Shares that may
yet be
purchased
under the plan
|
|||||||||
08/01/2020 – 08/31/2020
|
120.812
|
117,557
|
(2
|
)
|
||||||||
09/01/2020 – 09/30/2020
|
117.146
|
250,091
|
(2
|
)
|
||||||||
10/01/2020 – 10/31/2020
|
147.269
|
249,897
|
(2
|
)
|
(1) |
Correspond to the sum of common shares purchased in BYMA.
|
(2) |
For up to Ps.3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock.
|
Item 16F. |
Change in Registrant’s Certifying Accountant
|
Item 16G. |
Corporate Governance
|
• |
applicable Argentine law (particularly, the General Companies Act),
|
• |
the standards of BYMA,
|
• |
Capital Markets Law and Decree No. 1,023/2013,
|
• |
the standards of the CNV,
|
• |
our Bylaws,
|
• |
our integrity program and other internal control policies and procedures, and
|
• |
certain rules of the NYSE applicable to listed foreign private issuers.
|
Item 16H. |
Mine Safety Disclosure
|
Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
|
Item 17. |
Financial Statements
|
Item 18. |
Financial Statements
|
Page
|
|
Reports of independent registered public accounting firms EY, Argentina, PCAOB ID #
PwC, Argentina, PCAOB ID # |
F-1
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
|
F-5
|
Consolidated Statements of Financial Position as of December 31, 2021 and 2020
|
F-6
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019
|
F-7
|
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
|
F-8
|
Notes to Consolidated Financial Statements for the year ended December 31, 2021 and comparative information
|
F-9
|
Item 19. |
Exhibits
|
Exhibit No.
|
|
Corporate Charter and Bylaws.(2)
|
|
Bylaws Amendments.(1)
|
|
Indenture dated May 2, 2018, entered into among TGS, Delaware Trust Company as trustee, co-registrar, paying agent and transfer agent, and Banco Santander Rio S.A., as registrar, Argentine paying agent,
Argentine transfer agent and representative of the trustee in Argentina, relating to the issuance of TGS’s Class 2, 6.750% senior notes due 2025.(2)
|
|
Officers’ Certificate establishing the terms of TGS’ 6.750% Notes Due 2025.(2)
|
|
Description of Securities Registered under Section 12 of the Exchange Act.
|
|
CIESA Shareholders’ Agreement.(5)
|
|
CIESA’s Fourth Amendment to the Restructuring Agreement.(6)
|
|
CIESA’s Settlement Agreement.(5)
|
|
Technical Assistance Service Agreement between TGS and Pampa Energía, dated December 26, 2017.(2)
|
|
Financial lease agreement between Petrobras Argentina and TGS, dated July 25, 2016.(7)
|
|
List of TGS’s Subsidiaries.
|
Exhibit No.
|
|
Code of Ethics.(4)
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Audit Committee Charter.(8)
|
(1) |
Amendment incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2015 (Commission File No. 1-13396), (ii) amendment
previously filed with the Securities and Exchange Commission pursuant to current report on Form 6-K, dated April 12, 2017 (Commission File No. 1-13.396), and (iii) amendment previously filed with the Securities and Exchange Commission
pursuant to current report on Form 6-K, dated April 8, 2021 (Commission File No. 1-13.396).
|
(2) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2018 (Commission File No. 1-13396).
|
(3) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2019 (Commission File No. 1-13396).
|
(4) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2005 (Commission File No. 1-13396).
|
(5) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2012 (Commission File No. 1-13396).
|
(6) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2010 (Commission File No. 1-13396).
|
(7) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2017 (Commission File No. 1-13396).
|
(8) |
Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2003 (Commission File No. 1-13396).
|
TRANSPORTADORA DE GAS DEL SUR S.A.
|
||
(Registrant)
|
||
By:
|
||
/s/ Oscar José Sardi
|
||
Name: Oscar José Sardi
|
||
Title: Chief Executive Officer
|
||
/s/ Alejandro M. Basso
|
||
Name: Alejandro M. Basso
|
||
Title: Chief Financial Officer and
|
||
Dated: April 26, 2022
|
Services Vice President
|
/s/
|
/s/
|
|
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L
|
/s/Fernando Alberto Rodriguez
|
Member of Ernst & Young Global Limited
|
/s/
|
/s/
|
|
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L
|
/s/Fernando Alberto Rodriguez
|
Member of Ernst & Young Global Limited
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
(Stated in thousands of pesos as described in Note 3 and 4.d. except for share and per share
information)
|
Notes
|
2021
|
2020
|
2019
|
|||||||||||||
Revenues
|
8.h.
|
|
|
|
||||||||||||
Cost of sales
|
8.i.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Gross profit
|
|
|
|
|||||||||||||
Administrative expenses
|
8.j.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Selling expenses
|
8.j.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Other operating results
|
8.l.
|
|
|
(
|
)
|
|||||||||||
Impairment of PPE
|
5.a
|
|
|
(
|
)
|
|
||||||||||
Operating profit
|
|
|
|
|||||||||||||
Net financial results
|
||||||||||||||||
Financial income
|
8.k.
|
|
|
|
||||||||||||
Financial expenses
|
8.k.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Other financial results
|
8.k.
|
|
(
|
)
|
|
|||||||||||
Gain on net monetary position
|
8.k.
|
|
|
|
||||||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Share of profit /(loss) from associates
|
11
|
|
|
(
|
)
|
|||||||||||
Net income before income tax
|
|
|
|
|||||||||||||
Income tax expense
|
14
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||||||
Total comprehensive income attributable to:
|
||||||||||||||||
Owners of the Company
|
|
|
|
|||||||||||||
Non-controlling interests
|
|
|
|
|||||||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||||||
Total comprehensive income per share attributable to owners of the Company: |
||||||||||||||||
Weighted average of outstanding ordinary shares *
|
|
|
|
|||||||||||||
Basic and diluted earnings per share
|
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2021 AND 2020
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
Notes
|
2021
|
2020
|
||||||||||
ASSETS
|
||||||||||||
Non-current assets
|
||||||||||||
Property, plant and equipment
|
12
|
|
|
|||||||||
Investments in associates
|
9
|
|
|
|||||||||
Other financial assets at amortised cost
|
8.m.
|
|
|
|||||||||
Deferred income tax asset
|
14
|
|
|
|||||||||
Other receivables
|
8.a.
|
|
|
|||||||||
Total non-current assets
|
|
|
||||||||||
Current assets
|
||||||||||||
Other receivables
|
8.a.
|
|
|
|||||||||
Inventories
|
|
|
||||||||||
Trade receivables
|
8.b.
|
|
|
|||||||||
Contract assets
|
|
|
||||||||||
Other financial assets at amortised cost
|
8.m.
|
|
|
|||||||||
Other financial assets at fair value through profit or loss
|
8.n.
|
|
|
|||||||||
Cash and cash equivalents
|
8.c.
|
|
|
|||||||||
Total current assets
|
|
|
||||||||||
Total Assets
|
|
|
||||||||||
EQUITY
|
||||||||||||
Common stock
|
|
|
||||||||||
Treasury shares
|
|
|
||||||||||
Cost of acquisition of treasury shares
|
(
|
)
|
(
|
)
|
||||||||
Additional paid-up capital
|
(
|
)
|
(
|
)
|
||||||||
Legal reserve
|
|
|
||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
|
|
||||||||||
Accumulated retained earnings
|
|
|
||||||||||
Non-controlling interests
|
|
|
||||||||||
Total equity
|
|
|
||||||||||
LIABILITES
|
||||||||||||
Non-current liabilities
|
||||||||||||
Deferred tax liabilities
|
14
|
|
|
|||||||||
Contract liabilities
|
8.d.
|
|
|
|||||||||
Loans
|
13
|
|
|
|||||||||
Total non-current liabilities
|
|
|
||||||||||
Current liabilities
|
||||||||||||
Provisions
|
15
|
|
|
|||||||||
Contract liabilities
|
8.d.
|
|
|
|||||||||
Other payables
|
8.e.
|
|
|
|||||||||
Taxes payables
|
8.f.
|
|
|
|||||||||
Income tax payable
|
|
|
||||||||||
Payroll and social security taxes payable
|
8.o.
|
|
|
|||||||||
Loans
|
13
|
|
|
|||||||||
Derivative financial instruments | 16.1.1 |
|||||||||||
Trade payables
|
8.g.
|
|
|
|||||||||
Total current liabilities
|
|
|
||||||||||
Total liabilities
|
|
|
||||||||||
Total equity and liabilities
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
Shareholders Contributions
|
Retained Earnings
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares
|
Treasury shares
|
Reserve for
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common
stock
|
Inflation
adjustment
to common
stock
|
Common
stock (1)
|
Inflation
adjustment
to common
stock (1)
|
Acquisition cost
of treasury
shares (1)
|
Additional paid-up
capital (2)
|
Subtotal |
Legal
reserve
|
Future
dividends
Reserve
|
Future capital
expenditures
reserve
|
capital expenditures,
acquisition of
treasury shares
and/or dividends
|
Accumulated
retained earnings
|
Subtotal
|
Total
|
Non-Controlling
interests
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2018 *
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders´
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 11, 2019
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Dividends payment
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
Treasury shares distribution
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
Dividends payment
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||||||||||||||||||
Treasury shares purchase
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2019
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
Treasury shares purchase | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 21, 2020
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Controlling interests dividends payment
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 20, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021 | ( |
) | ( |
) |
(1)
|
|
(2)
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
2021
|
2020
|
2019
|
||||||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
||||||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||
Reconciliation of total comprehensive income to cash flows provided by operating activities:
|
||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|||||||||
Derivative financial instrument results
|
|
(
|
)
|
|
||||||||
Disposal of property, plant and equipment
|
|
|
|
|||||||||
Share of profit / (loss) from associates
|
(
|
)
|
(
|
)
|
|
|||||||
Increase in provisions
|
|
|
|
|||||||||
Interest expense accrual, net
|
|
|
|
|||||||||
Interest income on other financial assets other than cash and cash equivalents
|
|
|
(
|
)
|
||||||||
Income tax
|
|
|
|
|||||||||
Impairment of PPE
|
|
|
|
|||||||||
Notes repurchase result
|
|
(
|
)
|
|
||||||||
Allowance for doubtful accounts
|
(
|
)
|
|
|
||||||||
Foreign exchange loss, net
|
|
|
|
|||||||||
Loss on net monetary position
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Changes in assets and liabilities:
|
||||||||||||
Trade receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Inventories
|
(
|
)
|
(
|
)
|
|
|||||||
Trade payables
|
|
|
|
|||||||||
Contract assets
|
|
|
(
|
)
|
||||||||
Payroll and social security taxes
|
|
|
|
|||||||||
Taxes payables
|
|
|
(
|
)
|
||||||||
Other payables
|
|
|
|
|||||||||
Provisions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Derivative financial instruments payment
|
(
|
)
|
|
|
||||||||
Income tax paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Contract liabilities
|
(
|
)
|
|
|
||||||||
Cash flows provided by operating activities
|
|
|
|
|||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
||||||||||||
Additions to property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Dividends received
|
||||||||||||
Financial assets not considered cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash flows used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
CASH FLOWS USED IN FINANCING ACTIVITIES
|
||||||||||||
Payment of loans
|
|
(
|
)
|
|
||||||||
Payment of leases
|
|
|
(
|
)
|
||||||||
Cost of acquisition of treasury shares
|
|
(
|
)
|
(
|
)
|
|||||||
Dividends paid
|
|
(
|
)
|
(
|
)
|
|||||||
Proceeds from loans
|
|
|
|
|||||||||
Cost of repurchase of notes
|
(
|
)
|
(
|
)
|
|
|||||||
Cash flows used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash and cash equivalents at the beginning of the year
|
|
|
|
|||||||||
Foreign exchange gain on Cash and cash equivalents
|
|
|
|
|||||||||
Monetary results effect on Cash and cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash and cash equivalents at the end of the year
|
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2021 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
|
1. |
BUSINESS DESCRIPTION
|
2.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
3.
|
BASIS OF PRESENTATION
|
4.
|
SIGNIFICANT ACCOUNTING POLICIES
|
4.b)
|
Consolidation
|
% of shareholding
and voting
|
|||||||||||
Company
|
Incorporation country |
Direct |
Indirect
|
Closing date
|
Main activity |
||||||
% | |||||||||||
% |
|
||||||||||
% | % |
Company
|
% of shareholding
and voting
|
Country
|
Main activity
|
Closing date
|
|
||||
4.c)
|
Foreign currency translation
|
4.d)
|
Restatement to constant currency - Comparative Information
|
4.e)
|
Financial instruments
|
i.
|
Financial assets subsequently measured at amortized cost, and
|
ii.
|
Financial assets subsequently measured at fair value (either with changes in other comprehensive income or with changes in results).
|
•
|
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
|
•
|
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
|
• |
Expected credit losses within of 12 months: these are expected credit losses that result from possible default events within 12 months after the filing date; and
|
• |
Expected credit losses during the life of the asset: these are expected credit losses that result from possible events of default during the expected life of a financial instrument.
|
4.f)
|
Derivative financial instruments
|
4.g)
|
Inventories
|
4.h)
|
Trade receivables and other receivables
|
4.i)
|
Cash and cash equivalents
|
4.j)
|
Property, plant and equipment (“PPE”)
|
4.k)
|
Leases
|
4.l) |
Loans
|
4.m) |
Trade payables
|
4.n) |
Income tax and deferred income tax
|
4.o) |
Provisions
|
4.p) |
Revenue recognition from contract with customers
|
4.q) |
Contract liabilities
|
4.r) |
Equity accounts
|
4.s) |
Basic and diluted earnings per share
|
2021
|
2020
|
2019
|
||||||||||
Net income attributable to owners of the Company
|
|
|
|
|||||||||
Average number of outstanding shares (1)
|
|
|
|
|||||||||
Basic and diluited earnings per share
|
|
|
|
(1)
|
|
5. |
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
|
• |
Whether significant decreases in the market values of PPE elements took place.
|
• |
Whether prices of the main products and services that are marketed decreased.
|
• |
Whether significant changes in the regulatory framework were introduced.
|
• |
Whether operating costs suffered a materially increase.
|
• |
Whether evidence of obsolescence or physical damage has occurred.
|
• |
Whether the macroeconomic situation in which tgs carries out its activities, including significant variations in the sale prices of products, raw materials, interest
rates, etc, has worsen.
|
6.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
2021
|
2020
|
2019
|
||||||||||
Unpaid acquisition of PPE
|
|
|
|
|||||||||
Principal payment of financial lease (1)
|
|
|
|
|||||||||
Capitalization of finance costs
|
|
|
|
(1)
|
7. |
CONSOLIDATED BUSINESS SEGMENT INFORMATION
|
Year ended December 31, 2021
|
||||||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues from sales
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating results
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
Operating profit
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
Natural Gas
Transportation
|
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Total
|
||||||||||||||||
Identifiable assets
|
|
|
|
|
|
|||||||||||||||
Identifiable liabilities
|
|
|
|
|
|
Year ended December 31, 2020
|
||||||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenue from sales
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating results
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
Impairment of PPE |
( |
) | ( |
) | ||||||||||||||||||||
Operating profit
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Total
|
||||||||||||||||
Identifiable assets
|
|
|
|
|
|
|||||||||||||||
Identifiable liabilities
|
|
|
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenue from sales
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating (expenses) / income
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||||||||||
Operating profit
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
8. |
DETAIL OF SIGNIFICANT STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME CAPTIONS
|
a) |
Other receivables
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Turnover tax balance
|
|
|
|
|
||||||||||||
Income tax credit balance
|
|
|
|
|
||||||||||||
VAT credit balance
|
|
|
|
|
||||||||||||
Other tax receivables
|
|
|
|
|
||||||||||||
Prepaid expenses
|
|
|
|
|
||||||||||||
Advances to suppliers
|
|
|
|
|
||||||||||||
Balances with related parties
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
|
|
(
|
)
|
|
|||||||||||
Subsidies receivables
|
|
|
|
|
||||||||||||
Other Receivables UT
|
|
|
|
|
||||||||||||
Others
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
Balances as of December 31, 2019
|
|
|||
Inflation adjustment restatement |
( |
) | ||
Additions(1)
|
|
|||
Applications
|
|
|||
Reversals(1)
|
(
|
)
|
||
Balances as of December 31, 2020
|
|
|||
Inflation adjustment restatement
|
(
|
)
|
||
Additions
|
|
|||
Applications
|
|
|||
Reversals (1)
|
(
|
)
|
||
Balances as of December 31, 2021
|
|
(1)
|
|
b) |
Trade receivables
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Commons
|
|
|
|
|
||||||||||||
UT
|
|
|
|
|
||||||||||||
Natural Gas Transportation
|
|
|
|
|
||||||||||||
Production and Commercialization of Liquids
|
|
|
|
|
||||||||||||
Other services
|
|
|
|
|
||||||||||||
Related parties (Note 21)
|
|
|
|
|||||||||||||
Natural Gas Transportation
|
|
|
|
|
||||||||||||
Production and Commercialization of Liquids
|
|
|
|
|
||||||||||||
Other services
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Total
|
|
|
|
|
Balances as of December 31, 2019
|
|
|||
Inflation adjustment restatement |
( |
) | ||
Additions
|
|
|||
Applications
|
|
|||
Reversals
|
|
|||
Balances as of December 31, 2020
|
|
|||
Inflation adjustment restatement
|
(
|
)
|
||
Additions
|
|
|||
Applications
|
|
|||
Reversals
|
|
|||
Balances as of December 31, 2021
|
|
c) |
Cash and cash equivalents
|
2021
|
2020
|
|||||||
Cash and banks
|
|
|
||||||
UT Cash and banks
|
|
|
||||||
Mutual funds in local currency
|
|
|
||||||
Mutual funds in foreign currency
|
|
|
||||||
Interest-bearing accounts
|
|
|
||||||
UT Mutual funds
|
|
|
||||||
Total
|
|
|
d) |
Contract liabilities
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Natural Gas Transportation
|
|
|
|
|
||||||||||||
Production and Commercialization of Liquids
|
|
|
|
|
||||||||||||
Other services
|
|
|
|
|
||||||||||||
UT
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
e) |
Other payables
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Payable for compensation for the Board of Directors and Supervisory Committee
|
|
|
|
|
||||||||||||
Others
|
|
|
|
|
||||||||||||
UT Other liabilities
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
f) |
Taxes payables
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Health and safety tax
|
|
|
|
|
||||||||||||
Withholdings and perceptions made to third parties
|
|
|
|
|
||||||||||||
Turnover Tax
|
|
|
|
|
||||||||||||
Tax on exports
|
|
|
|
|
||||||||||||
VAT
|
|
|
|
|
||||||||||||
Others
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
g) |
Trade payables
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Suppliers
|
|
|
|
|
||||||||||||
UT Suppliers
|
|
|
|
|
||||||||||||
Customers (credit balances)
|
|
|
|
|
||||||||||||
Related companies (Note 21)
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
h) |
Revenues
|
2021
|
2020
|
2019 |
||||||||||
Sales of goods and services
|
|
|
|
|||||||||
Subsidies
|
|
|
|
|||||||||
Total
|
|
|
|
Year ended December 31, 2021
|
||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
Year ended December 31, 2020
|
||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||||
Natural Gas
Transportation
|
Production and
Commercialization of
Liquids
|
Other
Services
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
i. |
Natural Gas Transportation:
|
2021
|
2020
|
2019
|
||||||||||
Firm
|
|
|
|
|||||||||
Access and Charge
|
|
|
|
|||||||||
Interruptible and Others
|
|
|
|
|||||||||
Total
|
|
|
|
ii. |
Production and Commercialization of Liquids:
|
2021
|
2020
|
2019 |
||||||||||
Product
|
|
|
|
|||||||||
Services
|
|
|
|
|||||||||
Government grants
|
|
|
|
|||||||||
Total
|
|
|
|
iii. |
Other services:
|
2021
|
2020
|
2019 |
||||||||||
Conditioning and treatment
|
|
|
|
|||||||||
Operation and maintenance |
|
|
|
|||||||||
Steam sales |
|
|
|
|||||||||
Construction |
|
|
|
|||||||||
UT Construction | ||||||||||||
Transportation and conditioning of Natural Gas | ||||||||||||
Others | ||||||||||||
Total |
|
i)
|
Cost of sales
|
2021
|
2020
|
2019
|
||||||||||
Inventories at the beginning of the year
|
|
|
|
|||||||||
Purchases
|
|
|
|
|||||||||
Operating costs (Note 8.i.)
|
|
|
|
|||||||||
Inventories at the end of the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total
|
|
|
|
j) |
Expenses by nature – Information required under art. 64 paragraph I, clause B) Commercial Companies Law
|
2021
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other compensations
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Supervisory Committee
|
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1)
|
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Doubtful accounts
|
(
|
)
|
|
|
|
(
|
)
|
|
||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Costs of services rendered to third parties
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|||||||||||||||||||
Total 2021
|
|
|
|
|
|
|
(1)
|
|
2020
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other contributions
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Supervisory Committee
|
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1) |
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Doubtful accounts
|
|
|
|
|
|
|
||||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Capitalized finance costs
|
|
|
|
|
|
|
||||||||||||||||||
Costs of services rendered to third parties
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
||||||||||||||||||
Total 2020
|
|
|
|
|
|
|
(1)
|
|
2019
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other compensations
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Supervisory Committee
|
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1) |
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Doubtful accounts
|
|
|
|
|
|
|
||||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Capitalized finance costs | ( |
) |
|
|
|
|
( |
) | ||||||||||||||||
Costs of services rendered to third parties
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
||||||||||||||||||
Total 2019
|
|
|
|
(1)
|
|
k)
|
Net financial results
|
2021
|
2020
|
2019
|
||||||||||
Financial income
|
||||||||||||
Interest income
|
|
|
|
|||||||||
Foreign exchange gain
|
|
|
|
|||||||||
Subtotal
|
|
|
|
|||||||||
Financial expenses
|
||||||||||||
Interest expense (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Foreign exchange loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
less: Capitalized finance costs
|
|
|
|
|||||||||
Subtotal
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other financial results
|
||||||||||||
Notes repurchase results
|
(
|
)
|
|
|
||||||||
Derivative financial instruments results
|
(
|
)
|
|
(
|
)
|
|||||||
Fair value gains / (losses) on financial instruments through profit or loss
|
|
(
|
)
|
|
||||||||
Others
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Subtotal
|
|
(
|
)
|
|
||||||||
Gain on net monetary position
|
|
|
|
|||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
(1)
|
|
l) |
Other operating results
|
2021
|
2020
|
2019
|
||||||||||
Net increase in provisions (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Recovery of insurance
|
|
|
|
|||||||||
Recovery action of VAT and income tax (Note 20.c) |
||||||||||||
Others
|
(
|
)
|
|
|
||||||||
Total
|
|
|
(
|
(1)
|
|
m) |
Other financial assets at amortized cost
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Fixed term deposits in foreign currency
|
|
|
|
|
||||||||||||
VRD bonds
|
|
|
|
|
||||||||||||
Private debt bonds
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
n) |
Other financial assets at fair value through profit or loss
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Mutual funds in local market | ||||||||||||||||
Public debt bonds
|
|
|
|
|
||||||||||||
Private debt bonds with related parties | ||||||||||||||||
Private debt bonds | ||||||||||||||||
Total
|
|
|
|
|
o) |
Payroll and social security taxes payable
|
2021
|
2020
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Vacation benefit payable
|
|
|
|
|
||||||||||||
Annual bonus payable
|
|
|
|
|
||||||||||||
Social security taxes payable
|
|
|
|
|
||||||||||||
UT
|
|
-
|
|
-
|
||||||||||||
Total
|
|
|
|
|
9. |
INVESTMENTS IN ASSOCIATES
|
2021
|
2020 | |||||||||||||||
Description of securities
|
||||||||||||||||
Name and issuer
|
Face
value
|
Amount
|
Book value
|
Book
value
|
||||||||||||
Transporte y Servicios de Gas en Uruguay S.A.
|
Ps. Uru.
|
|
|
|
||||||||||||
Emprendimientos de Gas del Sur S.A. (in liquidation)
|
$
|
|
|
|
|
|||||||||||
Gas Link S.A.
|
$
|
|
|
|
|
|||||||||||
Total
|
|
|
10. |
JOINT ARRANGEMENTS
|
2021
|
2020
|
|||||||
Consolidated Statements of financial position
|
||||||||
Non Current assets
|
|
|
||||||
Current Assets
|
|
|
||||||
Total
|
|
|
||||||
Non Current Liabilities
|
|
|
||||||
Current Liabilities
|
|
|
||||||
Total
|
|
|
2021
|
2020
|
2019
|
||||||||||
Consolidated Statements of comprehensive income
|
||||||||||||
Gross profit / (loss)
|
|
|
(
|
)
|
||||||||
Operating loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net Financial results
|
|
|
(
|
)
|
||||||||
Comprehensive income / (loss)
|
|
|
(
|
)
|
11.
|
PROFIT FROM ASSOCIATES
|
2021
|
2020
|
2019
|
||||||||||
EGS (in liquidation)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
TGU
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Link
|
|
|
(
|
)
|
||||||||
Total
|
|
|
(
|
)
|
12. |
PROPERTY, PLANT AND EQUIPMENT
|
2021
|
||||||||||||||||||||||||||||||||||||||||||||
Cost
|
Depreciation and Impairment
|
|||||||||||||||||||||||||||||||||||||||||||
End of the
|
Accumulated at
the beginning
|
Accumulated at
the end
|
Net
|
|||||||||||||||||||||||||||||||||||||||||
Beginning
|
||||||||||||||||||||||||||||||||||||||||||||
Account
|
of the year
|
Additions
|
Retirements
|
Transfers
|
year
|
of the year
|
Retirements
|
For the year
|
rate %
|
of the year
|
book value
|
|||||||||||||||||||||||||||||||||
Pipelines
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Compressor plants
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Other plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Stations of regulation and/or
measurement of pressure
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Other technical installations
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Subtotal assets related to
natural gas transportation service |
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||||
Non-regulated segment Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Compressor plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Other plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or
measurement of pressure
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Other technical installations
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and
Production and Commercialization of Liquids
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Lands
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Buildings and constructions
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Facilities and features in building
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Machinery, equipment and tools
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
UT Machinery, equipment and tools
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Computers and Telecommunication systems
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Vehicles
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Furniture
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Materials
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Line pack
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Works in progress
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Total
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
2020 |
||||||||||||||||||||||||||||||||||||||||||||||||
Cost
|
Depreciation and Impairment
|
|||||||||||||||||||||||||||||||||||||||||||||||
End of the
|
Accumulated at
the beginning
|
Accumulated at
the end |
Net
|
|||||||||||||||||||||||||||||||||||||||||||||
Beginning
|
||||||||||||||||||||||||||||||||||||||||||||||||
Account
|
of the year
|
Additions
|
Retirements
|
Transfers
|
year
|
of the year
|
Retirements
|
For the year
|
rate %
|
of the year
|
Impairment |
book value
|
||||||||||||||||||||||||||||||||||||
Pipelines
|
|
|
(
|
)
|
|
|
|
( |
) |
|
|
|
|
|||||||||||||||||||||||||||||||||||
Compressor plants
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Other plants
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
Stations of regulation and/or
measurement of pressure
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|||||||||||||||||||||||||||||||||||||
Other technical installations
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Subtotal assets related to
natural gas transportation service |
|
(
|
)
|
|
|
|
( |
) |
|
|
|
|||||||||||||||||||||||||||||||||||||
Non-regulated segment Pipelines
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Non-regulated segment Compressor plants
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Non-regulated segment Other plants
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
||||||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or
measurement of pressure
|
|
|
( |
) |
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Non-regulated segment Other technical installations
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and
Production and Commercialization of Liquids
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
||||||||||||||||||||||||||||||||||||
Lands
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||
Buildings and constructions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Facilities and features in building
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Machinery, equipment and tools
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
UT Machinery, equipment and tools
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
Computers and Telecommunication systems
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Vehicles
|
|
|
(
|
)
|
|
|
( |
) |
|
|
|
|||||||||||||||||||||||||||||||||||||
Furniture
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
Materials
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Line pack
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||
Works in progress
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||||||||||||||||||
Total
|
|
|
(
|
)
|
|
|
( |
) |
|
|
2021
|
2020
|
|||||||
Cost
|
|
|
||||||
Accumulated depreciation and impairment
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
2021
|
2020
|
|||||||
Other plants
|
|
|
||||||
Compressor plants
|
|
|
||||||
Other technical installations
|
|
|
||||||
Total
|
|
|
2021
|
2020
|
2019 |
||||||||||
Other plants
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Compressor plants
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Other technical installations
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Total
|
(
|
)
|
(
|
)
|
( |
) |
13. |
LOANS
|
2021 | 2020 | |||||||
Current Loans
|
||||||||
2018 Notes Interest
|
|
|
||||||
Leasing (Note 21)
|
|
|
||||||
Total Current loans
|
|
|
||||||
Non Current Loans
|
||||||||
2018 Notes
|
|
|
||||||
Leasing (Note 21)
|
|
|
||||||
Total non current loans
|
|
|
||||||
Total (1)
|
|
|
(1)
|
|
(2)
|
|
2021
|
2020
|
|||||||||||||||
Leases
liabilities
|
Other
payables
|
Leases
liabilities
|
Other
payables
|
|||||||||||||
Beginning balance
|
|
|
|
|
||||||||||||
Inflation adjustment restatement
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Accrued interest
|
|
|
|
|
||||||||||||
Effect of foreign exchange effect
|
|
|
|
|
||||||||||||
VAT unpaid installments
|
|
|
|
|
||||||||||||
Notes repurchase result
|
|
|
|
(
|
)
|
|||||||||||
Payment of loans
|
|
|
|
(
|
)
|
|||||||||||
Principal payments of lease liabilities(1) | ( |
) | - | ( |
) | - | ||||||||||
Cost of repurchase of notes
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Interest paid(2)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Ending balance
|
|
|
|
|
(1)
|
|
(2)
|
|
To due
|
||||||||||||||||||||||||||||
Due at 12/31/2021
|
From 1/01/2022 to 12/31/2022
|
From 1/01/2023 to 12/31/2023
|
From 1/01/2024 to 12/31/2024
|
From 1/01/2025 to 12/31/2025
|
From 1/01/2026 onwards
|
Total
|
||||||||||||||||||||||
2018 Notes
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Financial Leasing
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
12/31/2021
|
||||
As of 12/31/2022
|
|
|||
From 1/01/2023 to 12/31/2023
|
|
|||
From 1/01/2024 to 12/31/2024
|
|
|||
From 1/01/2025 to 12/31/2025
|
|
|||
From 1/01/2026 onwards
|
|
|||
Total minimum future payments
|
|
|||
Future financial charges on financial leases
|
(
|
)
|
||
Book Value financial leases
|
|
2018 Notes
|
|
Amount in U.S.$
|
|
Interest Rate
|
|
Issuance price
|
|
Scheduled payment
date
|
Percentage of
the principal to
be paid
|
|
Amortization
|
May 2, 2025
|
|
Frequency of interest payment
|
||
Guarantor
|
|
Amount in US$
|
|
|
Interest Rate
|
LIBOR +
|
|
Scheduled
payment date
|
Percentage of
the principal
to be paid
|
|
Amortization
|
March 4, 2020
|
|
Frecuency of interest payment
|
|
|
Guarantor
|
|
14. |
INCOME TAX AND DEFERRED TAX
|
2021
|
2020
|
2019
|
||||||||||
Current income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Deferred income tax
|
|
(
|
)
|
(
|
||||||||
Total income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
2021
|
2020
|
|||||||
Deferred tax assets:
|
||||||||
Deferred tax assets to be recovered after more than 12 months
|
|
|
||||||
Deferred tax assets to be recovered after less than 12 months
|
|
|
||||||
Subtotal deferred tax assets |
||||||||
Deferred tax liabilities:
|
||||||||
Deferred tax liabilities to be recovered after more than 12 months
|
(
|
)
|
(
|
)
|
||||
Deferred tax liabilities to be recovered after less than 12 months
|
(
|
)
|
(
|
)
|
||||
Subtotal deferred tax liabilities | ( |
) | ( |
) | ||||
Deferred tax liabilities, net
|
(
|
)
|
(
|
)
|
Deferred tax assets
|
Other
receivables
|
Allowance
for doubtful
accounts
|
Tax credits
discounted
value loss
|
Account
receivables
discounted
value
|
Provisions for
legal claims
and other
provisions
|
Financial lease
|
Contract
liabilities
|
Tax loss
carryforward
|
Tax inflation
adjustment
|
Total
|
||||||||||||||||||||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Charge in results
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||||||||
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Charge in results
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||
As of December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
Other
receivables
|
Loans
|
Property, Plant
and Equipment
|
Cash and cash
equivalents
|
Inventories
|
Other financial
assets at
amortized cost
|
Tax inflation
adjustment
|
Other
liabilities
|
Total
|
|||||||||||||||||||||||||||
As of December 31, 2019
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||
Charge in results
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
As of December 31, 2020
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||
Charge in results
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
( |
) |
(
|
)
|
||||||||||||||||||||
As of December 31, 2021
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
( |
) |
(
|
)
|
2021
|
2020
|
2019
|
||||||||||
Pre tax income
|
|
|
|
|||||||||
Statutory income tax rate
|
|
%
|
|
%
|
|
%
|
||||||
Pre tax income at statutory income tax rate
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Tax effects due to:
|
||||||||||||
- Restatement by inflation
|
|
|
|
|||||||||
- Unrecognized tax loss carryforward
|
|
(
|
)
|
|
||||||||
- Adjustment affidavit previous year
|
(
|
)
|
(
|
)
|
|
|||||||
- Variation of tax rate
|
( |
) | ||||||||||
- Tax inflation adjustment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
- Others
|
(
|
)
|
|
|
||||||||
Total income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
15. |
PROVISIONS
|
For legal claims
and others
|
|||||
Balances as of 12/31/2019
|
|
|
|||
Inflation adjustment restatement
|
(
|
)
|
|||
Additions
|
|
(1)
|
|||
Uses
|
(
|
)
|
|||
Reversals
|
|
||||
Balances as of 12/31/2020
|
|
||||
Inflation adjustment restatement
|
(
|
)
|
|||
Additions
|
|
(2)
|
|||
Uses
|
(
|
)
|
|||
Reversals
|
(
|
)
|
(3)
|
||
Balances as of 12/31/2021
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
16. |
FINANCIAL RISK MANAGEMENT
|
Financial assets
|
Financial liabilities (1)
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Fix interest rate
|
|
|
|
|
||||||||||||
Variable interest rate
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
|
(1)
|
|
Period
|
Propane
|
Butane
|
Natural
gasoline
|
|||||||||
October 2018 - April 2019
|
|
|
|
|||||||||
May 2019 - September 2019
|
|
|
|
|||||||||
October 2019
|
|
|
|
|||||||||
November 2019 - April 2020
|
|
|
|
Ratio
|
Non-due
|
90 days
|
120 days
|
180 days
|
+240 days
|
|||||||||||||||
Natural Gas Transportation segment
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||||
Other segments
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
2021
|
2020
|
|||||||
Current trade receivables
|
|
|
||||||
Allowances for doubful accounts (1)
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
|
(1) |
|
2021
|
2020
|
2019
|
||||||||||||||||||
Revenues
|
Trade
receivables
|
Revenues
|
Trade
receivables
|
Revenues
|
||||||||||||||||
MetroGas
|
|
|
|
|
|
|||||||||||||||
Camuzzi Gas Pampeana S.A.
|
|
|
|
|
|
|||||||||||||||
Naturgy Argentina
|
|
|
|
|
|
|||||||||||||||
CAMMESA
|
|
|
|
|
|
|||||||||||||||
Pampa Energía
|
|
|
|
|
|
|||||||||||||||
Camuzzi Gas del Sur S.A.
|
|
|
|
|
|
2021
|
2020
|
2019
|
||||||||||||||||||
Revenues
|
Trade
receivables
|
Revenues
|
Trade
receivables
|
Revenues
|
||||||||||||||||
PBB Polisur
|
|
|
|
|
|
|||||||||||||||
Petredec
|
|
|
|
|
|
|||||||||||||||
Geogas Trading S.A.
|
|
|
|
|
|
|||||||||||||||
Italgas S.A.
|
|
|
|
|
|
|||||||||||||||
YPF
|
|
|
|
|
|
|||||||||||||||
Petrobras Global Trading BV
|
|
|
|
|
|
|||||||||||||||
Trafigura Beheer |
December 31, 2021
|
||||||||||||
Cash and
cash
equivalents
|
Other
financial
assets
|
Credits (1) (2)
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2020
|
|
|
|
|||||||||
From 01-01-21 to 03-31-21
|
|
|
|
|||||||||
From 04-01-21 to 06-30-21
|
|
|
|
|||||||||
From 07-01-21 to 09-30-21
|
|
|
|
|||||||||
From 10-01-21 to 12-31-21
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-22 to 03-31-22
|
|
|
|
|||||||||
From 04-01-22 to 06-30-22
|
|
|
|
|||||||||
From 07-01-22 to 09-30-22
|
|
|
|
|||||||||
From 10-01-22 to 12-31-22
|
|
|
|
|||||||||
During 2023
|
|
|
|
|||||||||
During 2024
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
From 2026 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
|
(1)
|
|
|
(2)
|
|
December 31, 2020
|
||||||||||||
Cash and
cash
equivalents
|
Other
financial
assets
|
Credits (1) (2)
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2019
|
|
|
|
|||||||||
From 01-01-20 to 03-31-20
|
|
|
|
|||||||||
From 04-01-20 to 06-30-20
|
|
|
|
|||||||||
From 07-01-20 to 09-30-20
|
|
|
|
|||||||||
From 10-01-20 to 12-31-20
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-21 to 03-31-21
|
|
|
|
|||||||||
From 04-01-21 to 06-30-21
|
|
|
|
|||||||||
From 07-01-21 to 09-30-21
|
|
|
|
|||||||||
From 10-01-21 to 12-31-21
|
|
|
|
|||||||||
During 2022
|
|
|
|
|||||||||
During 2023
|
|
|
|
|||||||||
During 2024 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
|
(1)
|
|
|
(2)
|
|
December 31, 2021
|
||||||||||||
Loans
|
Other
financial
liabilities
|
Leases
liabilities
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2020
|
|
|
|
|||||||||
From 01-01-21 to 03-31-21
|
|
|
|
|||||||||
From 04-01-21 to 06-30-21
|
|
|
|
|||||||||
From 07-01-21 to 09-30-21
|
|
|
|
|||||||||
From 10-01-21 to 12-31-21
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-22 to 03-31-22
|
|
|
|
|||||||||
From 04-01-22 to 06-30-22
|
|
|
|
|||||||||
From 07-01-22 to 09-30-22
|
|
|
|
|||||||||
From 10-01-22 to 12-31-22
|
|
|
|
|||||||||
During 2023
|
|
|
|
|||||||||
During 2024
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
From 2026 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
December 31, 2020
|
||||||||||||
Loans
|
Other
financial
liabilities
|
Financial
leases
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2019
|
|
|
|
|||||||||
From 01-01-20 to 03-31-20
|
|
|
|
|||||||||
From 04-01-20 to 06-30-20
|
|
|
|
|||||||||
From 07-01-20 to 09-30-20
|
|
|
|
|||||||||
From 10-01-20 to 12-31-20
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-21 to 03-31-21
|
|
|
|
|||||||||
From 04-01-21 to 06-30-21
|
|
|
|
|||||||||
From 07-01-21 to 09-30-21
|
|
|
|
|||||||||
From 10-01-21 to 12-31-21
|
|
|
|
|||||||||
During 2022
|
|
|
|
|||||||||
During 2023
|
|
|
|
|||||||||
During 2024
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
From 2026 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
2021
|
2020
|
|||||||
Total debt (Note 13)
|
|
|
||||||
Total equity
|
|
|
||||||
Total capital
|
|
|
||||||
Gearing Ratio
|
|
|
December 31, 2021
|
||||||||||||
Financial assets
at fair value
|
Financial assets
at amortized cost
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Trade receivables
|
|
|
|
|||||||||
Other receivables
|
|
|
|
|||||||||
Other financial assets at amortized cost
|
|
|
|
|||||||||
Other financial assets at fair value through profit or loss
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
|
|
|||||||||
Total current assets
|
|
|
|
|||||||||
NON-CURRENT ASSETS
|
||||||||||||
Other receivables
|
|
|
|
|||||||||
Other financial assets at amortized cost
|
|
|
|
|||||||||
Total non-current assets
|
|
|
|
|||||||||
Total assets
|
|
|
|
Financial
liabilities at fair
value
|
Other financial
liabilities
|
Total
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Trade payables
|
|
|
|
|||||||||
Derivative financial instruments |
||||||||||||
Loans
|
|
|
|
|||||||||
Payroll and social security taxes payables
|
|
|
|
|||||||||
Other payables
|
|
|
|
|||||||||
Total current liabilities
|
|
|
|
|||||||||
NON-CURRENT LIABILITIES
|
||||||||||||
Loans
|
|
|
|
|||||||||
Total non-current liabilities
|
|
|
|
|||||||||
Total liabilities
|
|
|
|
2020
|
||||||||||||
Financial
assets at fair
value
|
Financial assets
at amortirzed
cost
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Trade receivables
|
|
|
|
|||||||||
Other receivables
|
|
|
|
|||||||||
Other financial assets at amortized cost
|
|
|
|
|||||||||
Other financial assets at fair value through profit or loss
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
|
|
|||||||||
Total current assets
|
|
|
|
|||||||||
NON-CURRENT ASSETS
|
||||||||||||
Other receivables
|
|
|
|
|||||||||
Other financial assets at amortized cost
|
|
|
|
|||||||||
Total non-current assets
|
|
|
|
|||||||||
Total assets
|
|
|
|
Financial
liabilities at fair
value
|
Other financial
liabilities
|
Total
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Trade payables
|
|
|
|
|||||||||
Loans
|
|
|
|
|||||||||
Payroll and social security taxes payables
|
|
|
|
|||||||||
Other payables
|
|
|
|
|||||||||
Total current liabilities
|
|
|
|
|||||||||
NON-CURRENT LIABILITIES
|
||||||||||||
Loans
|
|
|
|
|||||||||
Total non-current liabilities
|
|
|
|
|||||||||
Total liabilities
|
|
|
|
As of December 31, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets at fair value
|
||||||||||||||||
Cash and cash equivalents
|
|
|
|
|
||||||||||||
Other financial assets at fair value through profit or loss
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial liabilities at fair value
|
||||||||||||||||
Derivative financial instruments
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
As of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets at fair value
|
||||||||||||||||
Cash and cash equivalents
|
|
|
|
|
||||||||||||
Other financial assets at fair value through profit or loss
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
As of December 31, 2021
|
||||||||
Carrying amount
|
Fair value
|
|||||||
2018 Notes
|
|
|
As of December 31, 2020
|
||||||||
Carrying amount
|
Fair value
|
|||||||
2018 Notes
|
|
|
17. |
REGULATORY FRAMEWORK
|
a)
|
General framework of the natural gas transportation segment:
|
• |
The RTI Process, which will culminate in the signing of the integral agreement, was approved. As a result of this RTI, a new tariff schedule was also approved. This new tariff schedule applicable to the Company determined a total tariff
increase of
|
• |
The tgs for the execution of the Plan, which requires a high level of
essential investments for the operation and maintenance of the pipeline system, to provide quality, safe and reliable service. The
Plan shall be for the period from April 1, 2017 to March 31, 2022 and will amount to Ps.
Investment Plan was approved. Resolution 4362 obliged |
• |
A non-automatic six-month adjustment mechanism for the natural gas transportation tariff and the investment commitments were approved. This adjustment must be approved by ENARGAS and for its calculation, the evolution of the WPI
published by INDEC will be considered.
|
• |
tgs and its shareholders
must withdraw any claim against the Government related to the natural gas transportation business, including the arbitration proceedings before the ICSID. The Company desisted from it on June 26, 2018.
|
• |
Effective as of April 1, 2017,
|
• |
Effective as of December 1, 2017, after the issuance of Resolution 120,
|
• |
Effective as of April 1, 2018, an increase of
|
•
|
The
non-granting of a temporary tariff increase, keeping the tariff schedules approved by ENARGAS in April 2019 unchanged.
|
•
|
It
established that from May 2021 and until the Definitive Renegotiation Agreement is in force, ENARGAS will proceed to re-calculate the transportation tariffs at that time in force with effect from April 1, 2022.
|
•
|
It did not
establish a mandatory investment plan.
|
•
|
The
prohibition of: (i) distribution of dividends, (ii) an early cancellation of financial and commercial debts contracted with shareholders, and (iii) the acquisition of other companies or granting loans.
|
b)
|
General Framework for non-regulated segments
|
c)
|
Essential assets
|
18.
|
ASSETS AND LIABILITIES IN FORREIGN CURRENCY
|
2021
|
2020
|
|||||||||||||||||||||
Foreign currency
and amount
(in thousands)
|
Exchange
rate
|
Amount
in local
currency
|
Foreign currency
and amount
(in thousands)
|
Amount
in local
currency
|
||||||||||||||||||
CURRENT ASSETS
|
||||||||||||||||||||||
Cash and cash equivalents
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Other financial assets at amortized cost
|
US$
|
|
|
(1)
|
|
|
|
|||||||||||||||
Other financial assets at fair value through profit or loss
|
US$
|
|
|
(1)
|
|
|
|
|||||||||||||||
Trade receivables
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Other receivables
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Total current assets
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
NON CURRENT ASSETS
|
||||||||||||||||||||||
Other financial assets at amortized cost
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Total non current assets
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
TOTAL ASSETS
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
CURRENT LIABILITIES
|
||||||||||||||||||||||
Trade payables
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Loans
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Total current liabilities
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
NON CURRENT LIABILITIES
|
||||||||||||||||||||||
Loans
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Total non current liabilities
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
TOTAL LIABILITIES
|
US$
|
|
|
US$
|
|
|
(1)
|
|
(2)
|
|
19. |
COMMON STOCK AND DIVIDENDS
|
a) |
Common stock structure and shares’ public offer
|
Common Stock structure as of December 31, 2021 and 2020
|
||||||||||||
Shares Class
|
Amount of common stock, subscribed, issued, paid in, and authorized for
|
|||||||||||
public offer
|
||||||||||||
Common Shares Class
|
||||||||||||
(Face value $
|
Outstandings shares
|
Treasury Shares
|
Common Stock
|
|||||||||
Class “A”
|
|
|
|
|||||||||
Class “B”
|
|
|
|
|||||||||
Total
|
|
|
|
Common Stock structure as of December 31, 2019
|
||||||||||||
Shares Class
|
Amount of common stock, subscribed, issued, paid in, and authorized for
|
|||||||||||
public offer
|
||||||||||||
Common Shares Class
|
||||||||||||
(Face value $
|
Outstandings shares
|
Treasury Shares
|
Common Stock
|
|||||||||
Class “A”
|
|
|
|
|||||||||
Class “B”
|
|
|
|
|||||||||
Total
|
|
|
|
b) |
Acquisition of treasury shares
|
c) |
Dividends distribution
|
d) |
Restrictions on distribution of retained earnings
|
20. |
LEGAL CLAIMS AND OTHER MATTERS
|
a) |
Turnover tax calculated on the natural gas price consumed by tgs
|
b) |
Action for annulment of ENARGAS Resolutions No. I-1,982/11 and No. I-1,991/11 (the “Resolutions”)
|
c) |
Recovery action of VAT and income tax
|
d) |
Turnover tax withholding in the Province of Buenos Aires
|
e) |
Environmental matters
|
f) |
Others
|
21. |
BALANCES AND TRANSACTIONS WITH RELATED COMPANIES
|
•
|
From 12/28/2019 to 12/27/2020:
|
•
|
From 12/28/2020 to 12/27/2021:
|
•
|
From 12/28/2021 to 12/27/2022:
|
•
|
From 12/28/2022 to 12/27/2023:
|
•
|
From 12/28/2023 to 12/27/2024 and onwards:
|
2021
|
2020
|
|||||||||||||||
Company
|
Accounts
receivable
|
Accounts
payable
|
Accounts
receivable
|
Accounts
payable
|
||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||
Pampa Energía (1)
|
|
|
|
|
||||||||||||
tgs’s Associates with significant influence:
|
||||||||||||||||
Link
|
|
|
|
|
||||||||||||
TGU
|
|
|
|
|
||||||||||||
Other related companies:
|
||||||||||||||||
Pampa Comercializadora S.A.
|
|
|
|
|
||||||||||||
CT Barragán S.A.
|
|
|
|
|
||||||||||||
Transener S.A.
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
(1)
|
|
Revenues |
Costs
|
Financial results | ||||||||||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization of liquids
|
Other services
|
Gas
purchase
and others
|
Compensation for technical assistance
|
Revenues for administrative services
|
Interest expense
|
Interest gain / Gain / (loss) on
fair value
|
Selling expenses (1)
|
|||||||||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
CIESA
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
Pampa Energía
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
tgs’s Associates with significant influence:
|
||||||||||||||||||||||||||||||||||||
Link
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Transener S.A.
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
CT Barragán S.A.
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Comercializadora S.A.
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Fundación TGS
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
Revenues |
Costs
|
Financial results | ||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization of liquids
|
Other services
|
Gas purchase and others
|
Compensation for technical assistance
|
Revenues for administrative services
|
Interest expense
|
|||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||
CIESA
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||
Pampa Energía
|
|
|
|
|
|
|
|
|||||||||||||||||||||
tgs’s Associates with significant influence:
|
||||||||||||||||||||||||||||
Link
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Transener S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Petrolera Entre Lomas S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Pampa Comercializadora S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Central Térmica Piedrabuena S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
Revenues |
Costs
|
Financial results
|
||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization of liquids
|
Other services
|
Gas purchase and others
|
Compensation for technical assistance
|
Revenues for administrative services
|
Interest expense
|
|||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||
CIESA
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||
Pampa Energía
|
|
|
|
|
|
|
|
|||||||||||||||||||||
tgs’s Associates with significant influence:
|
||||||||||||||||||||||||||||
Link
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Pampa Comercializadora S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Central Térmica Piedrabuena S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Experta ART
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
22. |
CONTRACTUAL OBLIGATIONS
|
a) |
Contractual Commitments
|
Estimated maturity date
|
||||||||||||||||||||||||||||
Total
|
Due less than
one year
|
As of
12/31/2022
|
From
01/01/2023 to
12/31/2023
|
From
01/01/2024 to
12/31/2024
|
From
01/01/2025 to
12/31/2025
|
From
12/31/2026
onwards
|
||||||||||||||||||||||
Financial indebtedness (1)
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Purchase obligations (2)
|
|
|
|
|
|
|
||||||||||||||||||||||
Financial Leases
|
|
|
|
|
|
|
||||||||||||||||||||||
Total
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|
b) |
Guarantees granted and goods for restricted availability
|
23. |
ASSOCIATES AND JOINT ARRANGEMENTS
|
24. |
SUBSEQUENT EVENTS
|