| PRESENTATION OF FINANCIAL AND OTHER INFORMATION | |||
| 1 | |||
Item 1. | 1 | ||
Item 2. | 1 | ||
Item 3. | 1 | ||
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Item 16. | |||
Item 16A. | |||
Item 16B. | |||
Item 16C. | |||
Item 16D. | |||
Item 16E. | |||
Item 16F. | |||
Item 16G. | |||
Item 16H. | |||
Item 16I. | 209 | ||
| Item 16J | Insider Trading Policies | 210 | |
| 210 | |||
Item 17. | |||
Item 18. | |||
Item 19. | |||
Certain Defined Terms
In this annual report on Form 20-F (“Annual Report”), unless otherwise indicated or the context requires otherwise: (i) references to “we,” “us,” “our” and the “Company”“Company” mean Transportadora de Gas del Sur S.A. (“TGS”tgs”) and its consolidated subsidiaries, Telcosur S.A. (“Telcosur”), TGSLatam Energía S.A. (“TGSLatam”) and CTG Energía S.A.U. (“CTG”), (ii) references to “Argentina” are to the Republic of Argentina, (iii) references to the “United States” or “U.S.” are to the United States of America, (iv) references to “pesos” or “Ps.” are to Argentine pesos, the legal currency of Argentina, (v) references to “U.S. dollars,” “dollars” or “U.S.$” are to United States dollars, the legal currency of the United States, (vi) a “billion” is a thousand million, (vii) references to “cf” are to cubic feet, (viii) references to “MMcf” are to millions of cubic feet, (ix) references to “Bcf” are to billions of cubic feet, (x) references to “m3” are to cubic meters, (xi) references to “d” are to days, and (xii) references to “HP” are to horsepower.
Financial Statements and Basis of Preparation
We maintain our financial books and records and publish our consolidated Financial Statements (as defined below) in pesos, which is our functional currency. This Annual Report includes our audited consolidated statements of financial position as of December 31, 20202022 and 2019,2021, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the years ended December 31, 2020, 20192022, 2021 and 20182020 (our “Financial Statements”). Our Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as in effect on the date of preparation of the Financial Statements. IFRS have been adopted by the Federación Argentina de Consejos Profesionales de Ciencias Económicas (“FACPCE”) as its professional accounting standards and are required to be adopted by certain public companies in Argentina (entidades incluidas en el régimen de oferta pública de la Ley de Mercado de Capitales) pursuant to the rules of the Comisión Nacional de Valores (“CNV”), compiled under General Resolution No. 622/2013 (as amended by General Resolution No. 668/2016 and as further amended, the “CNV Rules”).
At our shareholders’ meeting held on April 26, 2017, as a result of a proposal made by our controlling shareholder, Compañía de Inversiones de Energía S.A. (“CIESA,” our controlling shareholder)), our shareholders voted in favor of having a joint audit on our consolidated financial statements commencing with fiscal year ended December 31, 2017, even though there is currently no legal requirement in Argentina for a joint audit. As a result, our Financial Statements were jointly audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina (“PwC”), member firm of PricewaterhouseCoopers International Limited, and Pistrelli, Henry Martin y Asociados S.R.L. (“EY”), member firm of Ernst & Young Global Limited. (“EY”). The joint report of PwC and EY, dated April 27, 2021,25, 2023, is included elsewhere in this Annual Report. Each of PwC and EY is an independent registered public accounting firm, as stated in their reportsthe joint report appearing herein.
International Accounting Standard 29 (“IAS 29”) “Financial reporting in hyperinflationary economies” requires that the financial statements of an entity whose functional currency is one of a hyperinflationary economy be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether such financial statements are based on the historical cost method or the current cost method. This requirement also comprises the restatement of comparative information of the financial statements to be presented in the current currency as of December 31, 2020,2022, without modifying the statutory decisions made based on the financial information corresponding to those fiscal years.
IAS 29 describes characteristics that may indicate that an economy is hyperinflationary. However, it states that it is a matter of judgement by management when restatement of financial statements becomes necessary. Among other factors, an economy is “hyperinflationary” in accordance with IAS 29 when it has a cumulative inflation rate over three years that approaches, or exceeds, 100%, also taking into consideration other qualitative factors related to the macroeconomic environment.
The IASB does not identify specific economies that satisfy the requirements to be deemed hyperinflationary. The International Practices Task Force (“IPTF”) of the CentreCenter for Audit Quality monitors the status of “highly inflationary” countries. The criteria of IPTF for identifying such countries are similar to those for identifying “hyperinflationary economies” under IAS 29. From time to time, the IPTF issues reports of its discussions with the staff of the Securities and Exchange Commission (“SEC”) on the IPTF’s recommendations of which countries should be considered highly inflationary, and which countries are on the IPTF’s inflation “watch list.” The IPTF’s discussion document for its November 10, 20209, 2022 meeting states that in the view of the IPTF, Argentina had a three-year cumulative inflation ratesrate exceeding 100%.
Inflation in Argentina significantly increased during 2020, 20192022, 2021 and 2018,2020, which resulted in an accumulated inflation rate for each of the three-year periods ended December 31, 2020, 20192022, 2021 and 2018,2020, in excess of 100%. In addition, the rest of the indicators do not contradict the conclusion that Argentina should be considered a hyperinflationary economy for accounting purposes. As a result, our management considers that there is sufficient evidence to conclude that Argentina is a hyperinflationary economy in terms of IAS 29, effective as from July 1, 2018.
The Financial Statements and the other financial information included in this Annual Report for all the periods reported are presented on the basis of constant pesos as of December 31, 20202022 (“Current Currency”). Thus, our audited consolidated statements of financial position as of December 31, 2019,2021, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for each of the years ended December 31, 20192021 and 2018,2020, included elsewhere in this Annual Report have been restated in accordance with IAS 29 for comparative purposes from the original figures reported and supersede any previously disclosed consolidated financial statements relating to such periods.
In analyzing the provisions of IAS 29, our management used the inflation rates stated in the official statistics published by the Instituto Nacional de Estadística y Censos (“INDEC”), similar to the criteria adopted by the accounting profession and corporate regulatory bodies in Argentina. In order to restate the financial statements referred in the immediately preceedingpreceding paragraph, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the National Consumer Price Index (“CPI”) as of January 20192020 (base month December 2018)2019) with the Domestic Wholesale Price Index (“WPI”), both published by INDEC until that date. According to information from FACPCE, inflation was 36.1%94.5%, 53.8%50.9%, and 47.6% %36.1% in the years ended December 31, 2022, 2021 and 2020, 2019 and 2018, respectively.
For more information, see note 4(d) to the Financial Statements and “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors Affecting ourOur Consolidated Results of Operations—Effects of inflation and restatement of Financial Statements.Operations.” Also, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—High levels of inflation and the lack of credibility regarding Argentina’s official inflation statistics could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.”
Currency
Solely for the convenience of the reader, certain amounts presented in pesos in this Annual Report as of and for the year ended December 31, 2020,2022, have been converted into U.S. dollars at specified exchange rates. Unless otherwise specified, all exchange rate information contained in this Annual Report has been derived from information published by Bancode la Nación Argentina (“(“Banco Nación”), on December 31, 2022, without any independent verification by us. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rate Information.” As a result of fluctuations in the peso/U.S. dollar exchange rate, the exchange rate at such date may not be indicative of current or future exchange rates. Such fluctuations may affect the U.S. dollar equivalent of peso amounts included in this Annual Report. Consequently, these translations should not be construed as a representation that the peso amounts represent, or have been, or could be converted, into, U.S. dollars at that or any other rate.
Fluctuations in the exchange rate between pesos and U.S. dollars would affect the U.S. dollar equivalent of the peso price of our Class “B” shares, par value Ps.1 each (the “Class B Shares”), on the Buenos Aires Stock Exchange (Bolsas y Mercados Argentinos (“BYMA”)) and, as a result, the market price of our American Depositary Shares (“ADSs”) on the New York Stock Exchange (“NYSE”) as well.
Historically, Argentina has been subject to several restrictions imposed on the foreign exchange market. In the recent years, the Central Bank of the Republic of Argentina (Banco Central de la República Argentina or the “BCRA”) issued several communications which introduced several changes to the then existing foreign exchange control regime. For additional information, see “Item 10. Additional Information—D. Exchange Controls.”
The following table sets forth, for the periods indicated, high, low, average and period-end exchange rates between the peso and the U.S. dollar, as reported by Banco Nación. The Federal Reserve Bank of New York does not publish a buying rate for the peso. The average rate is calculated by using the average of Banco Nación reported exchange rates on each day during the relevant monthly period and on the last day of each month during the relevant annual period.
Pesos per U.S. dollar | ||||||||||||||||
High | Low | Average | Period end | |||||||||||||
| Most recent six months: | ||||||||||||||||
| November 2022 | 167.28 | 157.28 | 162.12 | 167.28 | ||||||||||||
| December 2022 | 177.16 | 167.72 | 172.90 | 177.16 | ||||||||||||
| January 2023 | 187.00 | 178.15 | 182.24 | 187.00 | ||||||||||||
| February 2023 | 197.15 | 187.29 | 191.89 | 197.15 | ||||||||||||
| March 2023 | 209.10 | 197.57 | 203.11 | 209.01 | ||||||||||||
| Year ended December 31, | ||||||||||||||||
| 2018 | 41.25 | 18.41 | 28.13 | 37.70 | ||||||||||||
| 2019 | 60.40 | 36.90 | 48.23 | 59.89 | ||||||||||||
| 2020 | 84.15 | 59.81 | 70.78 | 84.15 | ||||||||||||
| 2021 | 102.72 | 84.70 | 95.16 | 102.72 | ||||||||||||
| 2022 | 177.16 | 103.00 | 130.81 | 177.16 | ||||||||||||
Our results of operations and financial condition are highly sensitive to changes in the peso-U.S. dollar exchange rate because a significant portion of our revenues (65% of our total consolidated revenues from sales for the year ended December 31, 2022), most of our capital expenditures, almost all of our debt obligations and the cost of natural gas used in our Liquids business are denominated in U.S. dollars, but substantially all of our assets are located in Argentina, and our functional currency is the peso.
Currency fluctuations would also affect the U.S. dollar amounts received by holders of our ADSs upon conversion (by us or by Citibank N.A. (the “Depositary”), pursuant to the deposit agreement for the issuance of the ADSs entered into between the Depositary and us (the “Deposit Agreement”)) of the cash dividends paid in pesos on the underlying Class “B” Shares.
Rounding
Certain figures included in this Annual Report have been rounded for ease of presentation. Percentage figures included in this Annual Report have not, in all cases, been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in our Financial Statements. Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding.
Available Information
The SEC maintains an internet site (http:(http://www.sec.gov)www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our telephone number is (54-11) 4865-9050, and our principal executive offices are located at Don Bosco 3672, 5th Floor, C1206ABF City of Buenos Aires, Argentina. Our internet address is www.tgs.com.ar. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The contents ofinformation included in our website and other websites referred to herein areor which may be accessed through our website is not part of this Annual Report.Report, is not incorporated by reference herein or otherwise and should not be relied upon in determining whether to make an investment in any securities issued by us.
Some of the information in this Annual Report, including information incorporated by reference herein, may constitute estimates and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 (the “Securities Act”“Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”). These estimates and forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “can,” “continue,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan” “potential,” “predict,” “projection,” “should,” “will,” “will likely result,” “would” or other similar words. These estimates and statements appear in a number of places in this Annual Report and include statements regarding our intent, belief or current expectations, and those of our officers, with respect to (among other things) our business, financial condition and results of operations. Our estimates and forward-looking statements are based mainly on current expectations and estimates of future events and trends, which affect, or may affect, our business, financial condition and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are based on information available to us as of the date of this Annual Report.
When considering forward-looking statements, you should keep in mind the factors described in “Item 3. Key Information—D. Risk Factors” and other cautionary statements appearing in “Item 5. Operating and Financial Review and Prospects.” These factors and statements, as well as other statements contained herein, describe circumstances that could cause actual results to differ materially from those expressed in or implied by any forward-looking statement.
Forward-looking statements include, but are not limited to, the following:
| • | statements regarding changes in general economic, business, political or other conditions in Argentina and globally, including changes from actions taken by the Argentine government (the “Government”) and changes due to natural and human-induced disasters (including the COVID-19 virus (“COVID”) pandemic and the 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; |
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.” |
Estimates and forward-looking statements speak only as of the date of this Annual Report and we do not undertake any obligation to update any forward-looking statement or other information contained in this Annual Report to reflect events or circumstances occurring after the date of this Annual Report or to reflect the occurrence of unanticipated events. Additional factors affecting our business emerge from time to time and it is not possible for us to predict all of those factors, nor can we assess the impact of all such factors on our business, operations or financial condition, or the extent to which any factors, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Estimates and forward-looking statements involve risks and uncertainties and do not guarantee future performance, as actual results or developments may be substantially different from the expectations described in the forward-looking statements. In light of the risks and uncertainties described above, the events referred to in the estimates and forward-looking statements included in this Annual Report may or may not occur, and our business performance, financial condition and results of operations may differ materially from those expressed in our estimates and forward-looking statements, due to factors that include but are not limited to those mentioned above. Investors are warned not to place undue reliance on any estimates or forward-looking statements in making any investment decision.
| Item 1. | Identity of Directors, Senior Management and Advisers |
Not applicable.
| Item 2. | Offer Statistics and Expected Timetable |
Not applicable.
| Item 3. | Key Information |
A. Selected Financial Data[Reserved]
For the year ended December 31, | ||||||||||||||||||||
2020 | 2019(3) | 2018(3) | 2017(3) | 2016(3) | ||||||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||||||
| Consolidated Statement of Comprehensive Income Data: | ||||||||||||||||||||
| Revenues | 55,871,438 | 66,111,903 | 71,336,882 | 41,787,793 | 30,671,848 | |||||||||||||||
| Gas transportation net revenues | 23,501,610 | 30,795,577 | 32,381,937 | 15,615,086 | 8,716,868 | |||||||||||||||
| Liquids production and commercialization net revenues | 27,596,696 | 31,500,457 | 34,822,547 | 23,401,470 | 19,696,302 | |||||||||||||||
| Other services (midstream and telecommunications) net revenues | 4,773,132 | 3,815,869 | 4,132,398 | 2,771,237 | 2,258,679 | |||||||||||||||
| Operating profit | 20,640,970 | 26,899,485 | 29,858,321 | 12,994,649 | 6,100,264 | |||||||||||||||
| Net financial results | (12,971,658 | ) | (3,944,565 | ) | (5,960,872 | ) | (1,106,502 | ) | (1,485,547 | ) | ||||||||||
| Net income before income tax | 7,690,622 | 22,911,548 | 23,935,579 | 11,933,469 | 4,625,375 | |||||||||||||||
| Net income and total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | 12,044,628 | 2,316,895 | |||||||||||||||
| Net income and total comprehensive for the year attributable to: | ||||||||||||||||||||
| Owners of the Company | 3,286,190 | 17,432,945 | 23,907,988 | 12,044,624 | 2,316,891 | |||||||||||||||
| Non-controlling interest | 9 | 18 | 8 | 4 | 4 | |||||||||||||||
Per Share Data:(2) | ||||||||||||||||||||
| Net income per share | 4.31 | 22.46 | 30.32 | 15.17 | 2.72 | |||||||||||||||
Net income per ADS | 21.55 | 112.31 | 151.60 | 75.85 | 13.60 | |||||||||||||||
As of December 31, | ||||||||||||||||
2020 | 2019(3) | 2018(3) | 2017(3) | |||||||||||||
(in thousands of pesos)(1) | ||||||||||||||||
| Consolidated Statement of Financial Position Data: | ||||||||||||||||
| Total current assets | 15,799,305 | 28,507,744 | 48,510,547 | 22,175,939 | ||||||||||||
| Property, plant and equipment, net | 98,873,425 | 101,946,521 | 81,018,439 | 71,542,203 | ||||||||||||
| Total non-current assets | 112,795,061 | 101,644,461 | 81,215,704 | 71,759,847 | ||||||||||||
| Total assets | 128,594,366 | 130,152,205 | 129,726,251 | 93,935,786 | ||||||||||||
| Total current liabilities | 8,109,673 | 10,826,170 | 14,966,504 | 14,445,721 | ||||||||||||
| Total non-current liabilities | 54,458,049 | 53,864,917 | 49,951,509 | 26,547,442 | ||||||||||||
| Total liabilities | 62,567,722 | 64,691,087 | 64,918,013 | 40,993,163 | ||||||||||||
| Non-controlling interest | 31 | 38 | 22 | 25 | ||||||||||||
| Shareholders’equity | 66,026,644 | 65,461,118 | 64,808,238 | 52,942,623 | ||||||||||||
| Other Data: | ||||||||||||||||
| Common stock (nominal value) | 752,761 | 784,608 | 780,894 | 794,495 | ||||||||||||
| Additions to property, plant and equipment | 6,687,083 | 25,646,624 | 14,463,972 | 4,809,817 | ||||||||||||
| Depreciation | 6,161,233 | 5,031,234 | 4,655,763 | 4,230,905 | ||||||||||||
| Impairment charge | 3,114,056 | - | - | - | ||||||||||||
Number of outstanding shares(2) | 752,761,058 | 784,608,528 | 780,894,503 | 794,495,283 | ||||||||||||
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) | |||||||||||||||
2016(3) | 475 | 7.1 | 0.60 | 0.009 | 0.045 | |||||||||||||||
| 2017 | - | - | - | - | - | |||||||||||||||
2018(4) | 9,067 | 114.6 | 11.41 | 0.142 | 0.708 | |||||||||||||||
2019(5)(6) | 17,683 | 222.4 | 22.78 | 0.286 | 1.432 | |||||||||||||||
2020 | - | - | - | - | - | |||||||||||||||
Pesos per U.S. dollar | ||||||||||||||||
High | Low | Average | Period end | |||||||||||||
| Most recent six months: | ||||||||||||||||
| November 2020 | 81.3100 | 78.6900 | 79.9411 | 81.3100 | ||||||||||||
| December 2020 | 84.1500 | 81.4300 | 82.6383 | 84.1500 | ||||||||||||
| January 2021 | 87.3300 | 84.7000 | 85.9755 | 87.3300 | ||||||||||||
| February 2021 | 89.8200 | 87.6000 | 88.6744 | 89.8200 | ||||||||||||
| March 2021 | 92.0000 | 90.0900 | 91.0659 | 92.0000 | ||||||||||||
| April 2021 (through April 26, 2021) | 93.2700 | 92.2400 | 92.7156 | 93.27 | ||||||||||||
| Year ended December 31, | ||||||||||||||||
| 2016 | 16.0300 | 13.2000 | 14.7807 | 15.8900 | ||||||||||||
| 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 | ||||||||||||
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
You should carefully consider the following risks and uncertainties, and any other information appearing elsewhere in this Annual Report. The risks and uncertainties described below are intended to highlight risks and uncertainties that are specific to us. Additional risks and uncertainties, including those generally affecting Argentina and the industry in which we operate, risks and uncertainties that we currently consider immaterial or risks and uncertainties generally applicable to similar companies in Argentina may also impair our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
The information in this Risk Factors section includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous factors, including those described in “Cautionary Statement Regarding Forward-Looking Statements and Risk Factors Summary”Statements” above.
The following summarizes some, but not all, of the risks provided below. The following summary of material risk factors could materially and adversely affect our business, financial condition and results of operation, and our ability to meet our financial obligations. Consequently, such risk factors may cause historical results to differ materially from any results projected, forecasted, estimated or budgeted by us in our forward-looking statements. Please carefully consider all of the information discussed in this Item 3.D. “Risk“Item 3. Key Information—D. Risk Factors” in this Annual Report for a more thorough description of these and other risks:
Risks Relating to Our Business
| ‒ | Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Under the Decree 1020 tariffs were frozen until the new RTI concludes. Since that moment we have received only one tariff increase since March 1, 2022 amounting to 60%. "Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework —Tarrif situation." |
| ‒ | Our operations are subject to extensive regulation. |
| ‒ | Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects. |
| ‒ | Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances. |
| ‒ | 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 could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. |
| ‒ | 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 for ongoing maintenance requirements and the expansion of our installed transportation capacity; we could be unable to make such expenditures due to the lack of financing. |
| ‒ | 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. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment. |
| ‒ | Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and the margins we are able to obtain from our Liquids business, which may adversely affect the results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations. |
| ‒ | Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may affect our Liquids business. |
| ‒ | Our business, financial condition and results of operations have been, and may continue to be, adversely affected by the ongoing COVID pandemic and the emergence of a pandemic-level disease or threat to public health. |
| ‒ | Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production. |
| ‒ | The affirmative and restrictive covenants in our currently outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks. |
| ‒ | 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 could adversely affect our business, results operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling. |
| ‒ | Our operations are subject to environmental, occupational health and safety regulations. |
| ‒ | Our operations could cause environmental risks and any change in environmental laws could increase our operating costs. |
| ‒ | We may face competition. |
| ‒ | Downgrades in our credit ratings could have negative effects on our funding costs and business operations. |
| ‒ | Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies. |
| ‒ | Our natural gas transportation systems and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks. |
| ‒ | We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business. |
| ‒ | Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors. |
| ‒ | Climate change could impact our operating results, access to capital and strategy. |
| ‒ | Our activities are subject to social and reputational risks, including the potential for protests by members of the local communities. |
| ‒ | The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition. |
Risks Relating to Our Business
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| ‒ | Our operations are subject to extensive |
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| ‒ | Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances. |
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| ‒ | Our business, financial condition and results of operations have been, and may continue to be, adversely affected by the a pandemic-level disease or threat to public health. |
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| ‒ | We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling. |
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| ‒ | Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies. |
| ‒ | Our natural gas transportation systems and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks. |
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Risks Relating to Our Business
| ‒ | Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Under the Decree 1020 tariffs were frozen until the new RTI concludes. Since that moment we have received only one tariff increase since March 1, 2022 amounting to 60%. "Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework —Tarrif situation." |
| ‒ | Our operations are subject to extensive regulation. |
| ‒ | Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects. |
| ‒ | Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances. |
| ‒ | 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 could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. |
| ‒ | 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 for ongoing maintenance requirements and the expansion of our installed transportation capacity; we could be unable to make such expenditures due to the lack of financing. |
| ‒ | 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. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment. |
| ‒ | Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and the margins we are able to obtain from our Liquids business, which may adversely affect the results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations. |
| ‒ | Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may affect our Liquids business. |
| ‒ | Our business, financial condition and results of operations have been, and may continue to be, adversely affected by the ongoing COVID pandemic and the emergence of a pandemic-level disease or threat to public health. |
| ‒ | Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production. |
| ‒ | The affirmative and restrictive covenants in our currently outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks. |
| ‒ | 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 could adversely affect our business, results operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling. |
| ‒ | Our operations are subject to environmental, occupational health and safety regulations. |
| ‒ | Our operations could cause environmental risks and any change in environmental laws could increase our operating costs. |
| ‒ | We may face competition. |
| ‒ | Downgrades in our credit ratings could have negative effects on our funding costs and business operations. |
| ‒ | Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies. |
| ‒ | Our natural gas transportation systems and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks. |
| ‒ | We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business. |
| ‒ | Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors. |
| ‒ | Climate change could impact our operating results, access to capital and strategy. |
| ‒ | Our activities are subject to social and reputational risks, including the potential for protests by members of the local communities. |
| ‒ | The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition. |
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 has adversely affected and may continue to adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. |
| ‒ | The ongoing political instability in Argentina may adversely affect the Argentine economy. |
| ‒ | The Solidarity Law and the measures that the new administration has implemented could adversely affect our results of operations and financial condition. |
| ‒ | Public health threats could have an adverse effect on the Argentine economy and on our business, financial condition or results of operations. |
| ‒ | High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends or imports and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies. |
| ‒ | Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations. |
| ‒ | The impossibility of addressing the actual and potential risks of institutional deterioration and corruption, the economy and the financial situation of Argentina has been affected negatively and could continue to be. |
| ‒ | Government intervention in the Argentine economy could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. |
| ‒ | 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. |
| ‒ | Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets. |
| ‒ | 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, as well as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s economic growth. |
| ‒ | Further downgrades in the credit rating or rating outlook of Argentina could impact the rating of our securities or adversely affect the market price of our securities. |
| ‒ | The Argentine government may mandate salary increases for private sector employees, which would increase our operating costs. |
| ‒ | Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products. |
| ‒ | Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects. |
| ‒ | The conflict between Russia and Ukraine could adversely affect the global economy, the Argentine economy and our operational results and financial condition. |
| ‒ | We continue operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability since the ongoing military conflict between Russia and Ukraine, poor global economic performance, a potential recession looming in the U.S. and Europe and China showing weak growth. |
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. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders´ability to receive cash dividends in U.S. dollars. |
| ‒ | 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 BYMA may suspend trading and/or delist our ADSs and common shares, respectively, upon occurrence of certain events relating to our financial situation. |
| ‒ | The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value; and |
| ‒ | The relative volatility and illiquidity of the Argentine securities markets may substantially limit the ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder. |
Risks Relating to Our Business
Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
All of our net revenues from the Natural Gas Transportation public service (which represented 25% of total revenues during 2022) are attributable to contracts, which are subject to Government regulation. Prior to the enactment of the Public Emergency Law and Foreign Exchange System Reform Law No. 25,561 (the “Public Emergency Law”), our tariffs were stated in U.S. dollars, adjusted on a semiannual basis by reference to the U.S. Producer Price Index (“PPI”), and further adjusted every five years, based on the efficiency of, and investments in, our gas transportation business. The Public Emergency Law, however, eliminated tariff indexation, and public service tariffs were converted into pesos and fixed at an exchange rate of Ps.1.00 per US$1.00, even though the peso was devaluating significantly against the U.S. dollar.
Sustained inflation in Argentina since 2002, without any corresponding increase in our natural gas transportation tariffs until recently, has adversely affected, and continued inflation would continue to adversely affect, our Natural Gas Transportation revenues and financial condition. During the last few years, we have monitored our operating costs in order to minimize the impact of the insufficient adjustment of our tariffs on our activities. These measures have had no negative impact on the reliability and efficiency tasks carried out on the pipeline system.
On March 30, 2017, ENARGAS issued Resolution No. 4362/2017 (“Resolution 4362”), which approved a staged tariff increase which contemplates an aggregate transportation tariff increase of 214.2% and an aggregate access and use charge (“CAU”) increase of 37%. This staged increase is structured to provide the same economic benefits to us as if the increases had been fully effective on April 1, 2017. Pursuant to this resolution, we must also execute a capital expenditures program for a five-year period (from April 1, 2017, to March 31, 2022), which contemplates investments of Ps.6,786 million (in nominal value on December 31, 2016) to improve the operation and maintenance of the pipeline system (the “Five-Year Plan”). In addition, Resolution 4362 contemplates a non-automatic semiannual adjustment mechanism for the natural gas transportation tariff to reflect changes in WPI, which must be approved by ENARGAS evaluating the evolution of the economic circumstances.
On March 27, 2018, through Decree No. 250/2018 (“Decree 250”), the Executive Branch ratified the tariff structure under Resolution 4362, following the approval of several governmental authorities, including the Argentine Congress. Decree 250 concluded the renegotiation process of our License with the Government, which lasted more than 17 years. After the conclusion of the RTI mentioned above, we received the semiannual tariff increase corresponding for the period August 2018–February 2019 beginning on April 2019.
As a consequence of Argentina’s economic condition, and together with other measures taken by the Government, on September 3, 2019, the Secretary of Hydrocarbon Resources (“SHR”) (formerly the Federal Energy Bureau) issued Resolution No. 521/2019 (“Resolution 521”), which defers the subsequent semiannual adjustment.
Under the Decree 1020 tariffs were frozen until the new RTI concludes. Since that moment we have received only one tariff increase since March 1, 2022 amounting to 60%. “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Tariff situation.”
On December 6, 2022, by means of Decree No. 815/2022 (“Decree 815”), the term for the completion of the RTI established in Decree 1020 was extended until December 18, 2023. Within this framework, on January 4, 2023, a public hearing was held to consider a new transitory tariff adjustment for the public natural gas transportation service.
On March 15, 2023 ENARGAS submitted a proposal to us for an addendum to the RTI.
On March 16, 2023, our Board of Directors approved the proposed addendum to the renegotiation transitory agreement (the “2023 Transition Agreement”) sent by ENARGAS. As of the date of this Annual Report the Executive Branch has not ratified the 2023 transition agreement.
The 2023 Transition Agreement has similar conditions to the 2022 Transition Agreement. The 2023 Transition Agreement includes:
| - | A transitional tariff increase of 95% on the natural gas transportation tariff and the Access and Use Charge. |
| - | With prior authorization from the Ministry of Economy, we are allowed to distribute dividends and to directly or indirectly prepay financial and commercial debts contracted with shareholders, which were previously prohibited by the 2022 Transition 9Agreement. |
In the past, we have suffered from our inability to receive tariff increases, which meant the deterioration of our financial and economic condition. Also, we have received insufficient tariff increases to compensate for the increases in our operating costs due to inflation. For additional information about the prior RTI processes and failure by ENARGAS to increase tariffs, and the status of the ongoing RTI see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Tariff situation.”
We cannot assure you that the current negotiations with the Government will provide us with a tariff schedule that permits us to compensate the increases in our operating costs. Failure by the Government to timely comply with agreements resulting from the new RTI process could negatively affect our results of operations and financial condition.
Moreover, as of the date of this Annual Report, we are unable to predict which permanent measures will be taken by the Government in connection with the tariff system, or if such system will be amended, adversely affecting our financial situation and our results of operations.
Further, we cannot assure you that the current negotiations with the Government under the framework of the Solidarity Law will provide us with a tariff schedule that permits us to compensate the increases in our operating costs. Failure by the Government to timely comply with agreements resulting from the RTI process could negatively affect our results of operations and financial condition.
In addition, we cannot predict whether additional operating restrictions or mandatory investments could be imposed on us in the future nor the outcome from the renegotiation process of the current RTI stated by the Solidarity Law. If such outcome is adverse to us, our results of operations and financial condition could be negatively affected.
Our operations are subject to extensive regulation.
The Argentine oil and gas industry is subject to extensive government regulation and control. As a result, our business is to a large extent dependent upon regulatory and political conditions prevailing in Argentina and our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations may be adversely affected by regulatory and political changes in Argentina. Therefore, we face risks and challenges relating to government regulation and control of the energy sector, including those set forth below and elsewhere in these risk factors:
limitations on our ability to 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.
In recent years, the Government has made certain changes in regulations and policies governing the energy sector to give absolute priority to domestic supply at stable prices in order to sustain economic recovery. As a result of the above-mentioned changes, for example, on days during which a gas shortage occurs, exports of natural gas (which are also affected by other government curtailment orders) and the provision of gas supplies to industries, electricity generation plants and service stations selling compressed natural gas are interrupted to prioritize residential consumers at lower prices. The Expropriation Law of Argentina has declared the achievement of self-sufficiency in the supply of hydrocarbons, as well as in the exploitation, industrialization, transportation and sale of hydrocarbons, is in the national public interest and a priority for Argentina. In addition, its stated goal is to guarantee socially equitable economic development, the creation of jobs, the increase of the competitiveness of various economic sectors and the equitable and sustainable growth of the Argentine provinces and regions. We cannot assure you that these and other changes in applicable laws and regulations, or adverse judicial or administrative interpretations of such laws and regulations, will not adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects.
A significant portion of our workforce is represented by labor unions, and most of our non-unionized employees have the same employment benefits as unionized employees. While we believe we have enjoyed satisfactory relationships with all the labor organizations that represent our associates, and we believe our relationships with labor organizations will continue to be satisfactory, labor-related disputes may still arise. Labor lawsuits are common in the energy sector in Argentina, and industry-wide organized actions by unionized employees in the industry, such as blockages in the access to facilities and route cuts have occurred in the past. We have suffered interruptions as a result of our employees joining such organized activities. We cannot assure you that future business interruptions resulting from strikes and other organized activities by our employees would not have a significant adverse effect on our business, financial condition, results of operations and prospects.
The collective bargaining agreements with our unions are valid for one year. Currently, we have a collective bargaining agreement in effect for the period from April 2023 to April 2024.
However, we cannot assure you that we will not suffer business interruptions or strikes in the future as a result of collective actions by our employees. We have insurance that covers terrorism and organized actions against our assets, among other items, for a total insured amount of US$50,000,000 with a deductible per event of US$500,000, but we cannot assure you that our insurance coverage will be sufficient to cover damages and losses caused by the organized actions of our employees.
In addition, in the past, the Government has enacted laws and regulations forcing private companies to maintain certain wage levels and to provide additional benefits to their employees. We cannot assure you that in the future the Government will not increase wages or require additional benefits for workers or employees or that unions will not pressure the Government to demand such measures. All wage increases, as well as any additional benefits, could result in increased costs and adversely affect our results of operations.
Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances.
We conduct our Natural Gas Transportation business pursuant to the License, which authorizes us to provide natural gas transportation services through the exclusive use of the southern natural gas transportation system in Argentina. Our License may be revoked in certain circumstances based on the recommendation of ENARGAS. Revocation of our license would require an administrative proceeding, which would be subject to judicial review. Reasons for which our License may be revoked include:
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.
If our License were revoked, we would be required to cease providing natural gas transportation services. The impact of a loss of our License on our business, financial condition and results of operations would be material and adverse. Additionally, certain changes to the License could result in a default under our outstanding debt instruments.
Our creditors may not be able to enforce their claims against us in Argentina.
We are a stock corporation with limited liability (sociedad anónima), incorporated and organized under the laws of Argentina. Substantially all of our assets are located in Argentina.
Under Argentine law, foreign judgments may be enforced by Argentine courts, provided that the requirements of Articles 517 through 519 of the Federal Code of Civil and Commercial Procedure are met. Foreign judgments cannot violate principles of public policy (orden público) of Argentine law, as determined by Argentine courts. It is possible that an Argentine court would deem the enforcement of foreign judgments ordering us to make a payment in a foreign currency outside of Argentina to be contrary to Argentine public policy if at that time there are legal restrictions prohibiting Argentine debtors from transferring foreign currency outside of Argentina. Although currently there are no legal restrictions prohibiting Argentine debtors from transferring foreign currency outside of Argentina to satisfy principal or interest payments on outstanding debt that has been previously reported to the BCRA, we cannot assure you that the Government or an Argentine court will not impose such restrictions in the future.
In addition, under Argentine law, attachment prior to execution and attachment in aid of execution will not be ordered by an Argentine court with respect to property located in Argentina and determined by such courts to be utilized for the provision of essential public services. A significant portion of our assets may be considered by Argentine courts to be dedicated to the provision of an essential public service. If an Argentine court were to make such a determination with respect to any of our assets, unless the Government ordered the release of such assets, such assets would not be subject to attachment, execution or other legal process if such determination stands, and the ability of any of our creditors to realize a judgment against such assets may be adversely affected.
The Government’s strategies, measures and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Since 1992 and after the privatization of several state companies, until the economic crisis in 2002, the Government reduced its control over the natural gas transportation industry. After the economic crisis in 2002 the Government increased its role in the energy sector implementing strict regulations and increasing its intervention. Intervention primarily included the expansion of our pipeline through the creation of trust funds and the interruption and redirection of natural gas firm transportation services (including the diversification of natural gas supply from our liquids processing plant located at General Cerri Complex, in the Province of Buenos Aires (“Cerri Complex”).
In the past, natural gas distribution companies, including us, were prohibited from passing through price increases to consumers. Producers of natural gas, therefore, had difficulty implementing wellhead natural gas price adjustments that would increase the costs of distribution companies, which caused such producers to suffer a sharp decline in their rate of return-on-investment activities. As a result, natural gas production was not sufficient to meet the increasing demand. Likewise, the lack or insufficient tariff adjustments for natural gas transportation companies caused a decrease in the profitability of such companies.
Considering these events, the Government implemented a number of strategies, measures and programs aimed at mitigating the energy crisis and supporting the recovery of the Argentine economy generally. These strategies, measures and programs included, among others, the expansion of our pipeline through the creation of financial trust funds used as vehicles to facilitate financing of those investments (“Gas Trusts”). Although the expansion projects described above have not adversely affected our results of operations or financial condition, we cannot assure you that future, or even present, expansion projects will not have such adverse effects.
On December 20, 2019, the Argentine congress enacted Law No. 27541 (the “Solidarity Law”). The Solidarity Law establishes the restructuring of the energy tariff scheme and froze the natural gas and electricity tariffs. In addition, the Solidarity Law entitles the Argentine Executive Branch to intervene the ENARGAS. On March 17, 2020, Decree No. 278/2020 was published in the Official Gazette, which provides for the State intervention in ENARGAS until December 31, 2020. Afterwards, the intervention was extended until December 31, 2023, by means of Decree No. 815/2022.
Within the framework of the measures adopted as a result of the restrictions imposed to face the sanitary emergency arising from the COVID pandemic, the Government took a series of measures to mitigate its impact on certain socioeconomic sectors. Within this framework, during 2020, service cuts to non-paying residential users were suspended, the “Gas.Ar Plan” was created with the purpose of promoting natural gas production and certain limitations to tariff increases were imposed to keep pace with the evolution of inflation and cost increases.
We cannot predict what other measures or strategies will be adopted by the Government to mitigate in the natural gas industry, nor the effect that such measures may have on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
A significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically.
In 2022, 83% of our average daily natural gas deliveries were made under long-term firm transportation contracts. As of December 31, 2022, our long-term firm natural gas transportation contracts had a remaining weighted average life of approximately 11 years; our long-term firm natural gas transportation contracts with our top five costumers had a remaining weighted average life of approximately eight years. We cannot assure you that we will be able to extend or replace these contracts when they expire or that the terms of any renegotiated contracts will be as favorable as the existing contracts. In particular, our ability to extend and/or replace contracts could be adversely affected by factors we cannot control, including:
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.
Additionally, most of our transportation contracts include a clause allowing for the termination of the relevant contract before the expiration of its term by any of the parties, in case of (i) breach of the other party, or (ii) an extended event of force majeure.
Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed transportation capacity; we could be unable to make such expenditures due to the lack of financing.
Resolution 4362 stated that we should have executed he Five-Year Plan. Because of the beginning of the new RTI process the Five-Year Plan was suspended. Additionally, as part of the measures adopted to reduce the impact of COVID and in order to adapt our business plan to the economic expectations of Argentina, we have implemented a reduction in the current investment plans, without compromising safety, which allows us to guarantee continuity in the development of our activities.
The natural gas transportation service is an activity involving significant amounts of capital expenditures in order to improve the operation and maintenance of the pipeline system. Incremental capital expenditures may be required to fund maintenance of our pipeline system. Furthermore, capital expenditures will be required to finance current and future expansions of our transportation capacity. If we are unable to finance any such capital expenditures in terms satisfactory to us or at all, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations may be adversely affected. In addition, our financing ability may be limited by market restrictions on financing availability for Argentine companies. See “—Risks Relating to Argentina—Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.”
In the past, expansion projects by the Government have not had adverse effects over our results of operations and financial condition. However, we cannot assure you that future expansion projects will not adversely affect our business.
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. The flow and heating value of this natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.
More than 50% of the energy matrix in Argentina relies on natural gas. However, its natural gas reserves are declining. Despite the decline in 2015 and 2016, the volume of natural gas that has been produced from the Neuquina basin has increased. More recently, natural gas production in Argentina has increased thanks to the development of Vaca Muerta, despite the decline of the basins where conventional gas predominates. Although production volume increased in recent years, it had previously decreased between 2009 and 2013 and it is possible that natural gas production will again decrease in the future, which would adversely affect our Liquids business segment by reducing the amount of natural gas flowing to the Cerri Complex and, therefore, the amount of Liquids we produce. In addition, the reduction in the production of natural gas could affect the flow of natural gas provided for our midstream services.
Since 2009, the quality and volume of natural gas injected from the Neuquina basin has been lower (because of the reduction of natural gas production in this basin) and not appropriate for processing in the Cerri Complex, negatively impacting our level of output from this facility. Because of this lower output of natural gas from the Neuquina basin, we have had to buy natural gas at higher prices, causing an increase in the cost of Liquids production and commercialization activities for our own account reducing our profit from these activities. In addition, competition might affect the volume and quality (i.e., gas with lower liquids content) of natural gas arriving at the Cerri Complex.
In 2009, nonconventional natural gas was discovered in the Vaca Muerta field of the Neuquina basin by YPF. Exploration and exploitation of this natural gas reserve involved high extraction costs. Argentina’s national natural gas production has steadily increased in the past three years, largely due to the increased production of shale from the Vaca Muerta formation. Because of the measures taken by the Government production levels throughout the Neuquina basin has increased in recent years, except during 2020 which was affected by COVID pandemic and the effects of the preventive and mandatory lockdown measures, combined with a higher autumn temperature.
The Neuquén basin, with 68% of the national production, where most of the unconventional of non-conventional developments, explains the year-on-year increase. The rest of the basins decrease their production in the twelve-month accumulated measurements (except for the Cuyana basin, which has a low representation in the national the Cuyana basin of low representativeness).
However, after the freezing of fuel prices and the current economic situation that Argentina is experiencing, there is uncertainty regarding the investments that natural gas producers can make in that area. The Gas.Ar Plan establishes the need to guarantee the supply of natural gas demand while establishing incentives to make immediate investments for the maintenance and/or growth of production in the productive basins, where the natural gas producers must commit themselves to achieve a production curve that guarantees the maintenance and/or increase of the current levels.
We cannot assure you, however, that this new natural gas resource at the Neuquina basin, or the Gas.Ar Plan, or any other measures taken by the Government to increase natural gas production and supply (including pipeline expansion projects and the construction of new pipelines such as the Tratayén-Salliqueló-San Jerónimo pipeline), will be successful in increasing Argentine natural gas reserves or production and, if unsuccessful, our midstream or Liquids Production and Commercialization businesses could be adversely affected.
Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and the margins we are able to obtain from our Liquids business, which may adversely affect the results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations.
Due to regulatory, economic and government policy factors, domestic gasoline, diesel, natural gas, propane and butane, and other fuel prices and related services have differed substantially from prevailing international and regional market prices for such products and services. Our ability to increase prices in connection with international price or domestic cost increases, including those resulting from the peso devaluation, has been limited from time to time. The prices that we are able to obtain for our products and services affect the viability of investments in expansion capacity and processing facilities and, as a result, the timing and amount of our capital expenditures for such purposes.
Although our Liquids production and commercialization activities are not subject to regulation by ENARGAS, with the aim to give priority to domestic supply, the Government has taken certain regulatory actions in recent years that have affected our Liquids business. For example, in April 2005, the Government enacted Law No. 26,020, which set the framework by which the SHR may establish regulations to cause LPG suppliers to guarantee sufficient supply of LPG in the domestic market at low prices. Law No. 26,020 creates a price regime pursuant to which the SHR periodically publishes reference prices for LPG sold in the local market. It also sets forth LPG volumes to be sold in the local market.
We participate in two programs created by the Government under this framework, which provide for the payment of compensation based on the difference between the price set by the Government and the export parity price. Over recent years, this compensation has been paid to us with significant delays. For further information, see “Item 4—Our Information—B. Business Overview—Liquids Production and Commercialization.”
On March 25, 2020, after COVID pandemic, the Executive Branch issued Decree No. 311/2020, which determines that the maximum reference price for LPG sold in the domestic market will remain at their values in force at such date for a 180-day period.
Beginning 2021, prices of the products sold under these programs slightly increased. In August 2021, within the framework of Plan Hogar, the Secretary of Energy through Res. No. 809/2021 provided financial assistance to butane producers. The assistance was effective from August 2021 to December 2022 inclusive.
Also, we cannot assure you that we will be able to maintain or increase the domestic prices of our products, and limitations on our ability to do so would adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. Similarly, we cannot assure you that LPG prices in Argentina will track increases or decreases in the international or regional markets.
Our Liquids business is highly dependent on the supply of natural gas to the Cerri Complex at reasonable prices that allow for reasonable profit margins.
Since 2017, the Government has taken a series of necessary measures to initiate a convergence between the local price of natural gas and the international price. However, during 2018, due to a combination of internal and external factors, the increase in natural gas and fuel prices was significant which meant that the intended liberalization was unsuccessful.
During 2018, the Government introduced several changes to the process by which the natural gas is acquired for the electric energy generators. Among them, modifications were introduced to the regulations through which Compañía Administradora del Mercado Mayorista Eléctrico S.A. (“CAMMESA”), a government-controlled company, had to provide this supply to the power plants. Finally, on November 6, 2018, the Secretary of Energy issued Resolution No. 70/2018, which returned to power generators the ability to purchase their own natural gas supply. Most of the power generators recovered the ability to do so, therefore, the price of natural gas purchased under the bidding processes decreased further because of the competition for demand in the low consumption season and in an environment with oversupply and economic recession.
However, Secretary of Energy Resolution No. 12/2019 abrogated SGE Resolution No. 70/2018 and returned to CAMMESA centralized fuel supply scheme as established in Secretary of Energy Resolution No. 95/2013, as amended.
The prices at which power plants or CAMMESA acquire natural gas can be considered a reference to determine the price of natural gas acquired by us as shrinkage gas (“RTP”), which is why any additional increase in the costs of our Liquids Production and Commercialization segment may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
As described above, actions taken by the Government during winter periods of recent years resulted in natural gas being redirected away from certain users, including the Cerri Complex, toward priority users, including residential customers. See above “—The Government’s strategies, measures and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.” To a lesser extent, during the winter of 2016 and 2017, processing at the Cerri Complex was interrupted because of continued governmental actions to ensure natural gas supply to the domestic market, but thanks to the development of the Vaca Muerta formation, during the five-year period ended December 31, 2022, we did not register any interruption in the supply of natural gas in the Cerri Complex.
Additionally, in view of the scarcity of natural gas supply, the national government has resorted to importing liquefied natural gas (“LGN”) (which is regasified in the ports located in the cities of Escobar and Bahía Blanca, in the province of Buenos Aires) and natural gas from Bolivia. The recent war between Ukraine and Russia resulted in a significant increase in natural gas prices. In view of the country’s fiscal situation, it is not possible to guarantee that Argentina will be able to acquire all the natural gas and LGNs necessary to meet demand. Likewise, this situation caused difficulties in the negotiations between Argentina and Bolivia to extend the agreement to import natural gas from Bolivia. More recently, Argentina and Bolivia agreed the extension of the agreement but reducing the quantity of natural gas offered by Bolivia.
In the event that Argentina is unable to meet the demand, it is highly likely that there will be scheduled natural gas outages during the winter to certain non-priority users (among them the Cerri Complex).
In addition, regarding natural gas producers, the Government has recently introduced measures to moderate the impact of fuel prices in the economy. The prices that natural gas producers are able to obtain for oil and natural gas affect the viability of investments in new exploration, development and refining and, as a result, the timing and amount of our projected capital expenditures for such purposes. Any diversion of the supply of natural gas from the Cerri Complex may require us to purchase natural gas from third parties to supply our Liquids business, which may result in increased costs. If we are unable to purchase natural gas from other sources, the volume of our Liquids productions may decrease.
After the first award of volumes and prices carried out on December 3, 2020, under the framework of Gas.Ar Plan, an increase in the natural gas price at the Point of Entry to the Transportation System (the “PIST” after its acronym in Spanish) for thermal generation and for natural gas distributors was verified, which is highly likely to affect industrial users, which will ultimately impact the costs of natural gas consumed in the Cerri Complex, thus affecting our operating margins. However, such plan would allow the drop in production levels that has been recorded in recent periods to be reversed in order to sustain our gas processing business at the Cerri Complex.
It is uncertain whether in the future measures taken by the Government or other measures that could adversely affect our business, results of operations and ability to meet our financial obligations will be implemented. It is also uncertain the impact of the Solidarity Law, regulations to be issued under its framework or whether our regulatory obligations may be increased, which could result in higher taxes, amendments to the tariff structure, or any other obligations that could increase our costs and adversely affect our financial situation.
Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may affect our Liquids business.
We extract LPG and natural gasoline from natural gas delivered to the Cerri Complex and sell LPG and natural gasoline. As a result of the deterioration of our Natural Gas Transportation segment, operations relating to our Liquids production and commercialization have represented more than 50% of our total revenues between 2004 and 2017 and during fiscal years 2021 and 2022.
Over the last few years, the price of Liquids has experienced high levels of volatility. Factors affecting prices include weak demand levels from emerging markets, significant variations in production and storage levels, and climate and geopolitical issues such as the Russia-Ukraine and Middle East conflicts, the ability of the OPEC and other crude oil producing nations to set and maintain crude oil production levels and prices; macroeconomic conditions, including inflation and increase in interest rates. It is expected that volatility and fluctuations maintained in the future.
We cannot predict how these factors will influence LPG and natural gasoline prices and we have no control over them. Price volatility curtails the ability of industry participants to adopt long-term investment decisions given that returns on investments become unpredictable. A substantial or extended downturn in the international prices of Liquids could have a material adverse effect on our business, operating results, and financial condition, as well as the market value of our shares or ADSs.
In the past, the Argentine government has imposed duties on exports, including exports of natural gasoline and LPG products that we export. Currently, in accordance with the Solidarity Law and Decree 488/2020 export duties on the Liquids products that we exported are 8%. For further information, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
In addition, after the issuance of Resolutions Nos. 1,982/11 and 1,991/11 (the “Gas Charge Resolutions”), the natural gas processing charge created by Decree No. 2,067/08 (the “Natural Gas Processing Charge”) increased from Ps.0.049 to Ps.0.405 per cubic meter of natural gas effective from December 1, 2011, representing a significant increase in our variable costs of natural gas processing.
In order to avoid an adverse effect on our Liquids business, we initiated legal proceedings against Decree No. 2,067/08 and the Gas Charge Resolutions, including the Government, ENARGAS and the former Ministerio de Producción y de Planificación Federal, Inversión Pública y Servicios (the “MPFIPyS”) as defendants.
On March 28, 2016, the former Ministry of Energy issued Resolution No. 28 (“Resolution 28”), which instructs ENARGAS to take all the necessary measures to reduce to zero the Natural Gas Processing Charge starting April 1, 2016. Since that date, we have not been required to pay for the Natural Gas Processing Charge. However, Resolution 28 did not invalidate the Natural Gas Processing Charge or Gas Charge Resolutions for the period in which they were in force, for which reason the judicial action is still ongoing. On March 26, 2019, we were served notice of the first instance judgment rendered in the proceedings, which upholds the legal action filed by us and declares the unconstitutionality of Executive Decree No. 2,067/08, MPFIPyS Resolution No. 1451/08 and the Gas Charge Resolutions, and Section 53 and 54 of Act No. 26,784 (General budget of the National Public Administration for the fiscal year 2013), as well as of any other act aimed at enforcing Executive Decree No. 2,067/08, and therefore declares invalid said regulations. On March 29, 2019, the Secretary of Energy appealed the judgment, which appeal was granted on April 3, 2019. On December 1, 2020, the judge resolved to extend the injunction (medida cautelar) for six months, or until the award becomes final. On May 14, 2021, we were notified that such judgment (i) was revoked, and (ii) costs were imposed for both instances in the order caused. For additional information, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings—Tax Claims.”
Any new regulations regarding the cost and availability of the natural gas used in the production of Liquids and the effect of the continuing decline or volatility in international prices of LPG or natural gasoline could cause our operating margins to drop significantly and materially adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, the Government could modify the current taxes and export/import regulations in a manner that could adversely affect our financial condition and results of operations.
Our business, financial condition and results of operations have been, and may continue to be, adversely affected by the ongoing COVID pandemic and the emergence of a pandemic-level disease or threat to public health.
Outbreaks of contagious diseases and other adverse public health developments affecting us and/or the third parties on which we rely, could have a material and adverse effect on our business, financial condition and results of operations.
The COVID pandemic has introduced uncertainty in a number of areas of our business, including our operational, commercial and financial activities. The COVID pandemic has impacted, and is continuing to impact, many aspects of society, including the operation of healthcare systems, global travel, supply and labor markets and other business and economic activity worldwide. Argentina and countries around the world have, at times during the pandemic, issued and implemented quarantines, vaccine and masking mandates, executive orders and other similar government orders, restrictions and recommendations for their residents to help control the spread of COVID. Such orders, mandates, restrictions and/or recommendations have, at times during the pandemic, resulted in widespread interruptions and closures of businesses, including healthcare systems that serve people living with addiction and serious mental illness, work stoppages, slowdowns and/or delays, remote work policies and travel restrictions, among other effects.
COVID has also impacted negatively, and may continue to impact negatively, global economic activity, demand for energy including NGL and funds flows and sentiment in the global financial markets.
The outbreak of the coronavirus has caused significant social and market disruption. Any prolonged restrictive measures put in place in order to control an outbreak of a contagious disease or other adverse public health development such as the ongoing COVID outbreak, may have a material and adverse effect on our business operations, financial condition or operational results. Our activity has been declared essential during the COVID pandemic; therefore, we adopted all necessary measures to ensure the continuity of our operations such as reverting isolated cells for essential operation workers during the peaks of the COVID and carried out frequent antigen tests for rapid detection of positive cases, among other measures.
The long-term effects to the global economy and the Company of the COVID pandemic are difficult to assess or predict and may include a further decline in the market prices of our Shares and ADSs, risks to employee health and safety, risks for the deployment and logistic of our services and reduced sales mainly in the Liquids business segment. Our share price has recently declined significantly, due in part to the impact of the COVID.
The COVID pandemic has caused, and may continue to cause, varying degrees of disruption to our employees, our communities and our business operations. While we have continued to operate our facilities and to performed essential works in our facilities without interruption throughout the pandemic, any prolonged labor or supply chain shortages at our facilities could impact our ability to receive revenue in a timely matter.
The COVID pandemic has also impacted, and may continue to impact, the regulatory agencies with which we interact. For example, travel restrictions, social distancing, quarantine protocols and other protective measures may impact the timelines and way the ENARGAS, the Secretary of Energy and other regulatory agencies conduct regulatory activities, which may, in turn, negatively impact expected timelines for regulatory measures and approvals, which could have an adverse effect on our business and the market price for our ordinary shares.
We cannot assure the duration and consequences of COVID or any other disruptions that may arise in government intervention or other measures, or the possibility of other economic effects on the stock market, foreign exchange rates and otherwise. Any such negative impact could result in a material adverse effect on our business, liquidity, financial conditions, results of operations and trading price of our common shares and ADSs.
Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production.
Between 2005 and 2015, we sold all our ethane to PBB under a long-term agreement that expired on December 31, 2015, which was subsequently renewed on an annual basis until May 1, 2018, and then on a monthly basis until September 6, 2018, the date on which we entered into a new agreement with PBB. The agreement is retroactive as of May 1, 2018 and will expire on December 27, 2027.
Pursuant to this agreement, the ethane price is calculated in U.S. dollars and is subject to adjustments, the natural gas price, the quality of the ethane shipped by us and transportation tariffs and charges, among others. This agreement also includes take or pay (“TOP”) and deliver or pay (“DOP”) commitments for minimum annual quantities. Under these terms, if one party does not comply with the applicable TOP or DOP condition, that party will be required to compensate the other party.
In the past, PBB suffered several adverse operational conditions that affected its capacity to purchase our ethane production. We cannot assure you that these adverse conditions affecting PBB will not recur in the future or that PBB will be able to satisfy its obligations under the new purchase agreement. Likewise, if we are not able to renegotiate such agreement at maturity on terms similar to those in effect, our financial condition and results of operations could be adversely affected.
The affirmative and restrictive covenants in outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks.
The terms of our outstanding indebtedness provide for numerous affirmative and restrictive covenants that limit our ability to, among other things:
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.
These restrictions may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants by us or the failure by us to meet any of these conditions could result in a default under any or all of such indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions and the renegotiation of the public works and licenses process. In addition, if we are unable to generate sufficient cash flow from operations, we may be required to refinance outstanding debt or to obtain additional financing. We cannot assure you that a refinancing would be possible or that any additional financing would be available or obtained on acceptable terms.
Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.
We maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover our assets against loss for physical damage and loss of revenue, and also third-party liability. However, we cannot assure you that the scope of damages suffered in the event of a natural disaster or catastrophic event would not exceed the policy limits of our insurance coverage. We maintain all-risk physical damage coverage for losses resulting from, but not limited to, earthquakes, fire, explosions, floods, windstorms, strikes, riots, mechanical breakdowns and business interruption. Our level of insurance may not be sufficient to fully cover all losses that may arise in the course of our business or insurance covering our various risks may not continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in the future. We may be materially and adversely affected if we incur losses that are not fully covered by our insurance policies or if we are required to disburse significant amounts from our own funds to cover such losses.
Changes in the interpretation by the courts of labor laws that tend to favor employees could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
In addition to our employees, we rely on several third-party service providers to outsource certain services. We follow very strict policies to control the compliance by such third-party service providers with their labor and social security obligations. However, due to changes in the interpretation by the courts of labor laws that tend to favor employees in Argentina, companies’ labor and social security obligations toward their own employees and employees of third-party service providers have significantly increased. As a result of the foregoing, potential severance payment liabilities have significantly increased, and in the event any third-party service provider fails to duly comply with its labor and social security obligations towards its employees, we may be faced with litigation by employees of such third-party service provider to hold us liable for the payment of any labor and social security obligations defaulted on by any such third-party service provider. Therefore, our labor costs may increase as our indemnification responsibilities and costs expand, adversely affecting the results of our operations.
We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations in the event of an unfavorable ruling.
We are part of administrative proceedings and judicial claims, some of which have been pending resolution for several years. Our business may expose us to litigation relating to labor, environmental, health and safety matters, regulatory, tax and administrative proceedings, governmental investigations, tort claims and contract disputes and criminal prosecution, among other matters. In the context of these proceedings, we may be required to pay fines or money damages and we also may be subject to complementary sanctions or injunctions affecting our ability to continue our operations. While we may contest these matters vigorously and make insurance claims when appropriate, litigation and other proceedings are inherently costly and unpredictable, making it difficult to estimate accurately the outcome of actual or potential litigation or proceedings. Although we may establish provisions, as we deem necessary, the amounts that we reserve could vary significantly from any amounts we pay due to the inherent uncertainties in the estimation process.
For additional information on the material proceedings in which we are involved, see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
Our operations are subject to environmental, occupational health and safety regulations.
We operate an extensive network of natural gas pipelines, including numerous compressor plants, the Cerri Complex and the logistic and storage facilities of Puerto Galván. All these facilities are located throughout the territory of Argentina and are subject to federal and provincial laws, as well as to the supervision of governmental agencies and regulatory authorities in charge of enforcing environmental laws and policies. We operate in compliance with applicable laws and in accordance with directives issued by ENARGAS. For this reason, it is possible that we could be subject to controls, which could result in penalties imposed on us.
We utilize a certified safety, occupational health, environment and quality management system in accordance with international standards ISO 14001, ISO 9001 and OHSAS 18001. It includes operational controls that are documented and monitored regularly. However, we cannot assure you that these controls will be effective or that our time of response to incidents will be adequate.
In addition, future regulation may require us to comply with additional safety, occupational health, environmental and quality controls or standards. We cannot assure you that, in the future, additional regulation could be issued requiring us to make new investments in order to comply with such safety, health and environmental laws and regulations.
Our operations could cause environmental risks and any change in environmental laws could increase our operating costs.
Some of our operations are subject to environmental risks that could arise unexpectedly and cause material adverse effects on our operational results and financial condition. In addition, the occurrence of any of these risks could lead to personal injury, loss of life, environmental damage, repair and expenses, equipment damage and liability in civil, criminal and administrative proceedings. We cannot assure you that we will not incur additional costs related to environmental issues in the future, which could adversely affect our operational results and financial condition. In addition, we cannot ensure that our insurance coverage is sufficient to cover the losses that could potentially arise from these environmental risks.
Moreover, we are subject to a broad range of environmental legislation, both in Argentina and in other countries where companies we have interests in are located.
Local, provincial and national authorities in Argentina and other countries where companies we have interests in are located may implement new environmental laws and regulations and may require us to incur higher costs to comply with new standards. The imposition of more stringent regulatory and permit requirements in relation to our operations in Argentina could significantly increase the costs of our activity. We cannot predict the effects of the implementation of any new environmental laws and regulations on our financial condition and operational results.
We may face competition.
Historically, the construction and operation of natural gas processing plants located in the Province of Neuquén has increased competition in our Liquids sector as our customers could satisfy their product demand with alternative suppliers. In the past, we have been able to mitigate this competition by entering into agreements with natural gas producers that limited their ability to make investments in natural gas processing plants.
Although the construction of gas processing plants upstream of the Cerri Complex requires significant investments, additional gas processing facilities may be constructed could result in lower volumes or inferior natural gas quality of the natural gas arriving at the Cerri Complex in the future. Therefore, there is a risk that additional gas processing at the MEGA plant could result in lower volumes or lesser quality gas arriving at the Cerri Complex in the future, or that other projects that may be developed upstream of the Cerri Complex could adversely affect our revenues from Liquids production and commercialization services. In order to guarantee access to natural gas to be processed in the Cerri Complex we have obtained the commitment of natural gas producers to not build natural gas processing plants upstream of the Cerri Complex during the term of such long-term agreements.
Regarding our Other Services business segment, we operate in a market with strong participants, many of which may have extensive and diversified know-how or operating experience and financial resources like or significantly greater than ours. While it is still unclear the future measures to be taken by the Government regarding its energetic policy, the development of the natural gas industry in Argentina is essential for the country’s economic growth. All future business that our competitors or we can develop will depend on the production of natural gas. The Government (or any other entity on its behalf) might not issue the necessary regulations to encourage natural gas producers to develop new projects involving natural gas output.
Our competitors may be able to invest more for productive natural gas properties than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer.
As a result of the above, an increased number of competitors could reduce the quality of the natural gas available for its processing, our ability to attract and retain quality personnel or raising additional capital. In addition, an increase in competition could affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. This would adversely affect our business, results of operations and financial condition.
Additionally, our principal competitor in the gas transportation business is Transportadora de Gas del Norte S.A. (“TGN”). We compete with TGN on a day-to-day basis for natural gas interruptible transportation services and from time to time for new natural gas firm transportation services made available as a result of expansion projects to the natural gas distribution companies to which both we and TGN are either directly or indirectly connected (Camuzzi Gas Pampeana S.A., Metrogas S.A. and Naturgy Argentina S.A.). We compete directly with TGN for the transportation of natural gas from the Neuquina basin to the greater Buenos Aires area. In addition, in the future other participants may successfully penetrate our market and connect with our main customers which could affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Currently the development of Vaca Muerta depends on the availability of transport infrastructure. In particular, most of natural gas production from the Neuquina basin is transported through Neuba I and Central Oeste pipelines these pipelines are currently working close to full capacity. If Vaca Muerta production grows at a greater pace than its capacity expands, a potential lack of transportation capacity may limit our the development of new businesses and increase competition affecting our financial condition and results of operations.
On February 7, 2022, the Secretary of Energy issued Resolution No. 67/2022 whereby the Natural Gas Pipeline System Program was created and the construction of the President Néstor Kirchner Natural Gas Pipeline (the “NK Pipeline”) was declared of public interest. Also, by means of Decree No. 76/2022 of February 11, 2022, the concession of such natural gas pipeline was granted to IEASA for a term of 35 years.
In a first stage, the construction of the NK Pipeline will connect the town of Tratayén in the Province of Neuquén with the town of Salliqueló in the Province of Buenos Aires, where it will be connected to the natural gas pipeline system operated by us. The second stage will consist of the construction of the gas pipeline section to San Jerónimo in the south of the Province of Santa Fé. The first stage of this pipeline will length 356 miles, while the total length it is plan in 648 miles.
The construction of a new pipeline by a third party could affect our results of operations as the interruptible natural gas transport volumes and the availability of natural gas that arrives at the Cerri Complex for processing could be diminished.
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
Credit ratings are assigned to the Company and its subsidiaries. The credit ratings are based on information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by the credit ratings of Argentine Government bonds and general views regarding the Argentine financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade, suspension or withdrawal in our credit ratings could result in, among others, the following: (i) increased funding costs and other difficulties in raising funds; (ii) the need to provide additional collateral in connection with financial market transactions; and (iii) the termination or cancellation of existing agreements. As a result, our business, financial condition and operational results could be materially and adversely affected.
Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies.
We depend on a variety of internet-based data processing, communication, and information exchange platforms and networks. Although we have extended our security policy to cover industrial systems, reinforcing our defenses in case of denial of service and increasing the monitoring of suspicious activities, our technologies, systems and networks and those of our business associates may be exposed to cyberattacks and other cybersecurity incidents in the normal course of business, which could lead to disruptions in critical systems (such as our electronic flow measurement system and distributed control systems), the unauthorized release of confidential or protected information, corruption of data or other disruptions of our business operations.
Information security risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. More recently we extended remote work environments which may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.
Our information technology infrastructure is critical to the efficient operation of our business and is essential to our ability to perform day-to-day operations. Breaches in our information technology infrastructure or physical facilities, or unauthorized access or other loss of information or other disruptions, could result in damage to our assets, safety incidents, legal claims, potential liability or the loss of contracts, damage our reputation, and could have a material adverse effect on our operations, financial position and results of operations.
Our natural gas transportation systems and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Our natural gas transportation systems and processing facilities are at risk of mechanical or electrical failures and may experience periods of unavailability affecting our ability to comply with our contracts with customers. Any unplanned unavailability of our natural gas transportation systems and processing facilities may adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations, as we may be subject to fines or penalties under our contracts with customers.
Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks.
Our facilities or the third-party infrastructure that we rely on may be damaged by flooding, fires and other catastrophic disasters arising from natural or accidental or intentional human causes. We could experience severe business disruptions, significant decreases in revenues based on lower demand as a result of catastrophic events, or significant additional costs to us not otherwise covered by business interruption insurance clauses. There may be a significant time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry nonrecoverable deductible amounts, and in any event are subject to caps per event. In addition, any of these events could adversely affect the demand of natural gas by some of our customers and of consumers generally in the affected market. Some of these considerations, among others, could materially and adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
We are subject to anti-trust, sanctions, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse effect on our business.
We are subject to anti-trust, sanctions, anti-bribery and anti-money laundering laws. Although we maintain policies and processes intended to comply with these laws, including a review of our internal control over financial reporting, we cannot ensure that these compliance policies and processes will prevent intentional, reckless or negligent acts committed by our officers or employees. If our officers or employees fail to comply with any applicable anti-trust, anti-corruption, anti-bribery or anti-money laundering laws, they may be subject to criminal, administrative or civil penalties and other remedial measures, which could have material adverse effects on our business, financial condition, results of operations and prospects.
On March 1st, 2018, Law No. 27401 entered into force (the “Law 27401”). This Law modifies the Argentine Criminal Code (“ACC”) and imposes criminal liability to private legal persons, whose corporate capital is either national or foreign, with or without state ownership. The Law 27401 imposes criminal liability to legal persons for the following crimes: (i) Local or international bribery and influence peddling (section 258 and 258bis of the ACC); (ii) Negotiations incompatible with public office (section 265 of the ACC); (iii) Extortion by public officers (section 268 of the ACC); (iv) Unjust enrichment by public officers and employees (section 268 (1) and (2) of the ACC); (v) Falsification of balance sheets and reports (section 300 bis of the ACC). Legal persons are liable for the abovementioned crimes when, either direct or indirectly, the entity intervened in the commission of the crime or when someone acted in his name, interest or benefit for said purpose; even when this individual had no powers to do so, provided that the legal person ratified the act. The legal person will not be criminally liable when the entity reported a crime set forth by the Law 27401 as a consequence of the entity´s internal detection and investigation; the corporate implementation of a proper system of control and supervision in accordance with the Law 27401 and prior to the facts under investigation; and after returning the benefit obtained. In relation to this, the Law 27401 highlights the importance of “Integrity Programs” or “Internal Rules of Compliance” adopted by the legal person before the commission of the crime, and hence it is important to implement this type of rules into the legal person.
In the framework of Law 27401 on Criminal Responsibility of Legal Entities, we have implemented an Integrity Program. It should be noted that prior to the enactment of Law 27401, we already had a Code of Conduct and a Whistleblowing Hotline. It is also important to note that, as we are a publicly traded company, we are subject to the provisions issued by the CNV, as well as the provisions of the General Companies Law and other regulations issued by the competent authorities in the matter. (see “Item 16B. Code of Ethics”).
In addition, we are subject to economic sanctions regulations that restrict our dealings with certain sanctioned countries, individuals and entities. In the ordinary course of business, we deal with different suppliers, contractors, vendors and counterparties that may become subject to sanctions. It is possible that existing sanctions regimes may be widened or that new sanctions may be imposed on our counterparties, by the United States, the European Union, the United Kingdom or other jurisdictions. Although we take steps to comply with applicable laws and regulations, should these suppliers, contractors or vendors become sanctioned or the sanctions regime with respect to these entities be widened and we no longer can rely on such suppliers, contractors or vendors, or should we fail to successfully comply with applicable sanctions, we may face negative legal and business consequences.
There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of law by our affiliates, employees, directors, officers, partners, agents and service providers or that any such persons will not take actions in violation of our policies and procedures. Any violations by us of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on our reputation, business, financial condition, results of operations and prospects.
Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors.
Our current and future performance and the operation of our business are dependent upon the contributions of our senior management and our skilled team of engineers and other employees. We depend on our ability to attract, train, motivate and retain key management and specialized personnel with the necessary skills and experience.
Further, COVID poses a threat to the well-being and morale of our employees. In response to the COVID pandemic, we formally established a COVID team focused on developing and implementing several safety measures to help our employees manage their work and personal responsibilities, with a strong focus on employee well-being, health and safety. The COVID team established an information campaign to provide employees an understanding of the virus and safety measures, as well as timely updates from governmental regulations.
There is no guarantee that we will be successful in retaining and attracting key personnel and the replacement of any key personnel could be difficult and time-consuming. The loss of the experience and services of key personnel or the inability to recruit suitable replacements and additional staff could have a material adverse effect on our business, financial condition and results of operations.
Climate change could impact our operating results, access to capital and strategy.
There is an increased attention on greenhouse gas (“GHG”) emissions and climate change from different sectors of society. Argentina agreed the consensus reached in 2015 United Nations Climate Change Conference adopted by consensus the Paris Agreement. The Paris agreement sets a goal to GHG emission reduction and defined targets to limit global temperature increases. International treaties together with increased public awareness related to climate change may result in increased regulation to reduce or mitigate GHG emissions. In addition, if we are unable to follow the pace in which society is moving toward energy transition would adversely impact demand for our services, affecting our results of operations and financial condition.
In addition, environmental laws that may be implemented in the future could increase litigation risks and have a material adverse effect on us. For example, in 2019, the Argentine Congress enacted Law No. 27,520 on Minimal Standards on Global Climate Change Adaptation and Mitigation, which focused on implementing policies, strategies, actions, programs and projects that can prevent, mitigate or minimize the damages or impacts associated with climate change.
Compliance with national and local legal and regulatory changes relating to climate change may in the future increase our costs to operate and maintain our facilities, capital expenditures to install new emission and manage any GHG emissions program may increase our operational expenses. In addition, the effects upon natural gas industry relating to climate change and the resulting regulations and regimes promoting alternative energy resources may also lead to declining demand for natural gas, or Liquids in the long-term.
The physical effects of climate change such as, but not limited to, increases in temperature and sea levels and fluctuations in water levels could also adversely affect our operations and supply chains.
Stakeholder groups are also putting pressure on commercial and investment banks to stop financing fossil fuel companies. According to press reports, some financial institutions have started to limit their exposure to fossil fuel projects. Accordingly, our ability to use financing for these types of future projects may be adversely affected. These factors could have a negative impact on the demand for our products and services and may jeopardize or even impair the implementation and operation of our business, adversely impacting our operating and financial results and limiting our growth opportunities.
Our activities are subject to social and reputational risks, including the potential for protests by members of the local communities.
Although we are committed to maintain good relationships with local communities and to operate our business in a socially responsible manner, we may face opposition from local communities. For example, several of our operations are carried out in the province of Neuquén, Argentina. Local communities, including indigenous communities, often demonstrate in various forms of protest. Such as blocking roads or blocking access, which could indirectly lead to negative impact on commercial activities. Although we consider our relationship with local communities, including indigenous communities to be good, we cannot assure you that any blockade or demands will not impact our operations. These actions could have an adverse effect on our reputation, financial condition and results of operations. Additionally, if any operational incident occurs that affects those communities we will need to incur in additional costs and expenses in order to restore affected areas and compensate for any damages we may cause. These additional costs may have a negative impact on the profitability of the projects we may decide to undertake.
The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
We currently have cash and cash equivalents deposited and fixed term deposits in several financial institutions significantly in excess of insured levels, including, at times, a significant proportion of our cash balance. For example, with regards to our accounts in the United States, while the U.S. Federal Deposit Insurance Corporation provides deposit insurance of US$250,000 per depositor, per insured bank, the amounts that we have in deposits in U.S. banks far exceed that insurance amount. Therefore, if the U.S. government does not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits. We also maintain cash deposits in banks in Argentina and in other countries, some of which are not insured or partially insured by other similar agencies. If any of the financial institutions in which we have deposited funds ultimately fails, we may lose our uninsured deposits at such financial institutions, and/or we may be required to move our accounts to another financial institution, which could cause operational difficulties, such as delays in making payments to our partners and employees, which could have an adverse effect on our business, financial condition, results of operations and cash flows.
Risks Relating to Argentina
We are a stock corporation with limited liability (sociedad anónima) incorporated and organized under the laws of Argentina. Our financial condition and results of operations depend to a significant extent on economic, regulatory and political conditions prevailing in Argentina, the exchange rate between the peso and the U.S. dollar and the reference international prices of Liquids because a significant portion of our revenues (65% of our total consolidated revenues from sales for the year ended December 31, 2022), most of our capital expenditures, almost all of our debt obligations and the cost of natural gas used in our Liquids business are denominated in U.S. dollars, but substantially all of our assets are located in Argentina, and our functional currency is the peso.
Argentina’s public debt may not be sustainable in the near future.
After the primary elections results of August 2019, the international markets casted doubt on Argentina’s debt sustainability. In view of this, the country risk indicator raised to 2,200 basis points, topping-off a depreciation of bond prices. Also, on August 29, 2019 by Decree No. 596/2019 the Government announced a debt profiling consisting of (i) an extension on the payment term for short-term local bonds, only for institutional investors that will receive the full payment over terms of three and six months (15% on the original maturity date, 25% and 60% at 3rd and 6th month of the original maturity date, respectively), but not for natural persons who acquired the bonds before July 31, 2019, who will receive full payment on the maturity date; (ii) a proposal to the Argentine Congress of a bill to extend maturity dates of other local bonds, without reduction on the capital or interest; (iii) a proposal to extend the maturity dates of foreign bonds; and (iv) after achieving fiscal goals, the start of talks with the International Monetary Fund (the “IMF”) in order to reprofile the deadlines to reduce the default risk in 2020 and 2023.
As a result of the foregoing, Argentina’s credit rating was downgraded in August 2019 and further downgraded in December 2019 to near-default status by both Fitch and S&P after the Government publicly stated that it would delay payments on its short-term dollar-denominated local debt.
Fitch cut Argentina’s long-term issuer rating two notches to “restricted default” from CC, after the Government announced by decree that it would extend payments on US$9.1 billion in dollar-denominated Treasury bills until August 31, 2020. According to Fitch’s criteria, Argentina has defaulted on its sovereign obligations, and this development constitutes a “distressed debt exchange”. S&P also downgraded Argentina’s credit rating to “selective default” from CCC-, while Moody’s foreign issuer rating for Argentina is Caa2.
On June 20, 2018, the IMF’s Executive Board approved the largest stand-by arrangement in the Fund’s history, in support of Argentina’s 2018-21 economic program. After an augmentation in October 2018, access under the arrangement amounted to US$57 billion (1,227% of Argentina’s IMF quota). The program considered only four of the planned twelve reviews, and did not fulfill the objectives of restoring confidence in fiscal and external viability while fostering economic growth. The arrangement was canceled on July 24, 2020.
The economic plan presented by the former administration to access such IMF program sought to strengthen the country’s economy by restoring market confidence through a coherent macroeconomic program that would reduce financing needs, place Argentina’s public debt on a firm downward trajectory and strengthen the plan of inflation reduction through more realistic inflation targets and the strengthening of the BCRA’s independence. The main parts of the economic plan were: (i) the restoration of market confidence, (ii) protection of the most vulnerable segments of society by adjusting the national budget for social protection, (iii) strengthening the credibility of the BCRA inflation targeting framework, and (iv) a progressive reduction of the impossibility of payment.
The government’s decision to extend payments on its short-term notes constitutes the second such delay of payments in five months. In February 2020, the IMF has also publicly stated its concerns about the sustainability of Argentina’s public debt and suggested that a definitive debt operation—yielding a meaningful contribution from private creditors—is required to help restore debt sustainability with high probability. As of the date of this Annual Report, Argentina’s public debt load stands at US$323 billion, including loans from the IMF. Outstanding debt with private bondholders is approximately US$121 billion.
On April 21, 2020, the Argentine government launched an exchange offer with the aim to refinance its external debt in a way that does not compromise development and Argentina’s growth potential in the coming years. On August 17, 2020, the Argentine government presented its amended bond restructuring offer to the SEC. In August 31, 2020, the Argentine government announced the results of its restructuring bond offer, announcing that the holders owned 93.5% of the principal of the outstanding bonds and that such participation percentage was subsequently increased to 99% by virtue of the application of the collective action clauses of the restructured bonds. After the consummation of its restructuring bond offer, in September 2020 , Moody’s and S&P raised Argentina’s credit rating to CCC, Ca and CCC +, respectively.
On August 8, 2020, Law No. 27,556 on restructuring debt instrumented in public securities denominated in Dollars and issued under Argentine law through a swap operation (Ley N° 27.556 sobre la reestructuración de la deuda pública instrumentada en títulos públicos denominados en Dólares Estadounidenses y emitidos bajo ley argentina mediante una operación de canje). On August 18, 2020 and through Resolution N° 381/2020, the Ministry of Economy began the period of acceptance for the offer of the restructuring, which procedure was detailed in Law No. 27,556 (such Law was in force until September 15, 2020). The “net present value” paid for the securities exchanged was about Ps.53.5 per Ps.100 of face value, discounted at a 10% exit rate, for securities issued during 2015-2019 and about Ps.59.5 for those previously issued in 2005 and 2010. Subsequently, after the end of the early accession period, on September 4, 2020 the Argentine government communicated that the invitation to exchange securities denominated in foreign currency issued under Argentine law had an acceptance equivalent to 98.80% of the total amount of outstanding capital of all eligible securities.
In addition, the Government has also carried out a debt restructuring which resulted in an exchange premium of 130% and a loss of international reserves of US$1.3 billion to smooth the depreciation of the official exchange rate. Initially, currency controls were partially relaxed and the market responded positively, the premium of the exchange rate was reduced to 85% and the loss of international reserves was drastically reduced.
In addition, on June 22, 2021, the Minister of Economy requested the members of the Paris Club to postpone for one year the payment of US$2,400 million maturing on May 30, 2021. Pursuant to the terms of such agreement, the Argentine Government will make a partial payment of US$430 million in order to avoid the declaration of default, instead of canceling the entirety of the debt. On March 22, 2022 Argentine and the Paris Club agree an extension of this agreement, afterwards, the Argentine Government shall negotiate a complete debt restructuring.
The IMF has held several rounds of meetings with the Government to discuss the recent macroeconomic developments and learn more about the economic plans and policies of the Fernandez Administration. The Argentine authorities are moving to address the difficult economic and social situation facing the country and have implemented a set of policies to address the poverty, while also taking steps to stabilize the economy and secure a sustainable and orderly resolution of Argentina’s debt situation.
In March 2022, the IMF’s executive board approved a 30-month extended fund facility to extend maturities for approximately US$44.1 billion disbursed in 2018 and 2019. The loan aims to provide Argentina with balance of payments and budget support backed by measures designed to strengthen debt sustainability, tackle inflation, boost reserves, address the country’s social and infrastructure gaps and promote inclusive growth, the fund added. Risks to the program are exceptionally high and spillovers from the war in Ukraine may materialize in the short term. This transaction provides funds that will strengthen reserves and allow Argentina to push out payments owed from the 2018 IMF program that failed to stabilize the economy. As part of transaction, the Government has committed to reducing its primary fiscal deficit, weaning off money printing from the central bank and rebuilding reserves, among several objectives.
Finally, on October 12, 2022, the IMF concluded the second review of the agreement, allowing for an immediate disbursement of approximately US$ 3.8 billion.
As of the date of this Annual Report, it is not possible to predict the impact that the measures relating to Argentina’s debt restructuring nor any future economic plan that the Government may implement will have on the Argentine economy. Furthermore, the long-term impact of these measures and any measures future of the current administration in the Argentine economy remains uncertain.
Likewise, the impact of COVID on the main macroeconomic variables and social indicators led the Government to implement a series of measures in order to stabilize the country. As of the date of issuance of this Annual Report, it is not possible to predict the impact that such measures will have and if they will succeed to stabilize the economy and balance the fiscal balance and the trade, inflation, poverty, unemployment and country risk. Any other measure could be detrimental to the economy and adversely affect our business, results of operations and financial situation.
Moreover, difficulties by Argentina and Argentine issuers in accessing international capital markets continue. Without access to the international financial markets the Government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country’s economy and, consequently, on our activities. Failure of Argentina to restructure its debt could cause Argentina to default in the payment of its public debt, which could materially and adversely affect our business, financial condition and results of operation, and our ability to meet our financial obligations, as it could have a direct impact on our customers’ ability to pay for our products and services, the demand for energy and our ability to access local and international markets to finance our operations and our growth. In addition, we cannot predict the outcome of any future restructuring of Argentine sovereign debt.
Argentina’s fiscal situation could limit the country’s access to the capital market and adversely affect the Argentine economy.
In recent years, Argentina has substantially increased public expenditure. In 2016, government spending increased by 42.8% as compared to 2015, resulting in a primary fiscal deficit of 4.2% of GDP for 2015. In 2017, government spending increased by 25.9% as compared to 2016, resulting in a primary fiscal deficit of 3.8% of GDP for 2017. In 2018, government spending increased by 13.1% as compared to 2017 resulting in a primary fiscal deficit of 2.4% of GDP for 2018, but while the primary fiscal deficit decreased compared to 2017, the financial deficit (interest rates of the international debt with IMF) increased to 2.8%, resulting in a total deficit of 5.2% for the year 2018. In 2019, government spending increased by 36.2% as compared to 2018, resulting in a primary fiscal deficit. In 2020, government spending increased by 52.7% as compared to 2019 resulting in a primary fiscal deficit. In 2021, government spending increased by 77% as compared to 2020.
In addition, because of the economic impact of COVID and the national quarantine, in order to stimulate the economy and meet the needs of the neediest sectors of the population, the Argentine government has considerably increased public spending. In this sense, the Argentine government adopted various measures to finance such public spending, including, among other things, others, the use of the resources of the BCRA and ANSES, and has used the issuance of money as fundraising tool. The primary fiscal deficit for 2021 turned out to be 3% in GDP terms.
Argentina’s primary fiscal deficit reached 2.4% of GDP in 2022. Thus, the government reached the target set forth in the agreement with the IMF and reduced the imbalance in the public accounts in 2021.
The increase in public spending occurs due, for example, to the benefits of the security social, financial aid to provinces with financial problems and increased spending on public works and subsidies, including subsidies to the energy and transport sectors.
Further deterioration of fiscal accounts could negatively affect government capacity to access long-term financial markets.
In relation to the agreement signed with the IMF in 2018, the Macri government committed to address fiscal solvency and therefore took steps to curb the fiscal deficit through the reduction of gas and transportation subsidies and other expenses. Similar measures to reduce Argentina’s fiscal deficit were agreed in the most recent IMF agreement. In the past, these policies have caused a rise in prices and thus have had a negative impact on the power purchasing power of consumers. After taking office in 2019, the current government, within the framework of the Solidarity Law, serving the most vulnerable sectors, have taken a series of measures that have slowed the reduction of public spending.
The application of new measures in the future could also have negative effects. In addition, the federal government’s primary fiscal balance could be adversely affected if public spending increases faster than income in the future. On the other hand, weaker fiscal results than expected in Argentina could have a material adverse effect on the economy of this country.
The Government’s ability to access the long-term financial markets to finance such deficit is limited given the high levels of public sector indebtedness. The inability to access the capital markets to fund its deficit or the use of other sources of financing may have a negative impact on the economy and could limit the access to such capital markets for Argentine companies, which could adversely affect our business, financial condition and results of operations.
Certain risks are inherent in any investment in a company operating in an emerging market such as Argentina.
Argentina is an emerging market economy and investing in emerging markets generally carries risks. According to a statement from MSCI Inc., Argentina was considered an emerging market until June 2021, when it was reclassified as stand-alone market. According to MSCI index countries classified as stand-alone markets are those that are currently partially or fully closed to foreign investors, where stock lending and short selling are activities that are either not developed or completely prohibited, with small capital markets and political tensions.
Risks include political, social and economic instability that may affect Argentina’s economic results, which can stem from many factors. In general, Argentine economic conditions are dependent on a variety of factors, including, but not limited to, the following: (i) domestic production, international demand and prices for Argentina’s principal export commodities, (ii) the competitiveness and efficiency of domestic industries and services, (iii) the stability and competitiveness of the peso against foreign currencies and exchange controls, (iv) high interest and inflation rates, (v) Argentina’s fiscal and trade deficits, (vi) Argentina’s public debt level, (vii) foreign and domestic investment and financing, (viii) governmental policies and the legal and regulatory environment, including import and export contracts and tax provisions, (ix) consumption levels, (x) wage and price controls and (xi) political uncertainty and social unrest.
Government policies and regulation— which at times have been implemented through informal measures and have been subject to radical shifts— that have had a significant impact on the Argentine economy in the past have included, among others: (i) monetary policy, including exchange controls, capital controls, high interest rates and a variety of measures to curb inflation; (ii) restrictions on exports and imports; (iii) price controls; (iv) mandatory wage increases and prohibition of dismissals; (v) taxation; and (vi) government intervention in the private sector.
Any of these factors, as well as volatility in the capital markets, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Economic volatility in Argentina has adversely affected and may continue to adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations depend to a significant degree on macroeconomic, political, regulatory, and social conditions in Argentina. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high and variable levels of inflation and interest rates and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time, to varying degrees, by the high volatility in Argentina, which primarily results from economic and political developments and other material events affecting the Argentine economy, such as: inflation, price controls, fluctuations in foreign currency exchange rates and interest rates; currency devaluation; governmental policies regarding tariffs, spending and investment, and other regulatory initiatives increasing government involvement with economic activity; and international conflicts, social unrest and insecurity concerns.
In 2020, 2019 and 2018, the peso experienced a rapid devaluation against major foreign currencies, particularly against the U.S. dollar. In 2019, immediately after the preliminary presidential elections (elecciones primarias, abiertas, simultáneas y obligatorias), the peso suffered a significant devaluation. According to the exchange rate information published by the Banco Nación, the peso depreciated by 22.1% against the U.S. dollar during the year ended December 31, 2021 (compared to 40.5%, 58.9% and 102.2% in the years ended December 31, 2020, 2019, and 2018). During 2022, the peso depreciated 72.5% against the U.S. dollar.
As a result of the peso’s increased volatility, in 2019 the Government announced several measures to control and restrict the ability of companies and individuals to exchange pesos for foreign currencies. Those measures include the requirement to obtain prior approval from the BCRA, which could eventually restrict the ability to exchange pesos for other currencies. Moreover, restrictions also apply to the acquisition of any foreign currency for holding as cash within Argentina and to transfer dividends abroad, among others. Additionally, the Government implemented a new tax at a rate of 30% on certain transactions involving the acquisition of foreign currency. For additional information see “Item 10. Additional Information—D. Exchange Controls.”
The ability of the Government to stabilize the foreign exchange market and restore economic growth is subject to uncertainty. The continued depreciation of the peso could have a material adverse effect on Argentina’s economy and, consequently, our business, results of operations and financial condition.
In addition, this rapid devaluation has confronted inflationary pressures, evidenced by significantly higher fuel and food prices, among other indicators. Inflation in Argentina has contributed to a material increase in our operating costs, in particular labor costs, and negatively affected our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. There can be no assurance that inflation rates will not escalate in the future, and the effects of measures adopted or that may be adopted in the future by the Government to control inflation are uncertain. See “—Government intervention in the Argentine economy could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations” and “—High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.”
The Argentine economy remains vulnerable, as reflected by the following economic conditions:
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%, 9,9% in 2019 and 2020, respectively. In 2021 the GDP increase 10.3% and in 2022 5.2%.
Argentina’s public debt as a percentage of GDP, which remains high, and as of September 30, 2022, represented approximately 79.8% 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;
reduction 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.
The current administration had to take a series of economic and health measures, given the economic context generated by COVID, not being able to reverse the fall in the GDP registered in the last years. It is not yet clear if these are policies can be sustained and the effects these measures will have on the fiscal position of the country and the economy in general.
A decline in international demand for Argentine products, a lack of stability and competitiveness of the peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, a high rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy which could lead to reduced aggregate demand and adversely affect our business, financial condition and results of operations.
As of the date of this Annual Report, the impact of the policies and measures adopted by the Government on the Argentine economy as a whole cannot be predicted. Also, we cannot predict the full future impact that changes in the application of the tax indexation procedure and related adjustments will have on our financial statements, or the effects on our effective tax rate or on our business, results of operations and financial condition. The factors described above, among other factors, may materially and adversely affect the development of the Argentine economy, which could adversely affect our business, financial condition and results of operations.
The ongoing political instability in Argentina may adversely affect the Argentine economy.
Argentina’s political and social environment has historically influenced, and continues to influence, the performance of the country’s economy. Political and social crises have affected and continue to affect the confidence of investors and the public, which has historically resulted in economic deceleration and heightened volatility in securities with underlying Argentine risk. The recent political instability in Argentina has contributed to a decline in market expectations and forecasts for the Argentine economy. The Market Expectations Survey (“REM”) issued by the BCRA still shows high levels of inflation and exchange rate evolution and activity indicators that have not yet managed to achieve economic recovery. This suggests that the weak macroeconomic conditions in Argentina may continue in the upcoming years.
The Argentine economy is also particularly sensitive to local political developments. Presidential elections take place in Argentina every four years and legislative elections every two years, resulting in the partial renewal of both chambers of Congress.
According to the corresponding authorities, the primary elections (elecciones primarias, abiertas, simultáneas y obligatorias) for president and legislative elections are scheduled for August 13, 2023 and the general elections is scheduled for October 22, 2023.
The result of presidential, as well as legislative, mid-term and full term elections may lead to changes in government policies that impact upon the Company.
We cannot provide any assurance that future economic, social and political developments in Argentina, over which we have no control, will not impair our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
The Solidarity Law and the measures that the new administration has implemented could adversely affect our results of operations and financial condition.
The Solidarity Law granted the Executive Branch broad legislative powers to ensure the sustainability of the public debt, regulated the tariff restructuring of the energy system through a renegotiation of the RTI and reordered the regulators of the energy system, among others. Likewise, the rates of public utilities for natural gas remain unchanged for a maximum period of 180 days (since December 23, 2019), which period has been extended until the RTI process concludes or the transitional tariff increase is put into effect. See “—Risks Relating to Our Business—Failure or delay in the implementation of tariff increases could have a material adverse effect on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. In addition, our inability to obtain tariff adjustments reflecting the increase in operating cost could harm the development of our Natural Gas Transportation business segment” for additional information of the current RTI.
This law also modified certain tax aspects previously modified by the administration of Mauricio Macri. As a result, the tax rate on personal property has been increased, a new 30% currency purchase tax has been created, and the previous changes in the income tax rates have been reversed, suspending the 25% reduction for the year beginning on January 1, 2020 and providing that the result of the tax inflation adjustment must be paid in six installments, instead of three installments, as previously established.
Additionally, and in order to meet the fiscal deficit, the pension adjustment system has been suspended by the Solidarity Law and finally modified by Law No. 27,609.
It is not possible to foresee the impact of this law or the measures that could be taken by the new administration at the national or provincial level, and the effect that such measures could have on the Argentine economy and on Argentina’s ability to meet its financial obligations, which could negatively affect our business, financial condition and results of operations. In addition, we cannot assure you that economic, regulatory, social and political events in Argentina will not affect our business, financial condition or the results of our operations.
Public health threats could have an adverse effect on the Argentine economy and on our business, financial condition or results of operations.
On March 11, 2020, the World Health Organization declared COVID a pandemic. In response, countries have adopted extraordinary measures to contain the spread of the virus, including imposing travel restrictions and closing borders, requiring closures of non-essential businesses, instructing residents to practice social distancing, issuing stay-at-home orders, implementing quarantines and similar actions. The ongoing pandemic and these extraordinary government measures are disrupting global economic activity and resulting in significant volatility in global financial markets. According to the IMF, the global economy has recently entered into a recession.
The Government adopted multiple measures in response to the COVID pandemic, including nationwide mandatory lockdowns. The Government has also required from time to time the mandatory shutdown of businesses not considered essential (oil and gas activities are among those considered essential and exempt from lockdown measures). COVID cases have recently risen since the last quarter of 2021 in several regions of the world as a result of the new COVID variants, in particular the Omicron and Delta variants.
In order to mitigate the economic impact of the COVID pandemic and mandatory lockdown and shutdown of non-essential businesses, the Argentine government has adopted social aid, monetary and fiscal measures. We cannot assure you whether these measures will be sufficient to prevent a severe economic downturn in Argentina, particularly if current conditions are prolonged and if Argentina’s main trading partners are concurrently facing an economic recession. However, the Government may have more limited resources at this time to support the country’ s economy; the pandemic has struck at a time when Argentina is simultaneously struggling to emerge from a two-year recession.
These temporary measures included the issuance of stay-at-home orders, closures of non-essential businesses, prohibition of layoffs without cause and suspension of workers, among others. Although these measures may help attenuate the economic impact on the Argentine economy overall, they may have a negative impact on our business and results of operations.
Although a rebound effect on economic activity was foreseeable, after the quasi-closed economy for several consecutive months as a result of the sanitary restrictions imposed due to the Covid pandemic, the improvement in the international prices of the products of Argentina’s exportable basket, the approval and massive use of vaccines - especially in the second half of the year - which allowed a greater reduction in health restrictions and the extraordinary inflow of funds as a stimulus measure from the IMF to help countries solve the effects of Covid, generated that the recovery has been greater than expected. anticipated at the beginning of the year. The GDP grew by 10.3% in 2021 and 5.2% in 2022.
Additionally, we face various risks arising from the economic impact of the pandemic and government measures which are difficult to predict accurately at this time, such as:
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; and
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.
In addition, governmental authorities may recommend or impose additional measures that could cause further significant disruptions to business activity in general. We have also modified some of our business activities by changing our cleaning procedures, implementing remote work modalities and suspending certain business activities. The impact of the COVID on the financial markets has also negatively affected borrowing costs, hedging activities, liquidity and access to capital in general, which could limit our ability to obtain financing for our operations on a timely basis, on acceptable terms or at all.
In addition, the slowdown in economic activity caused by COVID and other internal factors and ongoing changes in customer habits may result in a decrease in energy demand even after the government measures have been lifted.
We are continuously monitoring the impact of the ongoing COVID pandemic on our Company. The ultimate impact of the pandemic on our business, results of operations and financial condition remains highly uncertain and will depend on future developments outside of our control, including the intensity and duration of the pandemic and the government measures taken in order to contain the virus or mitigate the economic impact. To the extent the COVID pandemic adversely affects our business, it may also have the effect of heightening many of the other risks described in this “D.Risk Factors” section. For additional information regarding the impact of COVID on our results and financial situation, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results.”
High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Pursuant to Argentine law, the INDEC is the only institution in Argentina entitled to publish official nationwide statistics. In addition, inflation has undermined the Argentine economy and the Government’s ability to stimulate economic growth. In the past, there have been concerns regarding the accuracy of the INDEC statistics. In 2007, the INDEC changed the way it calculated inflation statistics such as CPI and WPI.
In the past, due to the lack of accuracy of the INDEC statistics, the IMF executive board issued a declaration of censure against Argentina in connection with Argentina’s breach of its obligations to provide information to the IMF under the Articles of Agreement and called on Argentina to adopt remedial measures to address the inaccuracy of inflation and GDP data without further delay. The uncertainty relating to the inaccuracy of the economic indexes and rates may lead to a lack of confidence in the Argentine economy and may, in turn, limit our ability to access credit and capital markets, which could adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
High inflation rates affect Argentina’s foreign competitiveness and social and economic inequality, negatively impact employment, consumption and the level of economic activity, and undermine confidence in Argentina’s banking system, which could further limit the availability of and access by local companies to domestic and international credit. Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the Government’s measures to control inflation may have. Increased inflation could adversely affect the Argentine economy, which in turn may have an adverse effect on our business, financial condition and results of operations.
Inflation has, in the past, materially undermined the Argentine economy and the government’s ability to foster conditions that would permit stable growth. Currently, Argentina faces inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors. Increases in inflation rates could accelerate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by Argentina to control inflation may have.
The CPI variation for the year ended on December 31, 2022, was 94,8%.
As discussed elsewhere in this Annual Report, given that the Argentine economy has been considered as hyperinflationary, since July 1, 2018, we have applied IAS 29 in our Financial Statements, which requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, be expressed in terms of the current unit of measurement at the reporting date of the reporting period. See “—Presentation of Financial and Other Information—Financial Statements and Basis of Preparation.”
In recent years, the Government has taken certain measures to curb inflation, such as implementing price controls and limiting wage increases. We cannot assure you that inflation rates will not continue to increase in the future or that any measures taken or that may be taken by the Fernández administration to control inflation will be effective or successful. High inflation rates continue to be a challenge for Argentina. Significant increases in inflation rates could have a material adverse effect on Argentina’s economy and, in turn, could increase our operating costs, in particular labor costs, and could adversely affect our business, financial condition and results of operations.
Because Natural Gas Transportation business segment sales represented 25% of our total revenues during the year ended December 31, 2022, and are denominated in pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our tariffs would decrease our revenues in real terms and adversely affect our results of operations. Further, as a consequence of the application of IAS 29, maintaining monetary assets generates loss of purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent such loss. This loss is booked in the statement of comprehensive income.
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends or imports and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
The Argentine government and the BCRA have implemented certain measures that control and restrict the ability of companies and individuals to access to the foreign exchange market. Those measures include, among others: (i) payment of imports and other purchases of goods abroad, (ii) purchase of foreign currency by residents with specific application, (iii) payment of profits and dividends, (iv) payment of capital and interest on financial indebtedness, among others, the entity shall have the prior consent of the BCRA unless it has an affidavit from the client stating that at the time of access to the exchange market: (i) all of its foreign currency holdings in the country are deposited in accounts in financial institutions and that it does not have liquid external assets available; and (ii) undertakes to liquidate on the exchange market, within five working days of its making available, those funds that it receives abroad arising from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, where those funds have been acquired after May 28 2020.
As a result of the tightening of exchange controls, the difference between the official exchange rate, which is currently used for commercial and financial transactions, and other secondary exchange rates that implicitly arose as a result of certain transactions commonly carried out in the capital market (“MEP” or “contado con liquidación” dollar) widened considerably, creating a gap of approximately 94% with the official exchange rate as of December 31, 2022. The Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially changing the exchange rate at which we purchase foreign currency to repay its foreign currency denominated indebtedness. In addition, the imposition by the government of additional exchange controls and restrictions and/or other measures in response to capital outflows or devaluation of the Peso could weaken public finances. Such a weakening of public finances could have an adverse effect on our results of operations and financial condition.
For additional information see “Item 10. A. Exchange Controls.”
As of the date of this Annual Report, the restrictions outlined above remain in place. Such measures may negatively affect Argentina’s international competitiveness, discouraging foreign investments and lending by foreign investors or increasing foreign capital outflow which could have an adverse effect on economic activity in Argentina, and which in turn could adversely affect our business and results of operations. Any restrictions on transferring funds abroad imposed by the government could undermine our ability to pay dividends on our ADSs in U.S. dollars. Furthermore, these measures may cause delays or impose restrictions on the ability to collect payments of capital and interest on bonds issued by us. The challenge will be to achieve acceptance by creditors, in accordance with the BCRA regulations mentioned above, especially when it has highly diversified and retail creditors.
Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations.
Since January 2002, the peso has fluctuated significantly in value and generally depreciated against the U.S. dollar, with adverse consequences to our business. A substantial increase in the value of the peso against the U.S. dollar could also present risks for the Argentine economy, since it may lead to a deterioration of the country’s current account balance and the balance of payments. Between 2011 and December 2015, the Government strengthened exchange controls in response to an increase of capital outflows as compared to inflows and to a drop in the commercial surplus. However, these controls were not able to prevent the decrease of the international reserves of the BCRA between 2012 and 2015. In the past, a decrease in the BCRA’s reserves resulted in Argentina being vulnerable to inflation and external shocks, affecting the country’s capacity to overcome the effects of an external crisis.
After several years of moderate fluctuations in the exchange rate, on December 17, 2015, Macri’s administration implemented certain measures, including the lifting of most of the foreign exchange controls. After these measures were taken, the value of the peso could freely fluctuate against the U.S. dollar.
Subsequently, in May 2018, the peso experienced a rapid devaluation against the main foreign currencies, particularly the U.S. dollar. As a result of the greater volatility of the peso, the Government announced several measures to restore market confidence and stabilize the value of the peso. In this regard, on December 31, 2018, the exchange rate of the U.S. dollar increased by 102.1%, from Ps.18.649 to Ps.37.7.
After the primary elections (elecciones primarias, abiertas, simultáneas y obligatorias) held in August 2019, the peso experienced again a rapid devaluation against the main foreign currencies, particularly the U.S. dollar. Since then, the Government has imposed several restrictions on the foreign exchange market. An unofficial U.S. dollar trading market has developed in which the peso/U.S. dollar exchange rate is significantly higher than the rate in the foreign exchange market.
As a consequence of the imposition of exchange controls, the spread between the official exchange rate and other secondary exchange rates implicitly resulting from certain common capital market transactions has widened significantly, reaching a value of more than 100% in October 2020.
As of December 31, 2022, the total amount of principal and accrued but unpaid interest under our consolidated U.S. dollar-denominated indebtedness was US$534 million.
We cannot predict the future exchange rate between peso and the U.S. dollar, or how any fluctuation may affect our operational costs denominated in U.S. dollars.
Further depreciation of the peso against the U.S. dollar would likely result in a material adverse effect on our business because of our exposure to financial debt in U.S. dollars. In addition, future devaluations could result in higher inflation, reduce real wages and adversely affect the Government’s ability to honor its foreign debt obligations. The depreciation of the Peso can also negatively impact businesses whose success is dependent on domestic market demand, and adversely affect the Government’s ability to honor its foreign debt obligations.
A substantial increase in the exchange rate of the Peso against foreign currencies of the Peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the country’s current account balance and the balance of payments which may have a negative effect on GDP growth and employment, and reduce the revenue of the Argentine public sector by reducing tax revenue in real terms, due to its current heavy dependence on export taxes.
The impossibility of addressing the actual and potential risks of institutional deterioration and corruption, the economy and the financial situation of Argentina has been affected negatively and could continue to be.
Argentina is ranked 78 out of 180 in Transparency International’s 2020 Corruption Perceptions Index and 126 of 190 in the World Bank’s Doing Business 2020 report. The lack of a solid and transparent institutional framework for contracts with the Argentine government and its agencies and accusations of corruption have affected and could affect negatively to Argentina.
Likewise, at the date hereof, other ongoing investigations into complaints of money laundering and corruption are underway.
Recognizing that the failure to address these issues could increase the risk of political instability, distort decision making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, the Macri administration announced several measures aimed at strengthening Argentina’s institutions, enhancing the integrity of public officials and reducing corruption. These measures included the reduction of criminal sentences in exchange for cooperation with the government in corruption investigations, increased access to public information, the seizing of assets from corrupt officials, increasing the powers of the Anticorruption Office (Oficina Anticorrupción) and the passing of a new public ethics law, among others. The Government’s ability to implement these initiatives is uncertain.
There can be no assurance that the implementation of these measures by Argentina will be successful or even sufficient in strengthening Argentina’s institutions, enhancing the integrity of public officials, stopping institutional deterioration and preventing corruption. We cannot control or predict whether such investigations or allegations will lead to further political or economic instability or whether new allegations against government officials, members of the Argentine Congress, judges or owners or officers of other companies will arise, nor can we predict the outcome of any such allegations and their effect on the Argentine economy, which may be adverse.
Government intervention in the Argentine economy could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
The Argentine government has historically exercised significant influence over the economy, and public services companies in particular have operated in a highly regulated environment. Our business and operations have been, are and could in the future be affected by actions taken by the Government through the implementation of new or amended laws and regulations, such as nationalizations, expropriations, forced divestiture of assets, amendments to or renegotiation or revocation of a license, restrictions on production, imports and exports, exchange and/or transfer restrictions, including those relating to dividend payments, direct and indirect price controls, tax increases, changes in the interpretation or application of tax laws and other retroactive tax claims or challenges, cancellation of contractual rights and delays or denials of governmental approvals.
There have been examples of government intervention in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.
In 2008, the Government absorbed and replaced the former private pension system with a public “pay as you go” pension system. As a result, all resources administered by the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía de Sustentabilidad or “FGS”) to be managed by the Administración Nacional de la Seguridad Social (“ANSES”). ANSES is entitled to designate government representatives to the boards of directors of these companies. The nationalization of Argentina’s pension and retirement system was a change significant in the Argentine government’s approach to the main public companies. FGS currently holds 24.0% of our outstanding capital stock and has two representatives on our Board of Directors. On November 19, 2020, Law 27,574 was published in the Official Gazette, which regulates the role of the representatives of the FGS in those companies in which it has a stake, providing that the FGS will dictate the rules that are necessary in order to regulate their appointment, function, responsibility, performance and remuneration, which has been regulated by Decree No. 1041/2020 and ANSES Resolution No. 57/2021.
For additional information regarding rules and regulations that govern our relationship with FGS, see “Item 7. Major Shareholders and Related Party Transactions.”
In 2012 and again in 2013, the Argentine Congress established new regulations providing for increased intervention in the capital markets by the Government. On May 9, 2018, the Macri administration approved an amendment to the Law of Productive Financing, including amendments to the Capital Markets Law of Argentina No. 26,831 (the “Capital Markets Law”), which, among other things, limited the scope of intervention by the CNV in public companies.
In the recent past the Government has also adopted numerous measures to directly or indirectly control the access by private companies and individuals to foreign trade and foreign exchange markets, such as restricting free access to these markets and imposing the obligation to repatriate and sell within the local foreign exchange market all foreign currency revenues obtained from exports. These regulations have been recently reinstated, preventing or limiting us from offsetting the risk derived from our exposure to the U.S. dollar and the access to foreign exchange market.
Historically, actions of the Government concerning the economy, including decisions regarding interest rates, taxes, price controls, wage increases, increased benefits for workers, exchange controls and potential changes in the market of foreign currency, have had a substantial adverse effect on Argentina’s economic growth. A low-growth and high-inflation rates scenario continues and is likely going forward, as a result of the accumulation of macroeconomic imbalances over recent years, the actions of the Government in regulatory matters and challenging conditions in the international economy. We can offer no assurance that policies implemented by the Government will not adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
Recently, on March 22, 2023, the Ente Nacional Regulador de la Electricidad (“ENRE”) announced the 180-days intervention of EDESUR, the second largest power distributor of the country with approximately 2.5 million customers, due to the repeated blackouts in the Buenos Aires area.
In such regards, the current administration also took several other measures to reduce the impact of public service tariffs on the economy. These measures included the freezing of tariffs, the pesification of electricity generation rates, and deferral of the payment of natural gas bills for certain consumers, among others. For additional information see “Item 4. Our Information—B. Business Overview.—Natural Gas Transportation.” In addition, the Executive Branch declared the intervention of the ENARGAS until December 31, 2023.
As of the date of this Annual Report, we cannot predict the results or impact of these measures on the hydrocarbons development in Argentina. We are also unable to predict whether the Government will take any additional measures that may negatively affect Argentina’s hydrocarbons market.
Argentina is an emerging market economy that is highly sensitive to local political developments that have had an adverse impact on the level of investment in Argentina and the access of Argentine companies to the international capital markets. Future developments may adversely affect Argentina’s economy and, in turn, our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
We cannot provide any assurance that we will be able to access foreign exchange markets or that these measures will not cause fluctuations in the value of the peso. The setting of certain exchange controls and other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. For additional information on developments relating to exchange controls, see “Item 10. Additional Information—D. Exchange Controls.”
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.
Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners and emerging markets. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China and the United States) as a result of the COVID pandemic is having a material adverse impact on Argentina’s trade balance and, therefore, adversely affect Argentina’s economic growth. Economic slowdowns have led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of the commodities sold by Argentina and a significant revaluation of the peso against the U.S. dollar could harm Argentina’s competitiveness and affect its exports.
The economy in Brazil, one of the main import and export markets for Argentina, has experienced rising negative pressure because of political uncertainty and the effects of the COVID, putting pressure on the products that Argentina exports to that country and its competitiveness. Argentine foreign trade is highly dependent on the Brazilian economy; thus, a poor performance of Brazil’s economy could lead to the deterioration of Argentina’s trade balance. Additional Brazilian political and economic crises could negatively affect the Argentine economy.
Financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide. U.S. monetary policy has significant effects on capital inflows and asset price movements in emerging market economies. Increases in U.S. interest rates result in the appreciation of the U.S. dollar and decreases in prices for raw materials, which can adversely affect commodity-dependent emerging economies.
Additionally, a slowing of China’s GDP growth has led to a reduction in exports to this Asian country, which in turn has caused oversupply and price declines in certain commodities. Decreases in exports have a material adverse effect on Argentina’s public finances due to the loss of taxes on exports, causing an imbalance in the country’s exchange market.
On January 31, 2020, the United Kingdom left the European Union on the terms of the withdrawal agreement concluded between the United Kingdom and the EU Council. The withdrawal agreement allowed for a transition period during which the United Kingdom’s trading relationship with the European Union remained largely unchanged. This transition period ended on December 31, 2020. The European Parliament approved the EU-UK Trade and Cooperation Agreement while the European Council has already approved the provisional application of the agreement. As of the date of this Annual Report, uncertainty remains over the United Kingdom’s future relationship with the European Union. The continued uncertainty over the Brexit process has caused, and is anticipated to continue to cause, volatility in the financial markets, which may in turn have a material adverse effect on our business, financial condition and results of operations.
In 2022 the world faced a range of macro challenges including the war in Ukraine, post-COVID supply chain constraints, inflationary pressures and risk of global recession. During the year, U.S. Federal Reserve increased its target reference rate to relieve inflationary pressure which had a negative impact in the cost of credit for emerging markets.
Although economic conditions vary from country to country, investors’ perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities from issuers in other countries, including Argentina. International investors’ reactions to events occurring in one market sometimes demonstrate a “contagion” effect, in which an entire region or class of investment is disfavored by international investors. Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have an adverse effect on our financial condition and results of operations.
Certain economic policies of the former government administration in Argentina, including foreign exchange restrictions, led in the past to a reduction in exports and foreign direct investments, to a decline in national tax revenues and to an inability to access international capital markets. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by the government in the future or by events in the economies of developed countries or in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors, summarized below, may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt by offering holders of the defaulted bonds two opportunities to exchange them for newly issued debt securities, in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges. Nonetheless, a number of bondholders held out from the exchange offers and pursued legal actions against Argentina in the courts of the United States and several other countries.
After almost 15 years of litigation, and following the beginning of Mr. Macri’s administration, in February 2016, Argentina negotiated and reached settlement agreements with almost all of its holdout creditors. As required by the settlement, on March 31, 2016, the Argentine Congress voted to repeal Law No. 26,017 (known as Ley Cerrojo) and Law No. 26,984 (known as Ley de Pago Soberano), which prohibited Argentina from offering to the holdouts better conditions than those offered in the debt swaps of 2005 and 2010. On April 13, 2016, Argentina announced that it would proceed with a new bond offering of up to US$12.5 billion to repay the holdouts. After issuing US$16.5 billion of new bonds to international investors, on April 22, 2016, Argentina notified the competent U.S. court that it had made full payment under the settlement agreements with the holdout creditors. Although the size of the claims involved has decreased significantly, litigation initiated by bondholders that have not accepted Argentina’s settlement offer continues in several jurisdictions.
However, even though Argentina has successfully accessed the international capital markets since the settlement, there continues to be a risk that the country will not attract the foreign direct investment and financing needed to restart the investment cycle and achieve sustainable rates of economic growth. If that occurs, Argentina’s fiscal condition could be adversely affected, which could lead to more inflation and undermine the government’s ability to implement economic policies designed to promote growth. The difficulty of sustaining economic growth over time with reasonable price stability could result in a renewed episode of economic instability.
In addition, the foreign shareholders of several Argentine companies (including us), together with public utilities and certain bondholders that did not participate in the exchange offers described above, filed claims with the International Center for Settlement of Investment Disputes (“ICSID”), alleging that the emergency measures adopted by the Government in 2002 did not meet the just and equal treatment requirements of several bilateral investment treaties to which Argentina is a party. Several of these claims have been resolved against Argentina. Claimants have also filed claims before arbitral tribunals under the rules of the United Nations Commission on International Trade Law (UNCITRAL) and under the rules of the International Chamber of Commerce. Several awards have been issued against Argentina and several cases are still ongoing.
Moreover, difficulties in accessing Argentina’s international credit may have an impact on our company as the Argentine government postponed the maturity dates of its bonds and cut interest rates.
Also, ongoing situations, such as the claims before the ICSID, and the economic policy measures adopted by the Government, or any future default of Argentina regarding its financial obligations may harm Argentine companies’ ability to obtain financing. Financial conditions of such access could be disadvantageous to Argentine companies and, therefore, may adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
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, as well as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s economic growth.
High commodity prices have contributed significantly to an increase in Argentine exports, which has in turn led to an increase in government revenues received from export taxes. However, the reliance on the export of certain commodities, such as soybeans, has made the Argentine economy vulnerable to fluctuations in commodity prices, and, consequently, the Argentine economy could be adversely affected if trading conditions decline.
In addition, adverse weather conditions, such as floods or droughts, could affect the production of the main agricultural commodities produced by Argentina, which account for a significant portion of its export revenues. Moreover, higher oil prices could lead to an increase in government expenditures. The drought experienced during the summer months of 2018 dramatically reduced the yield from Argentina’s soybean crop. Most recently, after the outbreak of the COVID and the slowdown in the demand for supply of products around the globe, stock markets and the prices of the main commodities have declined dramatically.
Besides, in March 2020, after a failure to reach an agreement between the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia to stabilize the oil market, Saudi Arabia decided to increase its oil production. This decision, at a time when oil demand is falling due to the impact of COVID in the global trading and economy, has triggered the most important decline in the oil price since 1991, of around 30%. This fall in the international prices of oil and its derivatives added to the fragile macroeconomic situation in Argentina, generating uncertainty regarding the production and development of natural gas in the country, especially in the Vaca Muerta area. In December 2020, OPEC and its oil-producing allies agreed to increase production by 500,000 barrels per day beginning in January. The group exerts considerable influence over world energy markets. In recent months, OPEC+ has sought to navigate its way through a historically tumultuous period, including an unparalleled collapse in oil prices, a massive fuel demand shock amid the COVID crisis, a Saudi-Russia price war and Qatar’s departure from OPEC. The downward trend in oil prices significantly reversed as a result of the invasion of Ukraine by Russia. Uncertainty about oil prices and other commodities remain and there can be no assurances about any measures that the Government may take in response to key macroeconomic variables, particularly on the energy sector.
Decisions relating to international oil prices could have a negative impact on Argentina’s economy as, to achieve a fiscal surplus, the country should develop new production projects, such as Vaca Muerta formation, increase its revenues and maintain its ability to service its sovereign debt. Either of these results would adversely impact Argentina’s economic growth and, therefore, our financial condition and results of operations.
Further downgrades in the credit rating or rating outlook of Argentina could impact the rating of our securities or adversely affect the market price of our securities.
In August 2018, Moody’s revised its outlook of Argentina’s long-term and short-term sovereign credit rating to Caa2, primarily as a result of the sharply weaker economic activity and uncertain prospects for multiyear fiscal consolidation and market financing availability as IMF funds are used up, posing risks to sovereign debt sustainability. In addition, on August 29, 2019, S&P downgraded Argentina’s long-term and short-term sovereign credit ratings from “B” to “SD,” primarily as a result of an erosion of the Argentine debt profile, the economic growth trajectory and the dynamics of inflation, against the backdrop of the implementation of a challenging economic adjustment program. Fitch, Moody’s and S&P increased Argentina’s credit rating in September 2020 following the successful refinancing of Argentina’s external bonds. While the debt restructuring in 2020 improved Argentina’s credit rating, there are still concerns about debt sustainability and the country’s ability to meet its payment obligations in the future. In September 2021, Argentina’s credit rating according to Fitch Ratings was “RD” (restricted default) for foreign currency debt and “CC” for local currency debt. In March 2023, Fitch downgraded the credit rating to C, the lowest level above default.
However, there can be no assurance that Argentina’s credit rating or rating outlook will not be downgraded in the future, which could have an adverse effect on the rating of our securities or adversely affect the market price of our securities.
The Argentine government may mandate salary increases for private sector employees, which would increase our operating costs.
In the past, the Government has passed laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels and provide specified benefits to employees. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to high levels of inflation, employees and labor organizations regularly demand significant wage increases.
Through Decree No. 610/2019 a staggered increase of the minimum salary was approved as follows: (i) Ps.14,125 as of August 1, 2019; (ii) Ps.15,625 as of September 1, 2019; and (iii) Ps.16,875 as of October 1, 2019. In addition, the Argentine government has arranged various measures to mitigate the impact of inflation and exchange rate fluctuation in wages. In December 2019, Decree 34, doubled legally mandated severance pay for termination of employment. The Government went a step further amid the COVID pandemic, and issued Decree No. 329/2020, restricting the ability to terminate employment with or without cause for 60 business days, prorogued it for 60 additional business days by Decree No. 624/2020, finally it was extended until May 2021 by Decree N. 266/21. Also, in January 2020, the Argentine government issued Decree No. 14/2020 which established a general increase for all employees of Ps.3,000 in January 2020, and an additional amount of Ps.1,000 in February 2020 (total Ps.4,000 effective as of February 2020). The labor emergency was further extended by Decree No. 39/21 and Decree No. 886/21 through June 30, 2022. Decree 886/21 also provides that double severance payments will be progressively reduced until they were effectively finalized in June 2022.
It is possible that the Argentine government could adopt measures mandating further salary increases or the provision of additional employee benefits in the future. Any such measures could have a material and adverse effect on our business, results of operations and financial condition.
Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products
There are certain restrictions in Argentina that affect corporations ‘ability to access the MLC to acquire foreign currency to transfer funds to other countries, service debt, make payments outside Argentina and other operations, requiring, in some cases, prior approval by the Central Bank. These restrictions may affect our operations and our expansions projects, as they require the import of services and goods for which payment may be restricted. The Argentine Government may impose or create further restrictions on the access to the MLC. In such case, the ability of Argentine corporations to make payments outside Argentina and to comply with their obligations and duties may be affected.
In addition, as a result of the deepening of exchange controls, the difference between the official exchange rate, which is currently utilized for both commercial and financial operations, and other informal exchange rates that arose implicitly as a result of certain operations commonly carried out in the capital market, which increased during 2022, was a gap of approximately 94% as of December 31, 2022. The Argentine Government could maintain a single official exchange rate or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding foreign currency denominated liabilities. We cannot predict how such current restrictions may evolve after this annual report, mainly regarding limitations to transfer funds outside the country.
The Argentine Government may impose further exchange controls or restrictions to capital transfers and modify and adopt other policies that may limit or restrict our ability to access international capital markets, to make payments of principal and interest and other additional amounts outside the country (including payments relating to our notes), to import certain products or goods that we use as inputs, or affect in other ways our business and our operational results, or cause the market value of our ADSs and our common shares to decline. Exchange controls in an economic environment in which the access to local capital markets is restricted may cause an adverse effect in our activities, mainly in our ability to make payments of principal and/or interest of our notes in foreign currency.
Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects.
Argentina’s history of defaults on its external debt and the protracted litigation with holdout creditors may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, operational results, financial condition, the value of our securities, and our ability to meet our financial obligations.
Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt in exchange offers in 2005 and again in 2010. Holders of approximately 93% of Argentina’s defaulted debt participated in the exchanges, but a number of bondholders held out from the exchange offers and pursued legal actions against Argentina. The Argentine Government settled several agreements with the defaulted bondholders, ending more than 15 years of litigation. In addition, in August 2020, the Argentine Government successfully negotiated the debt restructuring of Argentine bonds representing approximately US$65 billion owed to several bondholders.
On January 28, 2022, Argentina signed an agreement with the IMF to refinance more than US$40 billion in debt, contracted in 2018 with this institution. The main measures agreed are related to the reduction of public spending and subsidy rates, focused on the energy sector. The agreement was approved by the Argentinean Congress and by the Board of the IMF. Among other points, an economic and monetary policy was established, where the IMF will be the co-director, carrying out quarterly audits on Argentina’s finances and economic development.
Our company cannot predict how this new agreement and the policies developed based on it will impact Argentina’s ability to access international capital markets (and indirectly in our ability to access those markets) to access international capital markets, in the Argentine economy or in our economic and financial situation or in our capacity to extend the maturity dates of our debt or other conditions that could affect our results and operations or businesses.
The conflict between Russia and Ukraine could adversely affect the global economy, the Argentine economy and our operational results and financial condition.
On February 24, 2022, the President of Russia, Vladimir Putin, announced a military operation in the eastern Donbas region of Ukraine and began a full-scale invasion of the country.
The invasion received widespread international condemnation, with worldwide protests against the Russian invasion of Ukraine. The United States, the United Kingdom and other countries of the European Union imposed economic sanctions on Russia-such as the exclusion of certain Russian banks from the SWIFT financial system, airspace restrictions, export restrictions of Russian oil and gas, among others-which could eventually affect the supply of oil and gas from this country and trigger higher inflation and market shocks.
Actual and threatened responses to Russia’s invasion, as well as a rapid peaceful resolution to the conflict, may also impact the markets for certain commodities, such as electricity, oil and natural gas, and may have collateral impacts, including increased volatility, and cause disruptions to the availability of certain commodities, commodity and futures prices and the supply chain globally. Rising wheat prices raised tensions in countries like Egypt, which rely heavily on wheat exports from Russia and Ukraine, and sparked fears of social unrest. On the other hand, Russia is the second largest oil exporter in the world and the largest producer of natural gas, causing the world oil prices jumped over US$110 per barrel, and the cost of natural gas reached a new record high in Europe. In this sense, in Argentina, the natural gas supply for this next winter may be affected, with negative effects on the energy generation, especially for industries. The shortage on natural gas may adversely affect our pipeline system and operations.
We continue operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability since the ongoing military conflict between Russia and Ukraine, poor global economic performance, a potential recession looming in the U.S. and Europe and China showing weak growth.
Russia has increased attacks on Ukraine’s energy infrastructure. A settlement looks unlikely for now. Instead, we see an extended conflict, alongside a long-term political, economic, and military standoff between the West and Russia. The conflict in Ukraine has led to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain disruptions.
Additionally, various of Russia’s actions have led to sanctions and other penalties being levied by the U.S., the European Union, and other countries, as well as other public and private actors and companies, against Russia and certain other geographic areas. See “—Risks Relating to Argentina — The conflict between Russia and Ukraine could adversely affect the global economy, the Argentine economy and our operational results and financial condition” for additional information.
The open conflict in Europe is a trigger for many the geopolitical risks over the short- and medium-term. As Western sanctions on Russia bite and Russia weaponizes energy, the siege-like standoff between the West and Russia may escalate, and ripple effects from Ukraine war will continue to amplify challenges as emerging markets face a slow rebound from COVID, including high food and energy costs, higher U.S. interest rates, a strong U.S. dollar and slow Chinese growth.
Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report.
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. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.
We are an Argentine company and any future payments of dividends on our shares will be denominated in pesos. The peso has historically fluctuated significantly against many major world currencies, including the U.S. dollar. A depreciation of the peso would likely adversely affect the U.S. dollar or other currency equivalent amount of any dividends paid on our shares and could result in a decline in the value of our shares and ADRs as measured in U.S. dollars.
From 2011 to December 2015, Argentine companies were required to obtain prior approval from BCRA and Argentine tax authorities in order to engage in certain foreign exchange transactions. In September 2019 the Government reinstalled the above previous measures and since then has implemented additional exchange control restrictions. Thus, our shareholders’ ability to receive cash dividends in U.S. dollars was limited by the ability of the Depositary for our ADR program to convert cash dividends paid in pesos into U.S. dollars. Under the terms of our Deposit Agreement for the ADRs, to the extent that the Depositary can in its judgment, and in accordance with local exchange regulations, convert pesos (or any other foreign currency) into U.S. dollars on a reasonable basis and transfer the resulting U.S. dollars outside of Argentina, the Depositary will as promptly as practicable convert or cause to be converted all cash dividends received by it in pesos on the deposited securities into U.S. dollars. If in the judgment of the Depositary this conversion is not possible on a reasonable basis (or is not permitted by applicable Argentine laws, regulations and approval requirements), the Depositary may distribute the pesos received or in its discretion hold such currency uninvested without liability for interest thereon for the respective accounts of the owners entitled to receive the same. As a result, if the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the dividend distribution.
In the event that the BCRA does not grant the applicable authorization, we reserve the right to agree with the Depositary the reasonable legal measures for the effective payment of dividends to ADR holders who reside outside of Argentina. As a result, such ADR holder may not timely receive the full dividend distribution or receive at all any such distribution.
Our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders.
As of the date of this Annual Report, our controlling shareholder is CIESA, which holds 51% of our common stock. FGS holds 24.0% of our common stock. Local and foreign investors hold the remaining ownership of our common stock. CIESA is under co-control of: (i)of Pampa Energía S.A. (“Pampa Energía”), which holds 10%50% of CIESA’s common stock, (ii) PHA S.A.U. (“PHA”), a wholly-owned subsidiary of Pampa Energia (in process of merger with Pampa Energia) which holds 40% of the share capital of CIESA, and (iii) Grupo Inversor Petroquímica S.L. (member of GIP Group, controlled by the Sielecki family; “GIP”), and PCT L.L.C. (“PCT”), which directly and indirectly through PEPCA S.A. (“PEPCA”) holds a 50% of the common stock of CIESA.
We cannot assure you that the interests of our principal shareholders will not diverge from the interests of our other investors. See “Item 7. Major Shareholders and Related Party Transactions.”
Sales of a substantial number of shares could decrease the market prices of our shares and the ADRs.
CIESA holds 51% of our Class “A” shares. Pursuant to the Pliego de Bases y Condiciones para la Privatización de Gas del Estado S.E. (the “Pliego”), CIESA may not reduce its shareholding below 51% of our share capital without the competent authorities’ approval. The market prices of our common shares and ADRs could decline as a result of sales by our existing shareholders, such as the ANSES, or of any other significant shareholder of common shares or ADRs in the market, or the perception that these sales could occur.
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
Our corporate affairs are governed by our By-laws,Bylaws, the General Companies Act and Law No. 26,831, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States or in other jurisdictions outside Argentina. In addition, rules governing the Argentine securities markets are different and may be subject to different enforcement in Argentina than in other jurisdictions.
As a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers.
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. Under U.S. securities laws, as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers with equity securities registered under the Exchange Act.
For example, as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules regarding proxy statementsapplicable to domestic U.S. registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profits. profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. In addition, we have relied, and intend to keep relying, on exemptions from certain U.S. rules which permit us to follow Argentinian legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. As a result of the above, even though we are required to file reports on Form 6-K disclosing the information which we have made or are required to make public pursuant to Argentinian law, or are required to distribute to shareholders generally, and that is material to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company
We are also exempt from many of the corporate governance requirements of the New York Stock Exchange.
Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs.
Pursuant to Law No. 26,893, the sale, exchange or other transfer of shares and other securities is subject to capital gains tax at a rate of 15% when the purchaser and the seller are not Argentine residents. When both the purchaser and the seller of our Class B Shares or ADRs are non-residents, the purchaser is required to pay the capital gains tax in addition to the purchase price of the Class B Shares or ADSs. In addition, if the purchaser is legally liable for capital gains taxes in Argentina, then the purchaser will likely not be entitled to receive any tax credit in the United States in respect of the payment of any such taxes.
On December 29, 2017, the Macri Administration enacted, through Decree No. 1112/2017, a tax reform (the “Tax Reform”). The Tax Reform provides that only the results from sales, transfers or dispositions of shares, securities representing shares and certificates of deposit of shares that are carried out through stock exchanges or stock markets authorized by the CNV under conditions that guarantee the principle of price/time priority of the offers obtained by individuals and undivided estates resident in Argentina shall be exempted.
The foregoing exemption shall also be applicable to foreign beneficiaries to the extent that said beneficiaries do not reside in and the funds do not come from non-cooperative jurisdictions. Decree No. 279/2018 provides that until the decree of the Income Tax Law of Argentinaregulates the definition of non-cooperative jurisdiction, the white listwhite-list established in Decree No. 589/2013 (dated 05/27/2013) will be applicable to determine if a jurisdiction is non-cooperative jurisdiction.
The Tax Reform also establishes an exemption for such foreign beneficiaries on the sale of share certificates issued outside of Argentina that represent shares issued by Argentine companies which have been granted with a public offering authorization by the CNV (i.e., ADRs). The exemptions will only apply if the foreign beneficiaries do not reside in and the funds do not arise from “non-cooperating” jurisdictions.
Pursuant to Decree No. 279/2018, if the foreign beneficiary resides in a non-cooperative jurisdiction or the funds come from a non-cooperative jurisdiction, the capital gains tax rate is 35%.
Whereas, previously, if the sale was carried out between non-Argentine residents the non-Argentine resident purchaser was responsible for paying the tax when the seller was a non-resident, currently it is the seller, through their legal representative domiciled in Argentina, who is responsible for paying the tax, except when the purchaser is a resident individual or legal entity. If the seller does not have a legal representative, the tax should be paid by the seller according to Decree No. 279/2018.
Further rulemaking or interpretation of the amended income tax law by the Argentine tax authority 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.
We will treat the Depositary for all purposes as the shareholder with respect to the shares underlying the ADRs. As a holder of ADRs representing the ADRs being held by the Depositary in your name, you will not have direct shareholder rights and may exercise voting rights with respect to our Class B Shares represented by the ADRs only in accordance with the Deposit Agreement. There are no provisions under Argentine law or under our By-lawsBylaws that limit the exercise by ADR holders of their voting rights through the Depositary with respect to the underlying Class B Shares. However, there are practical limitations on the ability of ADR holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. ADR holders may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs as a result of these practical limitations.
Holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs.
Holders of ADSs may not be able to exercise the preemptive or accretion rights relating to the shares underlying the ADSs unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights, and we cannot assure you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available, holders may receive only the net proceeds from the sale of their preemptive rights by the depositary or, if the preemptive rights cannot be sold, they will be allowed to lapse. As a result, U.S. holders of Class B Shares or ADSs may suffer dilution of their interest in our company upon future capital increases.
In addition, under the General Companies Act, foreign companies that own shares in an Argentine corporation are required to register with the Superintendency of Corporations (Inspección General de Justicia or the “IGJ”) in order to exercise certain shareholder rights. Voting rights in a Shareholder meeting can be exercised through duly instituted agents, as is regulated by Law No. 26,831. If you own our Class B Shares directly (rather than in the form of ADSs) and you are a non-Argentine company and you fail to register with the IGJ, your ability to exercise your rights as a holder of our Class B Shares may be limited.
The NYSE and/or the Buenos Aires Stock Exchange (by delegated authority of BYMA)BYMA may suspend trading and/or delist our ADSs and common shares, respectively, upon occurrence of certain events relating to our financial situation.
The NYSE and/or the BYMA may suspend and/or cancel the listing of our ADSs and common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to our financial situation.
The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issue in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: “unsatisfactory financial conditions and/or operating results,” “inability to meet current debt obligations or to adequately finance operations,” and “any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE.”
We cannot assure you that the NYSE and/or BYMA will not commence any suspension or delisting procedures. A delisting or suspension of trading of our ADSs or common shares by the NYSE and/or BYMA, respectively, could adversely affect our results of operations and financial conditions and cause the market value of our ADSs and common shares to decline.
The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value.
The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide fluctuations in response to factors, many of which are beyond our control. Such factors include:
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.
The stock markets in general have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies involved. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially adversely affect the market price of our Class B Shares and the ADSs, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in Argentina, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our Class B Shares and the ADSs. In particular, currency fluctuations could impact the value of an investment in Argentina. Although our ADSs listed on the NYSE are U.S. dollar-denominated securities, they do not eliminate the currency risk associated with an investment in an Argentine company.
For example, due to various factors (including, but not limited to, the abrupt variation in the exchange rate in Argentina) prices of equity securities in Argentina have decreased substantially since 2018, which prompted investors to dispose of their investments in Argentina resulting in further downward pressure on the price of equity securities. Future sales of substantial amounts of our Class B Shares and ADSs, or the perception that such future sales may occur, may result in additional pressure on the price of our Class B Shares and ADSs. Also, future sales of treasury shares, may also have a negative impact on the price of our Class B Shares and ADSs.
Following periods of volatility in the market price of a company’s securities, that company may often be subject to securities class-action litigation. This kind of litigation may result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial condition.
The relative volatility and illiquidity of the Argentine securities markets may substantially limit the ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the shareholder.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Argentine securities market is substantially smaller, less liquid and more concentrated and can be more volatile than major securities markets in the United States and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States Accordingly, although shareholders are entitled to withdraw the Class B Shares underlying the ADSs from the depositary at any time, the ability to sell such shares on the BYMA at a price and time shareholders might want may be substantially limited.
| Item 4. | Our Information |
A. Our History and Development
General
Operations
We commenced commercial operations on December 29,28, 1992, as the largest company created in connection with the privatization of Gas del Estado S.E. (“GdE”), the Argentine state-owned natural gas company, the integrated operations of which included natural gas transportation and distribution. GdE was divided into ten companies: two transportation companies and eight distribution companies.
Our legal name is Transportadora de Gas del Sur S.A. We are a limited liability company (sociedad anónima)nima), incorporated under the laws of Argentina on December 1, 1992. Our registered offices are located at Don Bosco 3672, 5th Floor, Buenos Aires (C1206ABF), Argentina, our telephone number is (54 11) 4865-9050 and our web address is www.tgs.com.ar. According with our public records, our length of life is set to expire on November 30, 2091 (which could be renewed, in accordance to the applicable law).
We are currently the largest transporter of natural gas in Argentina and operate the most extensive pipeline system in Latin America in terms of length, delivering approximately, as of December 31, 2020,2022, 60% of the total natural gas transported in Argentina, through 5,7695,736 miles of pipeline, of which we operate 4,775 miles on an exclusive basis pursuant to the License (the “Natural Gas Transportation”). We operate the remaining 961 miles, which are owned by the Gas Trusts, and receive compensation based on a regulated tariff. Our transportation system connects the Neuquén, San Jorge and Austral basins, the major natural gas fields located in the south and west of Argentina, to the greater Buenos Aires area and the major consumption centers of southern Argentina. During the Fiscal Year 2020,2022, approximately 81%83% of our revenues of this business segment corresponds to firm natural gas transportation services under firm long-term natural gas transportation contracts. Natural gas transportation customers with firm contracts pay for the contracted pipeline capacity regardless of actual usage. Our Natural Gas Transportation business is regulated by ENARGAS, and revenues from this business represented 42%25%, 47%28% and 45%42% of our total net revenues for the years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively.
We conduct our Natural Gas Transportation business pursuant to the License, which is currently scheduled to expire in 2027 and which is extendable for an additional ten-year period at our option if certain technical conditions described in the License are met. ENARGAS is required at that time to evaluate our performance and make a recommendation to the Executive Branch for the extension of our License. If ENARGAS determines that we are in substantial compliance with all our obligations arising under the Natural Gas Law No. 24,076 (the “Natural Gas Law”), related regulations and our License, the extension should be granted by the Executive Branch. ENARGAS would bear the burden of proving that we had not met the technical conditions referred to above and, therefore, that the extension of the License should not be granted. To the extent that we were found not to have satisfied the conditions described above or chose not to seek the extension of our License, we would be entitled to certain specified compensation. See “—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Certain Restrictions with Respect to Essential Assets” below.
The License gives us the exclusive right to operate the existing southern Argentine natural gas transportation pipeline system. Our natural gas transportation system connects major natural gas fields in southern and western Argentina with both distributors and large consumers of natural gas in those regions as well as in the greater Buenos Aires area, the principal population center of Argentina.
The map below illustrates the natural gas pipeline system in Argentina as of December 31, 2020:2022:
For additional information regarding our property, plant and equipment, see “—D. Property, Plant and Equipment” below.
We are also one of the largest processors of natural gas and one of the largest marketers of Liquids in Argentina. We operate the Cerri Complex and the associated logistics and storage facilities of Puerto Galván located in Bahía Blanca in the Province of Buenos Aires where Liquids are separated from the natural gas transported through our pipeline system and stored for delivery. Due to its strategic location within the Argentine natural gas transportation system, our Cerri Complex can process gas proceeding from the Neuquén, San Jorge and Austral basins. This provides the plant with great versatility in terms of natural gas availability, and the possibility to select the gas that is processed according to its quality (liquid contents). Revenues from our Liquids Production and Commercialization business represented 49%64%, 48%63% and 49% of our total net revenues during the years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively.
We also provide midstream integral solutions related to natural gas production, from the wellhead up to the transportation systems. In addition, through our subsidiary Telcosur, we provide telecommunications services. Aggregate net revenues from our midstream and telecommunications business segment represented 9%12%, 6%10% and 6%9% of our total net revenues during the years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively.
Within the framework of the agreements signed with the former Ministry of Energy, Mining and Hydrocarbons of the Province of Neuquén and Gas y Petróleo de Neuquén S.A. in April and November 2018, we timely completed the construction of a catchment and gathering pipeline and a natural gas conditioning plant in the Vaca Muerta field that will allow the gathering of non-conventional gas from the Neuquina basin and its subsequent injection into the main gas pipeline systems, ensuring its supply to all of Argentina’s regions.
The Vaca Muerta system has two gathering pipes: the first has a length of 71 miles, a 36” diameter and a 1.2Bcf/35 MMm3/d transportation capacity (the “Northern Section”) and the second has a 20-mile22 miles extension, a 30” diameter and 882.3 MMcf/25 MMm3/d transportation capacity (the “Southern Section”). The gas transported through this pipeline system is treated at a new conditioning plant that we built at Tratayén, Province of Neuquén with an initial capacity of 176.6 MMcf/7.8 MMm3/d. This project consolidates our position as the first midstream services provider in the Vaca Muerta field and required an investment of approximately U.S.$US$260 million in the aggregate. On April 29, 2019, the assembly and pressurization works on the connection of the Vaca Muerta pipeline to Neuba II Gas Pipeline were completed, which led to revenues from the month of May 2019 derived from firm natural gas transportation contracts of 28.2 MMcf/d in the aggregate. On August 22, 2019, the SHR issued Resolution No. 491/2019, which declared this project as “critical” on the terms ofpursuant to Law No. 26,360. This will allowallows us to obtain certain tax benefits from the investments in this project.
On March 2022, tgs executed an agreed minute with the Undersecretary of Energy, Mining and Hydrocarbons of the Province of Neuquén (Subsecretaría de Energía, Minería e Hidrocarburos de la Provincia del Neuquén) (the “Complementary Agreed Minute”) whereby the parties commit to granting us an extension of the transportation concession to build and operate the pipeline expanded North Tranche II, which will gather the off-spec natural gas production from several hydrocarbons fields located mainly in the Vaca Muerta formation (the “Expanded North Tranche II”). In August 2022, we began this work with an investment of approximately US$ 60 million, this 20 miles long work will extend from the Los Toldos I Sur area to El Trapial (Vaca Muerta Norte). The pipeline is expected to be commissioned in June 2023.
For more information regarding our investments in Vaca Muerta area see “Item 4. Our Information—B. Business Overview—Other Services—Midstream Services.”
Controlling shareholders
As of the date of issuance of this Annual Report, our controlling shareholder is CIESA, which holds 51% of our common stock. Other local and foreign investors hold the remaining shares of our common stock, including FGS, which holds 24% of our common stock. CIESA is under co-control of Pampa Energía which directly and indirectly through PHA holds 50% of the common stock of CIESA, and GIP and PCT, which directly and indirectly through PEPCA hold 50% of the common stock of CIESA.
For additional information regarding CIESA’s current organizational structure, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
Capital expenditures
From January 1, 2018,2020, through December 31, 2020,2022, our aggregate capital expenditures, in Current Currency, amounted to Ps. 46,19061,946 million. Such capital expenditures include Ps. 20,41432,311 million related to improvements to our gas transportation system, Ps. 3,3219,484 million related to liquids production and commercialization activities and Ps. 22,45520,151 million related to other services activities.Other Services segment.
For the years 2020, 20192022, 2021 and 2018,2020, capital expenditures mostly include improvement to our gas transportation system and works performed for the execution of the Five-Year Plan and the construction and ramping-up of the Northern Section and Southern Section of the Vaca Muerta pipeline.pipeline and the enhancement of Tratayén Plant and maintenance works of our natural gas pipeline system. Information relating to the size and financing of future investments is included in “Item 5. Operating and Financial Review and Prospects.Prospects”.
Available documentation
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (http:// www.sec.gov). Our internet address is www.tgs.com.ar. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information included in our website or which may be accessed through our website is not part of this Annual Report, is not incorporated by reference herein or otherwise and should not be relied upon in determining whether to make an investment in any securities issued by us.
B. Business Overview
NATURAL GAS TRANSPORTATION
As a transporter of natural gas, we receive natural gas owned by a shipper, usually a natural gas distributor, at one or more intake points on our pipeline system for transportation and delivery to the shipper at specified delivery points along the pipeline system. Under applicable law and our License, we are not permitted to buy or sell natural gas except for our own consumption and to operate the pipeline system. See “—Regulatory Framework” below for more information.
Our pipeline system connects major natural gas fields in southern and western Argentina with distributors and other users of gas in those areas and the greater Buenos Aires area. TGN, the only other natural gas transportation operating company that supplies the Argentine market, holds a similar license with respect to the northern pipeline system, which also provides natural gas transportation services to the greater Buenos Aires area.
Natural gas transportation services accounted for 42%25%, 47%28% and 45%42% of our total net revenues in the years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively. In 2020,2022, 77% of our average daily natural gas deliveries were made under long-term firm transportation contracts. See “—Customers and Marketing” below. Natural gas firm transportation contracts are those under which capacity is reserved and paid for regardless of actual usage by the customer. Almost all of our natural gas firm contracted capacity is currently subscribed for at the maximum tariffs allowed by ENARGAS. During 2020,2022, the amount of net revenues derived from natural gas firm transportation contracts was Ps. 19,08633,984 million, representing 81%83% of the total net revenues for the Natural Gas Transportation segment for such year. Substantially all of our remaining natural gas deliveries were made under natural gas interruptible transportation contracts entered into predominantly with four natural gas distribution companies, power plants and industrial customers. Interruptible contracts provide for the transportation of natural gas subject to available pipeline capacity. The Government has at times directed us to interrupt supply to certain customers and make deliveries to others without regard as to whether they have natural gas firm or interruptible contracts. See “Regulatory Framework—Industry Structure” below for more information.
Expansions of the system. In February 2017, the Ministry of Mines and Energy called for a national public tender for the purchase of pipelines to extend the natural gas network in some areas of the Province of Santa Fe,Fé, the Patagonian Andes and the coast of the Province of Buenos Aires.
Within this framework, we entered into a Transitional Union Agreement (“UT”) with SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A. (“SACDE”), a related company, for the purpose of participating jointly in the National Public Bid No. 452-0004-LPU17: Assembly of Pipes for the Construction of the Project “Expansion of the Natural Gas Transportation and Distribution System.” In this regard, the Ministry of Mines and Energy awarded to the aforementioned UT the construction of the Regional II-Recreo/Rafaela/Sunchales Regional Gas Pipeline.
As a result of the economic context and COVID, the UT sent a letter to Integración Energética Argentina S.A. (“IEASA”)formerly ENARSA), a company that is currently part of the Ministry of Productive Development, requesting, among other issues, the reestablishment of the economic-financial equation, readjustment of the work schedule, approval of cost redeterminations and price adjustments under the legal regime in force. The parties are currently engaged in
On July 9, 2021, the UT and IEASA signed a detailed calculationrestarting order and a restarting act of the items involvedworks related to the Sunchales pipeline (the “Sunchales Work”), by means of which the work schedule was readjusted and IEASA also assumed the commitment to manage and join efforts to guarantee the cash flow in order to avoid new impacts to the claim. economic-financial structure of the contract of the Work, which would give rise to new requests - on the part of the UT - for the recomposition of the economic-financial equation of the contract and of the execution schedule of the Sunchales Work.
As of the date of issuance of this Annual Report, the construction work is almost completed, but, according tointerim price adjustments mentioned in the aforementioned,preceding paragraph are pending payment; this situation notoriously affected the UT has only carried out essential tasks, pending approval of a construction schedule appropriate to the actual executionnormal development of the works.project and the fulfillment of the term foreseen in the respective agreement.
On September 5, 2018, through Resolution No. 125/2018 of the former Ministry of Energy, such Ministry resolved to discontinue the execution of works under the “Northern Work Trust 2006-2008” and the “Southern Work Trust 2006-2008,” formed on December 6, 2006, under the regime of Decree No. 180/2004 of February 13, 2004 and Resolution No. 185/2004 of April 19, 2004, of the former MPFIPyS. Likewise, such resolution instructed Nación Fideicomiso (“NAFISA”) and TGN, as trustees, respectively, of the “Northern Work Trust 2006-2008” and of the “Ampliación Norte 2004-2005 Trust” to consolidate the assets of both, in the “Northern Work Trust 2006-2008,” to continue with the repayment of the contributions and pending investments, without prejudice to the rights of third parties. Also, such resolution instructed NAFISA and us, as trustees, respectively of the “Trust of South Work 2006-2008” and the “Trust Expansion South 2004-2005” to consolidate the assets of both in the “South Work Trust 2006-2008,” which will continue with the repayment of contributions and pending investments, without prejudice to the rights of third parties. Furthermore, the resolution entrusts NAFISA to carry out the residual projects of the “Northern Work Trust 2006-2008” and of the “Southern Work Trust 2006-2008” and to carry out the timely liquidation of the “Ampliación Norte 2004-2005 Trust” and the “Fideicomiso Ampliación Sur 2004-2005,” giving the former Ministry of Energy the appropriate authority in accordance with the provisions of Decree No. 180/2004 and Resolution No. 185/2004.
On February 7, 2022, the Government has been developing a regulatory frameworkSecretary of Energy issued Resolution No. 67/2022 creating the “Transport.Ar Producción Nacional” Gas Pipeline System Program (the “Transport.Ar Program”) and declaring the construction of the NK Pipeline and complementary works as of public interest. The total investment will be roughly US$3.4 billion, of which 75% are expected to replacebe allocated to the currentconstruction of the pipeline.
Once online, it will save on imports of natural gas, LNG and liquid fuels, imports with nonconventional naturalat least US$1b/year. Moreover, the country will be able to export more, especially to the bordering countries.
This is a 35-year concession granted to IEASA. It can designate a third-party to build, operate and maintain the facility.
Also, by means of Decree No. 76/2022 dated February 11, 2022, the concession of this gas from the Vaca Muerta area, which requirespipeline was granted to be transported to urban areas. For this purpose, on July 30, 2019, the SHR issued Resolution 437, which includes the rulesIEASA for a term of 35 years and the trust FONDESGAS (Fondo de Desarrollo Gasífero Argentino) was created, with IEASA as trustee and beneficiary, and BICE (Banco de Inversión y Comercio Exterior, a public tender process to grant a new license, including the design andbank) as trustee.
The construction of a pipeline,the NK Pipeline is vital importance for the operationArgentine energy development. The construction of a new natural gas transport system, which will be completedthe NK Pipeline is set to occur in two different stages: (i)
the first by connectingstage began at the areaend of 2022. It will connect the town of Tratayén in the Province of Neuquén Province with the areatown of Salliqueló in the Province of Buenos Aires, where it will be connected to the gas pipeline system operated by us. The initial capacity of the NK Pipeline of 11 MMm3/d is expected to be online by winter 2023. Finally by mid of 2024 after the construction of compressor plants the total capacity of this stage will be 21MMm3/d.
The second stage will connect to San Jerónimo area un the Province and (ii) second, by connecting the area of Salliqueló with the city of San Nicolás de los Arroyos in the Buenos Aires Province.and the south of the Province of Santa Fé. The total capacity will be 39 MMm3/d with a length of 746 miles.
The open biddingworks will be carried out by IEASA, which will be able to do it by directly or indirectly, with priority to YPF. In the event that for this new natural gas transportation license was issued by the SGE on July 30, 2019. On April 2, 2020,execution of the works the Secretary of Energy extendedopens a call for bids, we will evaluate the deadline to submitconvenience of participating in the bids until December 30, 2020 and announced amendments to the bidding terms and conditions.
Customers and Marketing
Our principal service area is the greater Buenos Aires region in central-eastern Argentina. We also serve the more rural provinces of western and southern Argentina. As of December 31, 2020,2022, our service area contains 6.26.3 million end users, including 4.1 million customers in the greater Buenos Aires area. Direct service to residential, commercial, industrial and electric power generation end users is mostly provided by four gas distribution companies in the area, all of which are connected to our pipeline system: Metrogas S.A., Naturgy Argentina S.A., Camuzzi Gas Pampeana S.A. and Camuzzi Gas del Sur S.A. These natural gas distribution companies serve, in the aggregate, 69.7%65% of the natural gas distribution market in Argentina. The other five Argentine distribution companies are located in and serve northern Argentina and are not connected directly to our pipeline system.
The table below contains certain information for the year ended December 31, 2020,2022, as it relates to the distribution companies that are connected to our pipeline system:
Company | Annual deliveries (Bcf) | Volume of market served (in %) | No. of end users (in millions) | Deliveries received from us (in %) | Annual deliveries (MMm3) | Volume of market served (in %) | No. of end users (in millions) | Deliveries received from us (in %) | ||||||||||||||||||||||||
Metrogas (1) | 217.6 | 21.0 | % | 2.4 | 87 | % | 6.0 | 19.6 | 2.4 | 71 | ||||||||||||||||||||||
Camuzzi Pampeana (1) | 227.0 | 22.0 | % | 1.4 | 95 | % | 5.7 | 18.6 | 1.4 | 94 | ||||||||||||||||||||||
| Camuzzi Sur | 167.0 | 16.2 | % | 0.7 | 100 | % | 4.6 | 15.0 | 0.8 | 100 | ||||||||||||||||||||||
Naturgy Argentina (1) | 109.1 | 10.6 | % | 1.7 | 67 | % | 3.7 | 12.1 | 1.7 | 66 | ||||||||||||||||||||||
69.7 | % | 6.2 | 65.4 | % | 6.3 | |||||||||||||||||||||||||||
| (1) | Also connected to the TGN system. |
Source: ENARGAS
The firm average contracted capacity for our four largest distribution customers, Pampa Energía and for all other customers, as a group, as of December 31, 2020, 20192022, 2021 and 2018,2020, together with the corresponding net revenues derived from natural gas firm transportation services during such years and the net revenues derived from interruptible services during such years are set forth below:
For the years ended December 31, | For the years ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
2020 | 2019 | 2018 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||||||||||||||||||||
| 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) | Average firm contracted capacity (MM3/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MM3/d) | Net revenues (millions of pesos) | Average firm contracted capacity (MM3/d) | Net revenues (millions of pesos) | |||||||||||||||||||||||||||||||||||||
Firm: | ||||||||||||||||||||||||||||||||||||||||||||||||
| Metrogas | 590 | 5,889 | 590 | 7,960 | 590 | 8,156 | 16.7 | 10,356 | 16.7 | 11,822 | 16.7 | 17,317 | ||||||||||||||||||||||||||||||||||||
| Camuzzi Pampeana | 558 | 4,306 | 558 | 5,823 | 558 | 5,944 | 15.8 | 7,669 | 15.8 | 8,709 | 15.8 | 12,660 | ||||||||||||||||||||||||||||||||||||
| Naturgy Argentina | 417 | 3,510 | 417 | 4,743 | 417 | 4,867 | 11.8 | 6,286 | 11.8 | 7,051 | 11.8 | 10,320 | ||||||||||||||||||||||||||||||||||||
| Camuzzi Sur | 388 | 883 | 388 | 1,195 | 388 | 1,219 | 11.0 | 1,817 | 11.2 | 2,013 | 11.0 | 2,595 | ||||||||||||||||||||||||||||||||||||
| Pampa Energía | 152 | 895 | 162 | 1,079 | 92 | 888 | 3.2 | 1,471 | 4.0 | 1,667 | 4.3 | 2,630 | ||||||||||||||||||||||||||||||||||||
| Others | 809 | 3,604 | 802 | 4,415 | 840 | 4,567 | 24.5 | 6,386 | 23.3 | 7,545 | 22.9 | 10,597 | ||||||||||||||||||||||||||||||||||||
Total firm | 2,914 | 19,087 | 2,917 | 25,215 | 2,885 | 25,641 | 83.0 | 33,984 | 82.6 | 38,806 | 82.5 | 56,118 | ||||||||||||||||||||||||||||||||||||
Interruptible and others: | - | 4,415 | - | 5,581 | - | 6,740 | 6,659 | - | 8,924 | - | 12,983 | |||||||||||||||||||||||||||||||||||||
Total | 2,914 | 23,502 | 2,917 | 30,796 | 2,885 | 32,381 | 83.0 | 40,463 | 82.6 | 47,730 | 82.5 | 69,101 | ||||||||||||||||||||||||||||||||||||
We play a leading role in the natural gas industry in Argentina and satisfy 10870 direct customers and 6.26.3 million indirect customers for the year ended December 31, 2020.2022.
Pipeline Operations
Pipeline Deliveries. The following table sets forth our average daily natural gas firm and interruptible transportation deliveries for 2020, 20192022, 2021 and 2018:2020:
For the year ended December 31, | For the year ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2022 | 2021 | 2020 | |||||||||||||||||||
| Firm: | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | Average daily deliveries (MMcf/d) | Average daily deliveries (MMm3/d) | Average daily deliveries (MMm3/d) | Average daily deliveries (MMm3/d) | ||||||||||||||||||
| Metrogas | 427 | 494 | 487 | 12.9 | 11.7 | 12.1 | ||||||||||||||||||
| Camuzzi Pampeana | 328 | 350 | 371 | 10.8 | 10.4 | 9.3 | ||||||||||||||||||
| Camuzzi Sur | 240 | 233 | 244 | 7.1 | 7.3 | 6.8 | ||||||||||||||||||
| Naturgy Argentina | 215 | 240 | 223 | 6.7 | 6.4 | 6.1 | ||||||||||||||||||
| Others | 544 | 547 | 569 | 15.6 | 15.8 | 15.4 | ||||||||||||||||||
| Subtotal firm | 1,755 | 1,864 | 1,893 | 53.1 | 51.6 | 49.7 | ||||||||||||||||||
| Subtotal interruptible | 512 | 498 | 569 | 15.5 | 16.7 | 14.5 | ||||||||||||||||||
| Total | 2,267 | 2,362 | 2,462 | 68.6 | 68.3 | 64.2 | ||||||||||||||||||
Average annual load factor (1) | 78 | % | 81 | % | 85 | % | 83 | % | 83 | % | 78 | % | ||||||||||||
Average winter heating season load factor (1) | 86 | % | 90 | % | 98 | % | 85 | % | 95 | % | 86 | % | ||||||||||||
| (1) | Average daily deliveries for the period divided by average daily firm contracted capacity for the period, expressed as a percentage. |
Natural gas daily average injection to the pipeline system operated by us amounted to 2,408 MMcf /d68.6 MMm3/d in 2020, 8% lower2022, 2% higher than the average 2,605 MMcf/69.7 MMm3/d injected in 2019. In 2020. Thisof 2021. It should be noted that the contribution of the Neuquén basin was due to declines in reservoir production in all basins.13% higher than last year, while the southern basin decreased its injection by 11%.
The chart below shows the main operating data for the natural gas transportation segment.
Natural Gas Transportation System Improvements. In
The “greater” Buenos Aires area comprises the City of Buenos Aires and its surrounding area. One end of our natural gas transportation system (the “Buenos Aires ringRing”) is located in the greater Buenos Aires area, where we transfer natural gas for further delivery to major natural gas distribution companies.
Actions Taken During the COVID Emergency. ToEspecially during 2022, to guarantee the reliability of the transportation system and the safety and health of our workforce and customers during the COVID emergency, a reliability strategy was implemented, focusing on critical maintenance tasks for the system, supported by planning process, training and raising hygiene awareness and implemented protocols to prevent the spreading of the COVID, which allowed us to achieve compliance with the plans on time, without major incidents and overcoming emerging obstacles.
We considered technical, logistical, operational and occupational safety and health prevention aspects in the operation and maintenance activities have allowed us to:
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.
Likewise, and within the framework of this emergency, we optimized capital investments and operating expenses, without affecting the safety and reliability tasks that allow us to operate the gas pipeline system in accordance with current regulations.
System Improvements. In 2020, 20192022, 2021 and 2018,2020, our pipeline system satisfactorily met the demands generated by the winter season and the requirements of ENARGAS. To that effect, we carried out several maintenances, prevention and inspection works.
During 2022, we conducted integrity assessment tasks, such as in-line inspections along 2181,246 miles of pipelines and direct assessment through Close Interval Survey (CIS) and Direct Current Voltage Gradient Survey (DCVG)CIS+DCVG techniques (sections with no scraper traps)Scraper Traps) over 105286 miles of pipelines. TheseThe purpose of these tasks have been conductedis to identify, assess and control threats to thepipelines integrity of our pipelines,- such as external and internal corrosion, geometrical defects, manufacture and/or construction anomalies, and coatingrecoating failures, among others.
While performing the average programs carried out overworks mentioned in the last five years.
To mitigate corrosive activity we carried out filling works in reinforcement sleeves to ensure integrity in high population density areas.
We launched an inline inspection plan with “EMAT” technology to detect cracks colonies, within the framework of the SCC evaluationassessment and mitigation plan, an internal inspection plan was carried out with "EMAT" technology to detect crack colonies. To date, 46plan. In the year 2022, we inspected 226 miles of the Buenos Aires Ring Pipeline have been completed. A work was carried out for which there are very few references in the world, the internal inspection with ultrasound tool (UTCD) in liquid pothole in 67 miles of the San Martín gas pipeline in the discharge of PC San Julián. This is the first time this type of inspection is carried out in Latin America. This innovative operation allowed complementing EMAT technology, maximizing the capacity of detection of cracks by SCC and rehabilitation of the 67 miles of pipeline.
On the other hand, basedseeking to ensure that inline inspection processes conducted at we meet best practices and international standards and always on the lookout for opportunities for improvement, in 2022 we conducted an audit to the inline inspection company that works with us, focusing on their staff competences and overall service quality.
There is no doubt that this innovating approach and synergy between tgs and the contractor improve the service efficiency on the whole and guarantee our pipelines condition for the service.
Departing from an analysis and planning carried outconducted by the pipeline integrity team, awe conducted an assessment campaign was carried out to evaluate 94 defects due toof 170 external corrosion geometricand geometrical defects, anomalies in longitudinal seam weld and girth weld,circumferential seams, which required immediate repair throughrepairs that were executed by means of the installation of 813 reinforcement sleeves and 479 meters15 pipe replacements.
Within the scope of pipe replacement.
We continued works to mitigate third party damage risks in the executionhigh population density segment of the remote equipment monitoring plan, for which radio equipment was upgraded in 11 cathodic protection facilities.
We assessed the integrity of 12 derivations located in the Las Heras – Pacheco pipeline section. This work allows us to check the facilities.
We successfully carried outcompleted the 2022 winter maintenance plan,program, which allows us to guarantee thea safe and reliable operation of the gas pipeline system.
We also installed scraper trap launchers and receivers for maintenance and cleaning purposes in certain sections of pipeline and we also used Smart Pigs to detect each section’s integrity status. This activity was carried out in the compressor plants of Moy Aike and Magallanes, giving more flexibility to the operation of the system, avoiding the shutdown of turbo-compressors when their use is not required for short periods of time.
We updated the fire and Gas)gas systems ofat the turbocompressor huts outdoor enclousures atturbine machine housing of the Bosque Petrificado Plant, bringing them upplant, upgrading the system to a NFPA standard (National Fire Protection Association) standards, and reporting their tripping. The system’s trigger is reported to the plant control room and through the SADYC -data acquisition–data and control system-acquisition system – to the Cerri node. Also,Besides, we added a blocking and venting system was incorporated to the fuel gas line in case ofthe event that the system tripping.is triggered.
In addition, we improved facilities at the Indio Rico compressorConfluencia Compressor Plant in terms of operative safety.
To ensure operations continuity at the Magallanes plant, we changedworked to decouple discharges to make outflows independent so if there is damage in the control system ofmain or loop pipeline, the two turbo compressors, whose components wereplant may remain in obsolescence period and made maintenance tasks difficult, thus increasing the reliability of the operation. This same task has been carried out at other points of the system, which has allowed us to modernize the control system used.service.
We carried out works aimed at extending the operationuseful life of pressure containers and ducts’ to boost reliability and reduce risks at facilities. These tasks comprised several unit inspections and preventive maintenance at our facilities, including the Galvan Plant poliducts.
To improve the reliability of the system during 2020, despite the COVID, was satisfactorily carried out with no interruptionsCryogenic Train C, inspections were performed in the service. There has only been one leakcritical processing units, increasing their useful lives. We also replaced the exchanger D2-317C, ensuring the energetic exploitation of the process, replacing dehydration exit filters, increasing the process current flow and updating the turbine expander C’s instruments and control.
A significant landmark in our operations —started in 2020—was the finalization of the GE turbine machinery replacement and the assembling of the new pressurization system in the casing of said turbine machinery. This year, focused on operative efficiency and continuity at our facilities, we completed the assembling of vapor compressor at the Environment Plant and we replaced the start systems of the cryogenic plants’ cooling circuits, increasing the reliability of the ambient-temperature and cooled hydrocarbons storage and dispatch. On the other hand we started ongoing investments to mitigate technological obsolescence risk and increase our processes operative safety: air compressor for quality certifications chromatograph, new battery bank to increase the reliability of the safe energy system of the Absorption Plant and the Cerri Complex compressor plants, new electrical engines to boost the reliability of absorption and transfer processes from Cerri to Galván, implementation of the SIS in vapor generator heaters and fire central at the Cerri storage.
It is worth mentioning the new fire-fighting network for the Cryogenic Plant electricity distribution transformers and for the propylene and gasoline tanks at the Galván plant.
We conducted the major maintenance of 24,000 hours of the MC White 1B, and the 16,000 hours maintenance of the MC White 2A, critical equipment of the cooling circuit and the deethanizer process of the Absorption Plant.
Focused on the interconnection gas pipeline Neuba I - Huincul Senillosa 16",continuous and safe management of facilities, we certified and adapted the relief systems of the 12 Langmar tanks in line with Resolution Secretary of Energy 404/94. On the Province of Neuquén, which did not cause any interruption in the service provided. As a result, there were no victims or significant damages.
Improvement works at the Río Neuquén treatment and compression plant consisted mainly in the change of pipes in the cooling towers. We also conducted several tasks in the pipe systems that will ensure greater reliability in the rendering of related services.
We also enlarged the Control Room to improve working conditions, extending the surface to meet staff and equipment space needs. We also installed new fire systems to improve the safety of our facilities, protecting both our assets and our staff.
At the Rio Neuquén plant we are conducting works to enhance reliability and service continuity, focusing on operative safety and environment, safety and government aspects (“ESG”).
Works at Vaca Muerta facilities
We continued with the Tratayén plant expansion process, which is developed in line with requirements to increase Midstream services supply. Expansion works this year included the installation of two conditioning units with Joule Thompson technology that increase the conditioning capacity by 7 MMm3/day and two other major safety related incidentconditioning modules of Propak turbine expanders that in ourthe future can be converted to the processing of gathered natural gas, which will increase the conditioning capacity by 6.6 MMm3/day, each of them. It is foreseen that future investments will target the installation of additional identical modules.
Focused on the growth of the Vaca Muerta system, in 2019.2023 we are starting the works required to add auxiliary services such as a new gasoline stabilization plant (the third for this facility) as well as the purchase of new land.
We also conducted works for third parties, putting into service several facilities such as the construction of a new compressor plantVista and the revamping of some existing units. The Gas Trust invested U.S.$311 million, which was repaid by applying 20% of the revenues generated by the additional firm contracted capacity plus a surcharge, which is ultimately paid by industries, power plants and compressed natural gas (“CNG”) suppliers for whom gas transportation supply is made under firm contracts. We invested U.S.$40 million in the First Expansion (including Value Added Tax (“VAT”) in the amount of U.S.$7 million), which was recovered through our right to collect 80% of the revenues obtained from the additional transportation capacity based on our current tariff rate (but notTecpetrol links to the extent of certain increased rates that may apply in the future).VM pipeline system.
Technical Assistance Services Agreement. As part of its bid to purchase a 70% interest in us from the Government, CIESA was required to have an investor-company with experience in natural gas transmission that would serve as our technical operator. In late 1992, we entered into a Technical Assistance Agreement with PEPCA (the “Technical Assistance Agreement”), an indirect, majority-owned subsidiary of Enron Corp. (“Enron”). The term of the Technical Assistance Agreement was for eight years from December 28, 1992, renewable automatically upon expiration for an additional eight-year term and was assigned to Petrobras Argentina S.A. (“Petrobras Argentina”) as part of a master settlement agreement. Since July 2004, Petrobras Argentina was our technical operator and was in charge of providing assistance related to, among others, the operation and maintenance of the natural gas transportation system and related facilities and equipment in order to ensure that the performance of the system is in conformity with international natural gas transportation industry standards and in compliance with certain Argentine environmental standards.
On July 27, 2016, Petrobras Argentina was acquired by Pampa Energía. For further information, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
With the prior approval of ENARGAS and our Board of Directors, in December 2017, we and Pampa Energía agreed to a technical, financial and operational assistance service agreement (the “SATFO”) for a three-year term. The SATFO substantially contains the same terms as the Technical Assistance Agreement, as amended. However, the scope of the contract was extended to include a greater number of services that Pampa Energía must render us. Any amendment, assignment or even termination of the SATFO has to be authorized by ENARGAS. Pursuant to the SATFO, the currency for the technical assistance fee paid to Pampa Energía is U.S. dollars. Our Audit Committee analyzed the SATFO and concluded that its price is on market terms.
The SATFO sets out the services to be provided by Pampa Energía to us, at the request of our Chief Executive Officer. Between December 2017 and October 2019, we received from Pampa Energía technical, financial and operational assistance and we paid a monthly fee for such services in amounts equal to the greater of (i) U.S.$US$3 million and (ii) an amount equal to 7% of the difference between our net income before interests and income taxes of the most recently ended twelve-month period and U.S.$US$3 million.
The services provided by Pampa Energía to us under the SATFO include assisting us in the following matters to the extent that they arise in the ordinary course of business: (i) replacement, repair and renovation of facilities and equipment to ensure that the performance of the system is in accordance with international gas transportation industry standards; (ii) preparation of performance evaluations, operating cost analysis, construction assessments and advice related to budget control; (iii) advice regarding safety, reliability and efficiency of system operation and gas industry services; (iv) advice regarding compliance with applicable laws and regulations relating to safety and industrial hygiene, pollution and environmental protection of the system; (v) routine and preventive maintenance of the system; (vi) staff training; (vii) design and implementation of the necessary procedures to provide with the aforementioned services; (viii) financial and insurance advice; (ix) advice on operational improvements such as risk analysis, generation and commercialization of electric energy, operative management of the “midstream,” human resources management, and legal and supply management; (x) advice on non-regulated businesses such as midstream, electric, petrochemical, processing, and construction, among others; and (xi) design and implementation of all major aspects of natural gas transportation and liquids production, as well as administrative information and control system to adequately inform our management group.
Our Board of Directors, at its meeting held on September 17, 2019, approved a proposal for Pampa Energía, as technical operator of the SATFO, for a significant reduction in the compensation it receives under the SATFO. The Generalgeneral and Special Shareholders Meetingspecial shareholders meeting held on October 17, 2019, ratified such proposal. The Audit Committee also expressed its favorable opinion to such proposal, as required by the Capital Markets Law, because Pampa Energía is our related party.
According to such amendment, we extended the term of the SATFO until December 27, 2024 (automatically renewable for three more years), and replaced the provisions relating to the calculation of the fee payable to Pampa Energía. Pursuant to the amended SATFO, the monthly fee payable to Pampa Energía shall be equal to the greater of: (i) U.S.$US$0.5 million and (ii) an amount equal to the percentage specified below for the corresponding period applied to the difference between our net income before interests and income taxes of the most recently ended twelve-month period:
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%.
For the year ended December 31, 2020,2022, we recorded a charge of Ps. 1,430Ps.3,067 million for services rendered by Pampa Energía pursuant to the amended SATFO.
The Argentine Natural Gas Industry
Historical Background. Prior to the privatization of GdE, the Argentine natural gas industry was effectively controlled by the Government.
In 1992, the Natural Gas Law was passed providing for the privatization of GdE. The Natural Gas Law and the related decrees provided for, among other things, the transfer of substantially all of the assets of GdE to two natural gas transportation companies and eight distribution companies. Currently there are nine authorized companies to distribute natural gas in Argentina. The ninth concession was added in 1998 and covers the Mesopotamian provinces, Formosa, Chaco, Entre Rios and Misiones which previously had no network for natural gas service. The license for the Mesopotamian region was awarded to GasNea S.A. The transportation assets were divided into two systems on a broadly geographical basis, the northern and southern trunk pipeline systems, designed to give both systems access to natural gas sources and to main centers of demand, including the greater Buenos Aires area. As a result of the division, our natural gas transportation system is connected to the two natural gas distribution systems serving the greater Buenos Aires area, one serving Buenos Aires Province (excluding the greater Buenos Aires area and the northeast of this province) and one serving southern Argentina. TGN is connected to five distribution systems serving northern Argentina. TGN is also connected to the natural gas distribution systems serving the greater Buenos Aires area and, to a limited extent, the natural gas distribution system serving Buenos Aires Province (excluding the greater Buenos Aires area). In the two instances where we are directly connected to a natural gas distribution system with TGN, we are the principal supplier of natural gas transportation services.
The Natural Gas Law and the related decrees granted each privatized natural gas transportation company a license to operate the transferred assets, established a regulatory framework for the privatized industry based on open, non-discriminatory access, and created ENARGAS to regulate the transportation, distribution, marketing and storage of natural gas. The Natural Gas Law also provided for the regulation of wellhead gas prices in Argentina for an interim period. Prior to deregulation, the regulated price was set at U.S.$US$0.97 per million British thermal units (“MMBtu”) at the wellhead, which had been the regulated price since 1991. Pursuant to Presidential Decree No. 2,731/93, gas prices at the wellhead were deregulated as of January 1, 1994 and, from that date until the year 2002, the average price of gas increased.
In spite of the devaluation of the peso in 2002, increases in wellhead natural gas prices were limited until 2004. From May 2004 until August 2005, wellhead gas prices increased in a range from 105% to 180% (depending on the gas basins) for power plants, industries and large businesses. These adjustments were complemented by lower increases in the price of natural gas for CNG vehicles.
In October 2008, the former Federal Energy Bureau through Resolution No. 1,070/2008 increased natural gas at the wellhead for residential, CNG and power station users. According to this resolution, natural gas producers agreed to transfer all of the increase in prices actually received less certain deductible amounts to a trust fund established by Law No. 26,020, to allow low-income consumers with no access to natural gas to buy LPG at a subsidized price (the “Stabilization Agreement”). With Resolution No. 73/2015, the Federal Energy Bureau, under Decree No. 470/2015, ordered the termination of the trust approved by Resolution No. 1,080/2008 with effect from April 1, 2015. Through the Stabilization Agreement, we agreed to supply LPG fractionation companies at a reference price, which is substantially below market prices, certain volumes of LPG, which are determined by the SHR. As compensation, we received a fixed fee determined by the SHR.
In recent years, the Argentine natural gas industry has experienced rising demand, decreased supply, and lower investment in exploration, production, transportation and distribution of natural gas as a result of economic factors, including the economic recovery of many industries and GDP growth, since 2003, and government restrictions on increases in the wellhead price of natural gas and in the transportation and distribution tariffs.
As a result of this environment, the Government implemented a set of measures designed to address the combination of rising demand and lower investment in exploration, production, transportation and distribution of natural gas, including, among others:
creation of Integración Energética Argentina S.A. (“IEASA” formerly (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;
hiring of two re-gasifying LNGLGN 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;expansions works in transportation and distribution of natural gas;
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;
importation of natural gas from Bolivia and Chile, which has increased significantly over the past two years;
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; and
| • | In order to foster the production of natural gas, the Argentine government adopted different programs, including the “Natural Gas Additional Injection Stimulus Program”, Gas Plan II (implemented by means of Resolution No. 60/2013), and the “Stimulus Program for New Natural Gas Projects” (Programa de Estímulo a los Nuevos Proyectos de Gas Natural); |
the establishment of the 2020-2024 natural gas scheme through the Plan Gas.Ar.Gas.Ar Plan; 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.
On March 31, 2014,December 23, 2019, the Federal Energy Bureau issued Resolution No. 226/2014Government enacted Solidarity Law, declaring a public emergency in economic, financial, fiscal, administrative, pension, tariff, energy, health and social matters. The Solidarity Law establishes that (i) natural gas tariffs under federal jurisdiction will remain unaltered for a term of one hundred eighty (180) days as from December 23, 2019, and (ii) the executive branch is empowered to implement a program forrenegotiate tariffs under federal jurisdiction, either within the rational use of natural gas. This Resolution provides a new tariff scheme based on cubic meter consumption and the basin or regionframework of the country. The program encourages a reductioncurrent general tariff reviews or through an extraordinary review, in consumption by providing different prices for those commercial and residential users that effectively reduce consumption.accordance with Law No. 24,076 (Gas Law).
On December 6, 2022, by means of Decree No. 815/2022, the following:
term for the completion of the RTI processes were prioritized to provideestablished in Decree 1020 was extended for a frameworkperiod of certainty to1 year as from its expiration, i.e. until December 18, 2023. It also extends, as from January 1, 2023, the operationintervention of public utility companies;
ENARGAS, which is instructed, while 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
In January 2017, the Government announced the implementation of certain benefits in order to increase oil and natural gas production. This announcement iswas aimed at attracting local and foreign investments with an emphasis in the Vaca Muerta formation of the Neuquina basin. The announcements included:
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.$US$7.50 for 2018, U.S.$US$7.00 for 2019, U.S.$US$6.50 for 2020 and U.S.$US$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.
Since March 2020 and during the rest of such year, the oil and NGL prices fell sharply and were very volatile primarily due to the COVID pandemic and geopolitical tensions among OPEC members and Russia, the oil and LNG prices have fallen sharply and been very volaitle.Russia. In addition, the quarantine measures taken by the Government to slow down COVID spread have caused a significant decrease in the consumption of natural gas and gasoline. The demand for natural gas in the industrial sector iswas affected by a reduction of small industries that have beenwere paralyzed especially in the Great Buenos Aires, and some large industries that have reduced their activity.
Additionally, the domestic demand for fuels decreased considerably due to the contraction in consumption and the paralysis of the country.consumption. Likewise, important restrictions were verified by the main exporting companies as a consequence of the restrictions imposed by the different countries for the unloading of products.
By means of Decree No. 892/2020, dated November 13, 2020, the Government implemented the Gas.Ar Plan. The purpose of such plan is to encourage investments in natural gas exploration and production through the implementation of prices and incentives. The plan also implements a direct contracting mechanism between (i) natural gas producers and distributors and sub-distributors (to satisfy priority demand) and (ii) CAMMESA. Such contracting will be made taking the PIST as a reference, a tender procedure carried out by the SE.
According to the Gas.Ar Plan, the Argentine government may assume on a monthly basis payment of a portion of the price of natural gas in the PIST, in order to mitigate the impact of the cost of natural gas to be transferred to end users. The BCRA established mechanisms to guarantee the repatriation of direct investments and their respective returns and/or the payment of principal and interest of foreign financings, provided that such funds have been entered into to Argentina through the Argentine Foreign Exchange Market as from the entry into force of the decree and are used to finance projects under the Gas.Ar Plan.
The extensionSecretary of Energy is tasked with implementing the plan. The Secretary is assigned the power to implement a plan with maximum volume, terms and price references for natural gas, applicable to supply agreements between suppliers and demanding agents to be executed within the framework of the current situation will force producersplan, and that ensure the free formation and transparency of prices in accordance with Law No. 24.076.
On December 3, 2020 the first auction was held within the framework of the Gas.Ar Plan by means of which the government promoted to reduce their production. The production that does not findhave a buyer must be exported at considerable losses, or stored. All these situations will mean a reductionbase of 70 MMm3/d, corresponding to the Neuquina basin 47.2 MMm3/d, to the Austral Basin 20 MMm3/d and to the Northeast Basin 2.8 MMm3/d, plus additional volumes in winter. Producers in the profitabilityNeuquén Basin offered 49.35 MMm3/d. From the Austral Basin, bids totaled 18.5 MMm3/d. In other words, in total, the initiative achieved a commitment of 67.85 MMm3/d, just below the target.
On February 22, 2021, pursuant to Resolution No. 129/2021, the Secretary of Energy called for a new bidding within the framework of the Gas.Ar Plan to supply with domestic natural gas production the highest demands of the winter period. Companies submitted their bids for a volume of up to 4.5 MMm3. The weighted price of round two for the winter of 2021 was 4.731 US$/MMbtu. For the winters of 2022, 2023 and existing projects.
2024 the volume bid was 3.36 MMm3/day at a weighted average price of 4.73 US$/MMbtu.
2024 the volume bid was 3.36 MMm3/day at a weighted average price of 4.73 US$/MMbtu.
In mid-October 2021 the way in whichthird round of the activityPlan Gas.Ar was called through Res. 984/21. In it, the purchase of 3 million m3/day of gas from the Neuquina basin, 1.5 million m3/day from the South of the country and 1 million m3/day from the Northwest was tendered for the years 2022 to 2024 inclusive, with injection starting next winter 2022.
There were only offers from the Neuquina basin. The natural gas production and commercializationof the Neuquina basin represented approximately 60% of the total production of natural gas in Argentina during 2021.
Through Res. No. 770/2022, on November 11, 2022, the Secretary of Energy called for an auction for the extension of the commitments assumed by the awardees in the Neuquina Basin in Rounds 1 and 3, as well as the award of the following incremental volumes in the Neuquina Basin. At the same time, through the above mentioned resolution the Secretary of Energy also called for an auction for:
1) The extension of the commitments assumed by those awarded in the provinces of Chubut and Santa Cruz within the framework of the procedures carried out in Round I (Round 5.1).
2) The presentation of Incremental Gas projects in the Austral and Northwest basins, under the figure of Incremental Activity Plan according to the definition of Decree No. 892/2020, replaced by Decree No. 730/2022, with the purpose of obtaining additional volumes of natural gas to reinforce the injections of the transportation system in those points where there is available capacity (Round 5.2).
Under this round, an incremental gas project was received from CGC to increase production in the Austral basin, in its Santa Cruz and Santa Cruz Norte areas (San Jorge Gulf) with a net contribution to the system of more than 2 MMm3/d for next winter and of approximately 2.60 MMm3/d for 2024 at an average price of US$ 7.40 per MMBTU.
The companies that were awarded in Rounds 4 and 5 of the Gas Ar Plan were: YPF, Shell, Pampa Energía, PAE, CGC, Pluspetrol, Tecpetrol, Total, Exxon Mobil, Petrobras, Vista and Wintershall Dea. It is important to highlight that bid were received for more than 45 MMm3/d for the filling of the President Néstor Kirchner Gas Pipeline, more than double the capacity expected to be available in early 2024. In addition, offers were obtained to cover the winter peak at a price close to US$ 5/MMBTU.
As the economic activity recovered in 2021, the oil and NGL prices have also started to increase. In addition, the invasion of Ukraine by Russia significantly increased oil prices which continue to be very volatile.
On October 29, 2021, the Secretary of Energy issued Resolution No. 1,036/2021 establishing the guidelines for an energy transition plan 2030. This plan contemplates a series of measures aimed at reducing CO2 emissions, efficient energy consumption and a plan for the promotion of gasification actions in the country, which contemplates making the necessary investments to bring gas to the points of consumption.
On February 9, 2022, through Resolution 67 the Government created the Transport.Ar Program which intends to solve the infrastructure deficit. Resolution 67:
Declares the construction of the NK Pipeline to be of National Public Interest as a strategic project for the development of natural gas in the Argentine Republic (which will be developed. Since attransport natural gas starting from the dateProvince of issuanceNeuquén, crossing the Provinces of Río Negro, La Pampa, Buenos Aires, up to the Province of Santa Fe), as well as its complementary works, and the construction of the works for the expansion and strengthening of the National Natural Gas Transportation System.
Creates the Transport.Ar Producción Nacional with the purpose of promote de development and growth of natural gas production and supply, optimizing the transportation system, increasing natural gas exports, promoting regional integration, among others.
The Secretary of Energy shall conduct this program, in order to guarantee the development of natural gas in the market, in accordance with the objectives set forth in Resolution 67/2022 and with the provisions of Decree No. 892/2020 (Gas.Ar Plan) and Resolution No. 1. 036/2021 of the Secretary of Energy.
Also, through Decree No. 76/2022 of February 11, 2022, the concession of this Annual Report it is not possiblegas pipeline was granted to estimate the scope and impactIEASA for a term of both the events mentioned above35 years and the measures adopted bytrust FONDESGAS (Fondo de Desarrollo Gasífero Argentino) was created, with IEASA as trustee and beneficiary, and Banco de Inversión y Comercio Exterior (“BICE”) as trustee.
The construction of the government to mitigate this situation, we are unable to ascertainPresident Néstor Kirchner Gas Pipeline and its complementary works is of vital importance for the impact upon the sector at this time.Argentine energy development and will imply both fiscal benefits and foreign currency savings for Argentina.
Natural Gas Demand. Natural gas consumption in Argentina has played a significant role in the energy industry in recent years, reaching more than 50% of total national energy consumption, which is greater than the comparable percentage for worldwide energy consumption. The graphicsgraphic below illustrate the breakdown of natural gas consumption in Argentina in 20052021 and 20202022 by type of consumer:
Source:ENARGAS
Beginning in 2003, a sharp increase in natural gas demand occurred as a consequence of: (i) the recovery of certain industries in the Argentine economy in 2003, (ii) the 2002 devaluation of the peso as well as the transportation and distribution tariffs and the elimination of both tariff and wellhead gas price adjustments, making this fuel relatively inexpensive for consumers as compared to other types of fuel, the prices of which are affected by inflation, (iii) the growth of GDP between 2003 and 2013 and (iv) the energy policy that seeks to be one of the main producers of natural gas that allows not only to replace the import of natural gas but also to generate the necessary resources for its export. As a result, natural gas became, by far, the cheapest fuel in Argentina and high rates of substitution of natural gas for other fuels in industry, power plants and vehicles have been observed. Likewise, the rising demand for gas has also been based on the recovery of many industrial segments of the Argentine economy, and the lack of availability of natural gas to meet current demand represents a challenge for continued industrial growth at the rates achieved in recent years.
2003 | 2016 | 2017 | 2018 | 2019 | 2020 | |||||||||||||||||||
Residential (1) | 704.3 | 1,153.8 | 1,030.4 | 1,026.8 | 987.9 | 1,012.5 | ||||||||||||||||||
| Commercial | 98.8 | 132.4 | 123.0 | 121.6 | 140.9 | 106.9 | ||||||||||||||||||
Industries (2) | 1,033.6 | 1,169.2 | 1,210.9 | 1,276.5 | 1,330.6 | 1,234.8 | ||||||||||||||||||
| Power plants | 846.7 | 1,548.3 | 1,671.7 | 1,663.1 | 1,461.5 | 1,375.9 | ||||||||||||||||||
| CNG | 255.4 | 273.5 | 246.9 | 232.3 | 238.2 | 180.8 | ||||||||||||||||||
Others (3) | 37.7 | 46.3 | 43.1 | 41.8 | 41.5 | 30.8 | ||||||||||||||||||
| Total | 2,976.5 | 4,323.4 | 4,326.0 | 4,362.0 | 4,200.5 | 3,941.8 | ||||||||||||||||||
The demand for natural gas in Argentina is highly seasonal, with natural gas consumption peaks in winter. The source of seasonal changes in demand is primarily residential consumers. In order to bridge the gap between supply and demand, especially with respect to peak-day winter demand, the Government has entered into several natural gas import agreements.
The most important agreement was signed with the Bolivian government in June 2006 and amended in May 2010 and July 2012. The agreement provides for the import of natural gas from Bolivia to Argentina to be managed by ENARSAIEASA to deal with the decrease in domestic natural gas production and in an effort to maintain supplies at similar levels to the previous years. During 2022, the sixth addendum to the Bolivian import contract came into force, which modifies the price formula and, due to the decline in Bolivian fields, reduces supply volumes. The seventh addendum to the gas import contract between Energía Argentina (Enarsa) and YPFB (Yacimientos Petrolíferos Fiscales Bolivianos) was signed on December 30, 2022 and includes a reduction in the volume of natural gas that will be received.
Natural gas consumption during the first quarter of 20202022 was at similar levels137 MMm3/d, registering a 2.1% increase in natural gas consumption compared to those of the previous year. The largest differences were recorded in the electricity generation sector,year (+3 MMm3/d), mainly driven by higher consumption of priority demand as a result of variations inlower temperatures and waterhigher exports due to greater availability when comparingof natural gas. The increase could have been even higher if it were not for the impact of the Russia-Ukraine war on the price of LNG and the consequent drop in imports through the regasification terminals of Escobar and Bahía Blanca. The electricity sector cushioned this impact by substituting part of the natural gas consumption with substitute fuels (gasoil, fuel oil, coal).
During the second quarter of 2022, average temperatures were colder (13.9°C) than those recorded in the same periodsperiod of 2019,2021 (15.3°C), which explains the increase in priority demand (residential + SMEs) with respect to the previous year, registering an average increase of 2.5 MMm3/d.
Due to the incentive scheme proposed by the Gas.Ar Plan, production levels were increased and this trend will continue throughout 2022. This greater availability of local natural gas led to a sustained increase in exports, mainly to Chile through the Gas Andes pipeline, even during the winter months, taking advantage of the fact that the shipment of such volumes would not restrict supply in the domestic market given the current design of the transportation infrastructure.
Despite a 3.6% increase in electricity demand, total electricity generation decreased by 2.2% (-3.0 TWh), the difference being covered by imports mainly from Brazil. The drop in local generation is mainly explained by lower thermal generation (-7.7 TWh) due to the economic need to minimize fuel imports (liquids and LNG) and, to a lesser extent, during the first quarter of 2020 there were even higher exportsby lower nuclear generation (-2.7 TWh) due to Chile. Given the COVID, from the second quarter onwards, the sectors most impacted by the isolation measures were the consumption of compressed natural gas for vehicles (CNG) and the industrial sector. At the same time, electricity demand from industry and commerce fell during these months (a fall partially cushioned by higher residential consumption), added to higher renewablelower availability at its three plants. The lower thermal and nuclear generation andwas partly offset by a recovery of hydroelectric generation (+25.2%; + 6.1 TWh) compared to 2021, although river contributions remained at levels below the entryhistorical average. In turn, renewable energies continue to grow (+10.9% vs. 2021) contributing 14% of more efficient thermal power plants, all these factors, mainly added to a lower availability of gas in the fields, led to a lower consumption of natural gas by power plants -which had to resorttotal generation (19.3 TWh) to the usesystem.
The following graph shows the monthly consumption in 2022 in MMm3/d for each of alternative fuels in winter-. Towards the end of 2020, some recovery can be observed in the hardest hitdemand sectors, although we are still below the previous year's records, mainly in exports, which failed to recover due in partcompared to the droptotal demand in natural gas production.
Gas Supply. There are 24 known sedimentary basins in the country, 12 of which are located entirely onshore, six of which are combined onshore/offshore and eight of which are entirely offshore. Production is concentrated in five basins: Norwest in northern Argentina, Neuquén and Cuyo in central Argentina, and Golfo San Jorge and Austral in southern Argentina. In 2020, 61%2022, 60% of the natural gas transported by our system originated in the Neuquina basin with the remainder coming primarily from the Austral basin and the re-gasifying LNGLGN tanker located in Bahía Blanca. Our pipeline system is connected to the Neuquina, Austral and San Jorge Gulf basin. We are not connected to the Cuyo or Northwest basin.
The graph below shows the evolution of gross natural gas production by basin from 20092012 to 20202022 in MMcf/MMm3/d:
Source: Secretary of Energy
Set forth in the table below is the location of the principal natural gas producing basins by province, their proved natural gas reserves, reserve life and production as of December 31, 20192021 and 20182020 (the most recent years for which information is available):
Basin | Location by province | Proved Gas Reserves(Bcf)(1)(2) | Production (Bcf) | Reserve Life (years)(3) | Location by province | Proved Gas Reserves (MMm3)(1)(2) | Production (MMm3) | Reserve Life (years)(3) | |||||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2021 | 2020 | 2022 | 2021 | 2021 | |||||||||||||||||||||||||||||||||||||
| Neuquina | Neuquén, Río Negro, La Pampa, Mendoza (South) | 8,239.0 | 7,001.2 | 1,085.4 | 1,002.7 | 8 | 7 | Neuquén, Río Negro, La Pampa, Mendoza (South) | 268.5 | 244.9 | 33.0 | 28.9 | 9 | ||||||||||||||||||||||||||||||||||
| Austral | Tierra del Fuego, Santa Cruz (South), and offshore | 1,451.9 | 3,545.9 | 165.3 | 406.9 | 9 | 9 | Tierra del Fuego, Santa Cruz (South), and offshore | 78.8 | 86.2 | 9.9 | 10.9 | 7 | ||||||||||||||||||||||||||||||||||
| San Jorge Gulf | Chubut, Santa Cruz (North) | 3,219.3 | 1,496.6 | 425.2 | 174.7 | 8 | 9 | Chubut, Santa Cruz (North) | 36.3 | 35.4 | 4.1 | 3.9 | 9 | ||||||||||||||||||||||||||||||||||
| Cuyo | Mendoza (North) | 4.8 | 10.6 | 1.8 | 1.7 | 3 | 6 | Mendoza (North) | 0.2 | 0.2 | 0.0 | 0.0 | 3 | ||||||||||||||||||||||||||||||||||
| Northwest | Salta, Jujuy, Formosa | 388.4 | 452.6 | 65.2 | 74.5 | 6 | 6 | Salta, Jujuy, Formosa | 8.1 | 9.4 | 1.4 | 1.5 | 5 | ||||||||||||||||||||||||||||||||||
| Total | 13,303.3 | 12,506.9 | 1,742.9 | 1,660.5 | 8 | 8 | 391.9 | 376.1 | 48.4 | 45.3 | 7 | ||||||||||||||||||||||||||||||||||||
| (1) | Estimated as of December 31, |
| (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 |
Source: MinistrySecretary of Energy.
Given the marked seasonality of natural gas demand in Argentina, with consumption peaks in the winter months, where the residential sector is mainly the source of such fluctuations in demand, Argentina’s domestic natural gas production together with the natural gas import contract from Bolivia satisfies consumption during the warmer months (October through April), but production is insufficient to meet demand needs during the colder months (May to September), requiring Argentina to import additional volumes of natural gas from pipelines interconnecting it with neighboring countries (mainly Bolivia and occasionally Chile) and imports through LGN regasification vessels. However, during the first part of 2021 and despite the higher import volumes from Bolivia, liquid fuel consumption was needed to meet the natural gas demand of power plants given the drop in natural gas production and the lack of water availability in hydroelectric power plants.
In 2020,2022, total natural gas production decreased by 9% with respect toincreased 6.8% over the previous year, from 1,743 Bcf124.1 MMm3/d to 1,592 Bcf, the Neuquén basin accounted for more than 70% of the drop. This decrease was mainly attributable to the decrease in production and consumption as a result of the COVID and to the medium/long-term price signals perceived by the producer.132.6 MMm3/d.
In 2020,2022, YPF continued to be the main producer in Argentina with a 27%28% market share, followed by Total Austral S.A. with a 26%23% market share. The graph below shows the market share of the main natural gas operators in Argentina in terms of production for 2020.2022.
Source: Secretary of Energy
Total natural gas injection in the month of June 2022, the highest level for the year, was 129 MMm3/d, an additional 13 MMm3/d over the June 2021 record.
The Neuquina basin has the largest total natural gas production ofinjection, while the Neuquina basin represented approximately 61% of the total production ofremaining basins continue with their natural gas in Argentina during 2020. The chart below shows the evolution of the MMcf/d of natural gas produceddecline (even Bolivia is also in the applicable basin for the period indicated.
The Vaca Muerta formation, located in the Neuquina Basin, is considered one of the datemost prominent shale plays globally, and has already become the largest commercial shale development outside of this Annual Report there were no newNorth America. The development regarding this new natural gas pipeline.
Our strategy aims at being a protagonist in Argentina’s energy development. In fact, in 2018, with a vision of the future, tgs anticipated what the country required: it took a risk and built the Vaca Muerta System, consisting of 93 miles of gas pipelines and a gas treatment plant in Tratayén to allow entry into the regulated transportation systems.
Distribution of the Vaca Muerta Formation in the Basin and our infrastructure
Source: Internal information
Vaca Muerta is in a relatively early stage of its development compared to shale plays in the United States and Canada. The Permian Basin is a good analogue for Vaca Muerta, with similar geological characteristics and a long history of unconventional hydrocarbon development.
According to the Argentina gas and power market outlook of June 2022, prepared by the consulting firm Wood Mackenzie, the Neuquina Basin, hand in hand with Vaca Muerta, has a really significant development potential. The development scenarios depend on the assumptions considered in relation to the production stimulus programs such as the Gas Plan.Ar, as well as the existence of demand and projected transportation infrastructure. Based on these scenarios, the natural gas market (lower production due toprojection for the lack of price signalsNeuquina Basin by 2040 could reach levels in the medium/long term, lower exports, increased imports and higher consumptionorder of oil derivatives for power plant consumption), the Government established the Plan Gas.Ar. This plan establishes the need to guarantee the supply of natural gas demand while establishing incentives to make immediate investments150 million cubic meters per day for the maintenance and/base case or growth of production in the productive basins, where the producers must commit to achieve a production curve that guarantees the maintenance and/or increaseorder of the current levels.
Neuquina Basin. The largest natural gas basin and the major source of natural gas supply for our system is the Neuquina basin, located in west central Argentina. However, in recent years, its provedSince the discovery of Vaca Muerta formation, this basin is the most prolific basins of the country accounting 68% of natural gas reserves have been decreasing sharply as a result of exploration and exploitation, and new gas reserves have not been found in order to replace the natural gas produced. In December 2010, new non-conventional natural gas was discoveredproduction in the Neuquina basin by YPF. This new natural gas reserve is at the early stages of its exploitation, which will require approximately three to four years, and involve high investments and extraction costs.country.
Since then, the development of non-conventional gas in the Province of Neuquén has played a leading role in the increase in production of natural gas.
Natural gas production in Vaca Muerta increased 41.2% during the last twelve from November 30, 2021 to Argentina—The impact of reforms and measures taken or to be taken as a resultNovember 30, 2022. Vaca Muerta represents 37% of the change of administrationtotal gas produced in the country in 2022. In this case the three main operators are uncertainTecpetrol, which is the main operator, YPF and Total Austral. In the Vaca Muerta formation Tecpetrol increased its annual production 24.5%, YPF’s production was 51% higher and Total Austral increased its annual production by 34.2.%.”
Undoubtedly, the biggest challenge in this Basin, given the potential of Vaca Muerta, is to develop the appropriate infrastructure for the transportation of natural gas. In this sense, in 2018 we have carried forward the construction of the Vaca Muerta Norte and Sur gas pipeline and the Tratayén conditioning plant with its subsequent expansions. In this sense, the beginning of the NK pipeline works is particularly important. For additional information see, “The Argentine Natural Gas Industry” above.
Austral and San Jorge Basins. Natural gas provided by these basins, located in the southern region of Argentina, was transported mainly by us (Camuzzi Gas del Sur S.A. also transports natural gas through regional pipelines). In the Austral basin, exploration has centered in and around the basin’s existing natural gas fields and on other fields located offshore. The San Jorge basin is primarily an oil-producing basin.
Under the framework enacted by the Government to promote investments after the issuance of Decree No. 929/2013, in 2014, a joint operation was formed by Wintershall Energía S.A., Total Austral S.A. and Pan American Energy LLC Sucursal Argentina for the investment of U.S.$US$1,000 million in off-shore gas fields (Vega Pleyade) located in the Tierra del Fuego region.
The governments of the provinces on which these basins are located, together with the Government, have taken several measures to develop nonconventional gas and off-shore sites. During May 2019, the Government granted exploration rights to 13 companies over three off-shore basins.
In addition, ENAP Sipetrol Argentina S.A., YPF and ENARSAIEASA signed an agreement to explore and develop offshore fields in the continental shelf of Argentina, and on September 5, 2019, SHR issued Resolutions No. 524 and 525, which granted an eight-year exploration permit on off-shore areas to Shell Argentina S.A. and QP Oil and Gas S.A.U.
In 2022, Total Austral announced the investment of US$ 700 million in Tierra del Fuego for offshore development (Fenix Project). The project involves the installation of an offshore platform and the construction of 22 miles of subsea pipelines to connect to Vega Pléyade, whose production is in decline. Expected production from the field is approximately 10 MMm3/d. This volume would represent about 8% of the country’s production. The project is expected to be operational in 2025.
The map below illustrates the distribution of the gas basins in Argentina:
Regulatory Framework
Industry Structure. The legal framework for the transportation and distribution of natural gas in Argentina is comprised by the Natural Gas Law, Decree No. 1,738/92, other regulatory decrees (primarily Decree No. 2255/92, which includes the Basic Rules for Transportation Licenses and Regulations of the Transportation Services), the Pliego, the transfer agreements and the licenses of the newly privatized companies. The Hydrocarbons Law of Argentina regulates the midstream natural gas industry, under a competitive and partially deregulated system. The Public Emergency Law and related laws and regulations, which are no longer in effect, significantly altered the regulatory regime under which we operated since 2002. Notwithstanding this, in December 2019 the national congress passed the Solidarity Law that introduced certain modifications to the RTI concluded in March 2018 with the issuance of Decree 250.No. 250/2018 by the Executive Branch. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business.”
Natural gas transportation and distribution companies operate in an “open access,” non-discriminatory environment under which producers and certain third parties, including distributors, are entitled to equal and open access to the transportation pipelines and distribution system in accordance with the Natural Gas Law, applicable regulations and the licenses of the privatized companies. In addition, a regime of concessions under the Hydrocarbons Law of Argentina is available to holders of exploitation concessions to transport their own natural gas production.
The Natural Gas Law prohibits natural gas transportation companies (TGN and us) from also being merchants in natural gas. In addition, (i) natural gas producers, storage companies, distributors, and consumers who contract directly with producers may not own a controlling interest (as defined in the Natural Gas Law) in a transportation company; (ii) natural gas producers, storage companies and transporters may not own a controlling interest in a distribution company; and (iii) merchants in natural gas may not own a controlling interest in a transportation or distribution company.
Contracts between affiliated companies engaged in different stages in the natural gas industry must be approved by ENARGAS, which may reject these contracts if it determines that they were not entered into on an arm’s-length basis.
ENARGAS, which was established by the Natural Gas Law, is an autonomous entity responsible for enforcing the provisions of the Natural Gas Law, the applicable regulations and the licenses of the privatized companies. Under the provisions of the Natural Gas Law, ENARGAS is required to be governed by a board of directors composed of five full-time directors appointed by the Executive Branch subject to confirmation by the Argentine Congress. However, from 2004 to 2007, ENARGAS was governed by three directors who were not confirmed by the Argentine Congress, and, since 2007, ENARGAS has been administered by an intervention inspector appointed by the Executive Branch for consecutive 180-day terms. After several renewals, the Executive Branch extended its intervention of ENARGAS and appointed a sub-inspector. Finally, on January 31, 2018, through Decree No. 84/2018, the Executive Branch appointed Mauricio Ezequiel Roitman as ENARGAS President for a period of five years, thus terminating the intervention period. However, the Solidarity Law established a new intervention of ENARGAS. Thus, on March 16, 2020, by means of Executive Order No. 278/2020, Federico Bernal was appointed as intervention inspector for a period of one year. ENARGAS´ENARGAS’s intervention was extended through Decree 1,020.1020.
ENARGAS has broad authority to regulate the operations of the transportation and distribution companies and has its own budget, which must be included in the Argentine national budget and submitted to the Argentine Congress for approval. ENARGAS is funded primarily by annual control and inspection fees that are levied on regulated entities in an amount equal to the approved budget allocated proportionately to each regulated entity based on its respective gross regulated revenues, excluding natural gas purchase and transportation costs in the case of distribution companies.
Since 2004, the Government adopted a series of measures to redistribute the effects of the crisis in the energy sector caused by the natural gas shortage. Most of the electrical power stations do not have firm gas supply agreements and have increasingly used imported natural gas or alternative fuels that are more expensive than natural gas produced in Argentina. For this reason, ENARGAS and the Federal Energy Bureau (currently, the SHR) have issued a series of regulations aimed at averting a crisis in the internal system of natural gas supply.
The Executive Branch issued Decree No. 181/04, directing the Federal Energy Bureau to establish a system of priority pursuant to which power stations and natural gas distribution companies (for their residential clients) could receive natural gas in priority to other users, even those with firm transportation and firm gas supply contracts. On April 21, 2004, MPFIPyS issued Resolution No. 208/04 that ratified an agreement between the Federal Energy Bureau and natural gas producers to give effect to this new system.
Under certain circumstances and pursuant to the terms of our License, when ENARGAS asks us to restrict the provision of natural gas to clients who hold firm transportation contracts, we are exposed to potential claims from, among others, our customers. Therefore, we have requested that in connection with these new procedures, ENARGAS submit to us written instructions for any such natural gas firm transportation service interruption request. However, in case ENARGAS does not submit such instruction in the way required by our petition and we do not comply with ENARGAS’s instructions, if any, in order to avoid future claims from our customers, Resolution No. 208/04 will require us to pay the price difference between natural gas and the alternative fuel used by power stations in order to offset the loss resulting from our failure to comply with the instructions.
Although the natural gas supply shortage did not create a bottleneck in the transportation capacity that prevented the system from meeting increasing demand since 2008, the Government continues to impose restrictions from time to time on the consumption of natural gas by certain customers that hold firm transportation contracts with us, in an effort to redirect and target the supply to the demand regarded as top priority, mainly residential users, CNG stations and industries connected to the distribution network. Such restrictions have affected direct shippers who have firm transportation contracts with us, as well as industries in different distribution areas of the country.
As of the date of this Annual Report, our compliance has not resulted in legal action initiated by any of our firm transportation clients which could have a significant adverse economic and financial effect on us. However, any legal action, if brought, could have a significant adverse economic and financial effect on us. See “Item 3. Key Information—D. Risk Factors.”
Our License. Our License authorizes us to provide the public service of natural gas transportation through the exclusive utilization of the southern natural gas transportation system. Our License does not grant us an exclusive right to transport natural gas in a specified geographical area, and licenses may be granted to others for the provision of gas transportation services in the same geographical area. TGN’s natural gas transportation system is operated under a license containing substantially similar terms to those described below and elsewhere herein.
Our License has been granted by the Executive Branch by Decree No. 2451/92 for an original period of 35 years, beginning on December 28, 1992. However, the Natural Gas Law provides that we may request ENARGAS to renew its License for an additional period of ten years. ENARGAS must then evaluate the performance of TGStgs and raise a recommendation to the Executive Branch. At the end of the period of validity of the License, 35 or 45 years, as the case may be, the Natural Gas Law requires that a new tender be called for the granting of the license. As long as we have substantially complied with our obligations under the License, we have the option to match any offer made by a third party to the Executive Branch.
Our License also places certain other rights and obligations on us relating to the services we provide, including:
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.
Our License establishes a system of penalties in the event of a breach of our obligations thereunder, including warnings, fines and revocation of our License. These penalties may be assessed by ENARGAS based, among other considerations, upon the severity of the breach or its effect on the public interest. Through Resolution No. 22/2018, ENARGAS adjusted the amounts of fines applicable in the event of a breach of obligations, which amount shall be updated on April of every year. On May 7, 2019, through Resolution No. 251/2019, ENARGAS updated the amounts of the fines up to Ps.21.1 million.
Revocation of our License may only be declared by the Executive Branch upon the recommendation of ENARGAS. Our License specifies several grounds for revocation, including the following:
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.
Our License also prohibits us from assuming debt of, or granting credit to, CIESA, and creating security interests in favor of, or granting any other benefit to, creditors of CIESA.
Generally, our License may not be amended without our consent. As part of the renegotiation of our License under the Public Emergency Law, however, the terms of our License may be changed or our License may be revoked. In addition, ENARGAS may alter the terms of service annexed to our License. If any such alteration were to have an economic effect on us, ENARGAS should modify our rates to compensate for such effect or we could request a change in the applicable rates.
In addition, as licensee for the provision of gas transportation services, we are subject to Law No. 27,437 (Ley de Compre Argentino y Desarrollo de Proveedores), which is regulated by Decree No. 800/2018 and Resolution 91/2018 of Argentine Secretary of Industry. This law provides a regime for purchases from the Government and other concessionaires of public services in Argentina. Pursuant to Article 1 of this law, all public officers, including those in private companies providing public services under licenses and concessions, are required to give preference to the acquisition, lease or lease of goods of national origin.
Decree No. 465/19. On July, 2019, the Executive Branch issued Decree No. 465/2019, which instructed SHR to start a national and international bidding process, to grant a new license for the natural gas transportation system, which includes the construction of a pipeline between Tratayén and Salliqueló (in the Buenos Aires Province) and between Salliqueló and San Nicolás. Through Resolution No. 437 issued on July 30, 2019, SHR called for the bidding process. On April 2, 2020, the Secretary of Energy extended the deadline to submit the bids until December 30, 2020 and announced amendments to the bidding terms and conditions. On December 30, 2020, Resolution 448/20 cancelled. The Undersecretary of Hydrocarbons and Fuels has been instructed to evaluate other alternatives for the construction of a new gas pipeline and/or the expansion of transportation capacities. On December 30,2020 the Secretary of Energy enacted Resolution No. 448/20 cancelledcanceled the aforementioned public bidding process.
Regulation of Transportation Rates—Actual Rates. The natural gas transportation rates established for each transportation company must be calculated in U.S. dollars and converted into pesos at the time of billing. However, the Public Emergency Law eliminated tariff indexing covenants based on U.S. dollar exchange rate fluctuations and established a conversion rate of one peso equal to one U.S. dollar for tariffs.
The rate for natural gas firm transportation services consists of a capacity reservation charge and is expressed as a maximum monthly charge based on the cubic meters per day of reserved transportation capacity. The rate for natural gas interruptible transportation service, which is expressed as a minimum (from which no discounts are permitted) and a maximum rate per cubic meter of natural gas transported, is equivalent to the unit rate of the reservation charge for the firm service based on a load factor of 100%. For both firm and interruptible transportation services, customers are obligated to provide a natural gas in-kind allowance, expressed as a maximum percentage of gas received, equivalent to the natural gas consumed or lost in rendering the transportation service. The rates for all services reflect the rate zone(s) traversed from the point of receipt to the point of delivery.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from DecemberOctober 1, 2017, until2018, to March 31, 2018,2019, following the issuance by ENARGAS of Resolution No. 120/2017 (“265/2018 (the “Resolution 120”265”):
| Between December 1, 2017 and March 31, 2018 | |||||||||||||||
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 | 1.178272 | 39.275298 | 0.49 | |||||||||||
| Santa Cruz Sur | 2.376029 | 79.201776 | 0.98 | ||||||||||||
| Chubut Sur | 6.060905 | 202.030320 | 3.38 | ||||||||||||
| Buenos Aires Sur | 7.140583 | 238.019383 | 5.60 | ||||||||||||
| Bahía Blanca | 10.937683 | 364.589386 | 8.40 | ||||||||||||
| La Pampa Norte | 10.898901 | 363.296426 | 8.60 | ||||||||||||
| Buenos Aires | 12.797205 | 426.573433 | 10.35 | ||||||||||||
| Greater Buenos Aires | 14.358459 | 478.615432 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.194161 | 39.805045 | 0.49 | |||||||||||
| Chubut Sur | 4.873723 | 162.457367 | 2.89 | ||||||||||||
| Buenos Aires Sur | 5.955710 | 198.523493 | 5.11 | ||||||||||||
| Bahía Blanca | 9.772503 | 325.749975 | 7.91 | ||||||||||||
| La Pampa Norte | 9.770749 | 325.691329 | 8.11 | ||||||||||||
| Buenos Aires | 11.638111 | 387.936804 | 9.86 | ||||||||||||
| Greater Buenos Aires | 13.204167 | 440.139326 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 1.184339 | 39.477749 | 0.49 | |||||||||||
| Buenos Aires Sur | 2.220658 | 74.020757 | 2.71 | ||||||||||||
| Bahía Blanca | 5.921694 | 197.388697 | 5.51 | ||||||||||||
| La Pampa Norte | 6.217779 | 207.258114 | 5.71 | ||||||||||||
| Buenos Aires | 7.698187 | 256.605281 | 7.46 | ||||||||||||
| Greater Buenos Aires | 9.178595 | 305.952447 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 1.052366 | 36.080973 | 0.49 | |||||||||||
| Bahía Blanca | 5.111469 | 170.332165 | 2.80 | ||||||||||||
| La Pampa Norte | 5.505614 | 183.471269 | 3.15 | ||||||||||||
| Buenos Aires | 6.922412 | 230.697053 | 3.91 | ||||||||||||
| Between December 1, 2017 and March 31, 2018 | |||||||||||||||
| Firm | Interruptible | ||||||||||||||
| Rate Zones | Reservation Charge(1) (Ps.m3/d) | Minimum Charge(2) (Ps.1,000 m3) | Compression Fuel and Losses(3) (%) | ||||||||||||
Receipt | Delivery | ||||||||||||||
| Greater Buenos Aires | 8.478965 | 283.137219 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.184334 | 39.477755 | 0.49 | |||||||||||
| La Pampa Norte | 0.296083 | 9.869416 | 0.20 | ||||||||||||
| Buenos Aires | 1.776485 | 59.216586 | 1.95 | ||||||||||||
| Greater Buenos Aires | 3.256902 | 108.563756 | 2.87 | ||||||||||||
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. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 120.265.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from April 1, 2018,2019, to September 30, 2018,March 31, 2020, following the issuance of Resolution No. 310/2018192/2019 (the “Resolution 310”192”):
Between April 1, 2018 and September 30, 2018 | |||||||||||||||
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 | 1.767514 | 58.916471 | 0.49 | |||||||||||
| Santa Cruz Sur | 3.564256 | 118.809770 | 0.98 | ||||||||||||
| Chubut Sur | 9.091901 | 303.063605 | 3.38 | ||||||||||||
| Buenos Aires Sur | 10.711516 | 357.050429 | 5.60 | ||||||||||||
| Bahía Blanca | 16.407506 | 546.916789 | 8.40 | ||||||||||||
| La Pampa Norte | 16.349329 | 544.977233 | 8.60 | ||||||||||||
| Buenos Aires | 19.196955 | 639.898420 | 10.35 | ||||||||||||
| Greater Buenos Aires | 21.538977 | 717.966088 | 11.27 | ||||||||||||
| From Santa Cruz Sur to: | Santa Cruz Sur | 1.791349 | 59.711139 | 0.49 | |||||||||||
| Chubut Sur | 7.311021 | 243.700626 | 2.89 | ||||||||||||
| Buenos Aires Sur | 8.934100 | 297.803051 | 5.11 | ||||||||||||
| Bahía Blanca | 14.659632 | 488.654189 | 7.91 | ||||||||||||
| La Pampa Norte | 14.657000 | 488.566215 | 8.11 | ||||||||||||
| Buenos Aires | 17.458211 | 581.940011 | 9.86 | ||||||||||||
| Greater Buenos Aires | 19.807436 | 660.248478 | 10.78 | ||||||||||||
| From Chubut to: | Chubut Sur | 1.776614 | 59.220165 | 0.49 | |||||||||||
| Buenos Aires Sur | 3.331187 | 111.037777 | 2.71 | ||||||||||||
| Bahía Blanca | 8.883072 | 296.100754 | 5.51 | ||||||||||||
| La Pampa Norte | 9.327226 | 310.905767 | 5.71 | ||||||||||||
| Buenos Aires | 11.547971 | 384.930944 | 7.46 | ||||||||||||
| Greater Buenos Aires | 13.768715 | 458.956121 | 8.38 | ||||||||||||
| From Neuquén to: | Neuquén | 1.578643 | 54.124697 | 0.49 | |||||||||||
| Bahía Blanca | 7.667662 | 255.513529 | 2.80 | ||||||||||||
| La Pampa Norte | 8.258915 | 275.223364 | 3.15 | ||||||||||||
| Buenos Aires | 10.384239 | 346.066277 | 3.91 | ||||||||||||
| Greater Buenos Aires | 12.719209 | 424.731232 | 4.86 | ||||||||||||
| From Bahía Blanca to: | Bahía Blanca | 1.776607 | 59.220174 | 0.49 | |||||||||||
| La Pampa Norte | 0.444152 | 14.805009 | 0.20 | ||||||||||||
| Buenos Aires | 2.664887 | 88.830192 | 1.95 | ||||||||||||
| Greater Buenos Aires | 4.885645 | 162.855375 | 2.87 | ||||||||||||
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) (%) |
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 | ||||||||||||
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. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 265.192.
| 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 | ||||||||||||
On February 25, 2022, Resolution No. 60/2022 of ENARGAS was published in the Official Gazette, whereby it put into effect as from March 1, 2022 the new tariff charts that contemplate the RTT 2022.
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 | |||
| (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. |
Note: The gross receipts tax is not included in such transportation rates.
Source: ENARGAS Resolution 192.60.
In addition to the tariffs above, we are entitled to a CAU. Since its inception in 2005, the CAU was increased, by 73.2% on May 1, 2015, and by 200.1% on April 1, 2016, by ENARGAS. We received an additional 50% and 19.7 %19.7% increase in the CAU on April 1, 2018, and October 1, 2018, respectively. In 2020,2022, we recognized revenues of Ps. 8401,410 million as a result of the CAU. The first installment of the tariff increase granted by Resolution 4362 did not include any adjustment of the CAU. Given the permanent increase of operational and maintenance costs throughout the years, which might exceed the amount of the CAU, we filed a claim against the Government to obtain the adjustment of the values and ensure a fair compensation for the service it renders. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
Tariff situation.
Background and Renegotiation Process
On January 6, 2002, the Argentine Congress enacted the Public Emergency Law, which introduced dramatic changes to Argentina’s economic model, empowering the Government to implement, among other things, additional monetary, financial and foreign exchange measures to overcome the economic crisis in the short-term and bringing to an end the regime established pursuant to the Argentine Convertibility Act, including the fixed parity of the U.S. dollar and the peso. Among others, the Public Emergency Law granted the Executive Branch the power to conduct a renegotiation of public utility contracts and the tariffs set therein. The Public Emergency Law expired on December 31, 2017.
In July 2003, UNIREN was created in order to reach total or partial agreements with the licensees and/or concessionaires of public services and submit proposals regulating the transitory adjustment of tariffs and prices, among other things. Under this framework, we signed with UNIREN (i) the agreement dated October 9, 2008, between TGStgs and former UNIREN (the “2008 Transitional Agreement”) that contemplated a tariff increase of 20%, which was not finally implemented as the Government did not issue the corresponding regulatory rules, and (ii) the agreement dated October 2015 between us and the former UNIREN, which incorporated ENARGAS Resolution No. 3347, including, as of May 1, 2015, a transitional increase of 44.3% in the price of the natural gas transportation service and a 73.2% increase in the CAU. Following UNIREN’s failure to comply with certain of its obligations under different renegotiation agreements, we took legal actions against UNIREN.
On February 16, 2016, the Executive Branch issued Decree No. 367/2016, establishing the dissolution of UNIREN and transferring to each ministry the responsibility to renegotiate public service contracts. Decree No. 367/2016 also conditioned the finalization of the new tariff scheme provided in the respective integral renegotiation agreement approved by the Executive Branch to completion of the RTI and provided that transitional adjustment of prices and tariffs are necessary to ensure the continuity of the normal provision of services.
Under the framework of the agreement signed in February 2016 (the “2016 Transitional Agreement”), on March 31, 2016, ENARGAS issued Resolution 3724, which approved revised tariffs as of April 1, 2016, including the CAU, for the Natural Gas Transportation business segment, providing for a 200.1% increase. Additionally, among other things, Resolution 3724 required us to not distribute dividends without the prior authorization of ENARGAS after reviewing our compliance with the transitional mandatory investment plan included in the 2016 Transitional Agreement (the “2016 Investment Plan”). As of the date of this Annual Report, the 2016 Investment Plan is fully executed and has been approved by ENARGAS.
As several legal proceedings were initiated against Resolution 3724 in order to obtain the annulment of the increase of the PIST and the tariff increases for the natural gas transportation and distribution licensees approved by ENARGAS, we were not able to bill the 200.1% increase in full. On August 18, 2016, the Supreme Court order issued its final decision mandating the Government to (i) implement compulsorymandatory public hearings prior to the establishment of natural gas transportation and distribution tariffs, (ii) implement compulsorymandatory public hearings prior to the establishment of the point-of-injection gas price and (iii) declare the invalidity of Resolutions 28 and 31 with respect to residential users, for whom tariffs had to be returned to tariff rates effective as of March 31, 2016.
On August 19, 2016, ENARGAS issued Resolution No. 3953/2016, which implemented the decisions arising out of a public hearing before the Supreme Court. For additional information regarding the public hearing’s agenda, see “—Natural Gas Transportation—The Argentine Natural Gas Industry.”
As a result of this public hearing, since October 7, 2016, we were able to collect the revised tariffs at the levels provided for in Resolution 3724, allowing us to complete in full our 2016 Investment Plan.
ICSID Claim
In 2003, Enron, a former indirect shareholder of CIESA, which is our controlling shareholder, and Ponderosa Assets L.P. (“Ponderosa” and, together with Enron, the “Claimants”) filed a claim with the ICSID against the Government under the Bilateral Investment Treaty between the United States and Argentina (the “ICSID Claim”). The ICSID Claim argues that the redenomination of tariffs in pesos (pesificación) and other unilateral changes to our regulatory structure effected by the Public Emergency Law and related laws and decrees violated the requirement of fair and equitable treatment under the treaty. On May 22, 2007, ICSID decided in favor of Enron and ordered the Government to pay U.S.$US$106.2 million to the Claimants. In July 2010, an ICSID committee annulled the 2007 ICSID resolution. This annulment did not prevent the plaintiff from filing a new claim before the ICSID. On October 18, 2010, Enron Creditors Recovery Corp. (Enron’s new corporate name) and Ponderosa filed a new claim against the Government before the ICSID. In June 2011, a tribunal to hear the case was created.
In January 2011, Pampa Energía acquired, among other assets, (i) PEPCA along with Enron’s and Ponderosa’s economic rights to monitor, suspend and withdraw the ICSID Claim and (ii) from Ashmore Energy International Limited, the financial debt of CIESA and the two derivative transactions originally executed between CIESA and J. Aron & Company on August 3, 2000, and between CIESA and Morgan Guaranty Trust Company of New York on August 4, 2000.
On March 11, 2011, Pampa Energía entered into a call option agreement with the Claimants in order to acquire the rights to monitor, suspend and withdraw the ICSID Claim. On October 6, 2011, we granted a loan for U.S.$US$26 million to Pampa Energía to enable it to purchase the rights to monitor, suspend and withdraw the ICSID Claim. In 2015, we acquired Pampa Energía’s rights over the ICSID Claim (the “Rights of the Arbitration Proceeding”) from Pampa Energía after certain conditions set forth in the loan agreement were met.
We acquired rights over the ICSID Claim pursuant to a provision in our loan agreement with Pampa Energía, which entitled us to receive the rights as prepayment of the loan if we verified that the 2008 Transitional Agreement had been adequately put into effect. This condition was met with the enactment of Resolutions No. I-2852 and No. 3347. Our rights over the ICSID Claim include the powers to suspend, monitor and withdraw from arbitration proceedings.
The acquisition of the Rights of the Arbitration Proceeding was implemented through the transfer to a trust established outside of Argentina, of which we are the beneficiary.
On March 27, 2018, the Executive Branch issued the Decree No. 250, which ratified the 2017 Integral Agreement (as defined below). This decree represents the conclusion of the RTI process and the finalization of the agreement signed on March 30, 2017, between TGStgs and the Government (the “2017 Transitional Agreement”) and, thus, the final renegotiation of our License.
Therefore, on June 26, 2018, as a result of the conclusion of our renegotiations of our License, we, CIESA and its former and current shareholders withdrew all of the legal claims, including the ICSID Claim, filed against the Government related to our business resulting from the Public Emergency Law.
Resolution 74 Tariff Increases
On March 30, 2017, we entered into the Integral Renegotiation Agreement (the “2017 Integral Agreement”) and the related 2017 Transitional Agreement. On the same day and consistent with the 2017 Transitional Agreement, the Ministry of Energy enacted Resolution 74, which increased the price of the natural gas consumed by power plants starting on April 1, 2017 and ENARGAS issued Resolution No. 4362 by which a new transitional tariff schedule applicable to us determined a total tariff increase of 214.2% and 37%, on the tariff of the natural gas transportation service and the CAU, respectively.
However, Resolution 74 provided for a limitation on the full effectiveness of the tariff increase arising from the RTI process until the approvals of the 2017 Integral Agreement were completed. This meant that the tariff increase was granted in three stages on April 1, 2017, December 1, 2017 and April 1, 2018. This staged increase is structured to provide the same economic benefits to us as if the increases had been fully effective since April 1, 2017.
As required by Resolution 74, the first of the tariff increases was granted by Resolution 4362 since April 1, 2017, amounting to 64.2% of our natural gas transportation service tariff. In this opportunity, the CAU was not increased.
In addition, pursuant to Resolution 4362, we were required to execute the Five-Year Plan. In addition, Resolution 4362 requires us to comply with the Five-Year Plan and approvedcontemplates a non-automatic six-monthsemiannual adjustment mechanism for the natural gas transportation tariff and the CAU.CAU to reflect changes in WPI, which must be approved by ENARGAS evaluating the evolution of the economic circumstances.
On October 20, 2017, ENARGAS issued Resolution No. 62/2017 by means of which a public hearing was called for November 14, 2017, to address a transitory tariff adjustment on account of the increase foreseen in the tariff review. The public hearing resulted in a transitory tariff adjustment authorized through Resolution 120, which determined an 80.8% increase for the natural gas transportation tariff and 29.7% for the CAU. These new tariff schemes came into effect beginning on December 1, 2017.
A further public hearing in connection with the integral renegotiation was conducted on February 20, 2018, to address (i) a tariff adjustment and (ii) an incremental tariff resulting from the pipeline system expansion project presented by us to ENARGAS on December 19, 2017, involving the building of 47 miles of pipeline extending from the towns of Mercedes and Los Cardales in the Province of Buenos Aires and the installation of a compressor plant at the wellhead. This project would require an initial investment of U.S.$US$150 million and would allow the incremental transportation of 388MMcf/d of natural gas, with financing through an investment factor (“k” factor).
As a consequence of the public hearing mentioned above, on March 27, 2018, ENARGAS issued Resolution 310, which stated a tariff increase of 50% for the natural gas transportation tariff and the CAU effective as of April 1, 2018.
On March 27, 2018, through Decree 250, the Executive Branch ratified the 2017 Integral Agreement, following the approval of several governmental authorities, including the Argentine Congress. Decree 250 concludesconcluded the RTI process and terminatesterminated the 2017 Transitional Agreement, representing the final renegotiation of our License with the Government after 17 years of negotiations. As a result of the foregoing, (i) we arewere entitled to the final tariff increase contemplated in Resolution 4362 (finally granted by Resolution 310 mentioned above), and (ii) we and our current and former shareholders withdrew any claim against the Government related to our business resulting from the Public Emergency Law, including the ICSID Claim, on June 26, 2018.
On June 21, 2019, SHR issued Resolution 336, through which the payment of 22% of the bills issued from July 1, 2019, to October 31, 2019, to residential customers of natural gas was deferred. Such deferral will be recovered through the bills issued from December 1, 2019, in five consecutive monthly installments. It is expected that the Government will compensate licensors for such deferral. On August 22, 2019, SHR issued Resolution No. 488/2019 (“Resolution 488”), which established the procedure to calculate the deferral provided by Resolution 336. Furthermore, Resolution 488 instructs the implementation of a procedure to calculate and pay the compensation for licensors.
Semiannual Adjustment of Tariffs. Under our License, we may be permitted to adjust tariffs semiannually to reflect changes in PPI and every five years in accordance with efficiency and investment factors to be determined by ENARGAS and, subject to ENARGAS’s approval, from time to time to reflect cost variations resulting from changes in the tax regulations (other than income tax) applicable to us, and for objective, justifiable and non-recurring circumstances.
The Natural Gas Law requires that in formulating the rules that apply to the setting of future tariffs, ENARGAS must provide the transportation companies with (i) an opportunity to collect revenues sufficient to recover all future proper operating costs reasonably applicable to service, as well as future taxes and depreciation, and (ii) a reasonable rate of return, determined in relation to the rate of return of businesses having comparable risk and taking into account the degree of efficiency achieved and the performance of the company in providing the service. No assurances can be given that the rules to be promulgated by ENARGAS will result in rates that will enable us to achieve specific levels of earnings in the future.
However, since January 1, 2000, adjustments to tariffs to reflect PPI variations were suspended, first through an agreement with the Executive Branch and later by a court decision arising from a lawsuit to determine the legality of tariff adjustments through indexes.
Resolution 4362 providesprovided for a semiannual adjustment mechanism based on changes in the WPI. The increase is not automatic, however, as it requires the prior approval of ENARGAS.
On September 4, 2018, a new public hearing was held at which we presented a proposed adjustment for our tariffs for the following six months for natural gas transportation service. Finally, on September 28, 2018, ENARGAS issued Resolution 265, which providesprovided an increase of 19.67% over the tariff for the natural gas transport service. This increase came into effect on October 1, 2018.
On February 26, 2019, a new public hearing took place with the aim of establishing the semiannual tariff. On March, 29 2019, ENARGAS issued Resolution 192, which providesprovided an increase of 26% over the tariff for the natural gas transport service. This increase came into effect on April 1, 2019 and was calculated considering the WPI for the period August 2018–February 2019.
During 2019 and 2020, dueaccording to the economic context and the effectsRTI, we were entitled to receive two tariff increases, one each year, in order to compensate us for inflation, which affects our operating costs. As of the COVID,date of this Annual Report, we have notonly received anya tariff increase which would have corresponded according to what was stipulated in the RTI process.April 2019.
On June 9, 2020, through Resolution No. 80/2020, ENARGAS created the Coordination and Centralization Commission - Law No. 27,541 and Decree No. 278/20, for the purpose of coordinating the comprehensive tariff review process set forth in article 5°Article 5 of the Solidarity Law, which provided that natural gas transportation and distribution tariffs were to be maintained without adjustments for a maximum term of 180 days as from December 23, 2019 and empowered the Executive Branch to renegotiate them, either within the framework of the RTI in force or through an extraordinary review pursuant to the provisions of the Natural Gas act.
On June 19, 2020, the PENExecutive Branch issued Decree No. 543/2020 extending the effectiveness of the aforementioned Article 5°5 for an additional term of 180 calendar days, i.e., until December 16, 2020.
tariffs are approved.
Decree 1020 established that the term of the renegotiation may not exceed 2two years from the effective date of said decree, suspending until then the agreements corresponding to the respective RTI in force with the scopesscope determined in each case by the ENARGAS. The renegotiation process will culminate with the subscription of a final agreement on the RTI.
The decreeDecree 1020 defines ENARGAS to carry out the renegotiation process. Within the renegotiation process, transitory adjustments of tariffs and/or their segmentation may be foreseen, as the case may be. Likewise, it must carry out the relevant and appropriate public hearing, public consultation and citizen participation regimes, as well as give intervention to the Procuración del Tesoro de la Nación and to the Sindicatura General de la Nación. Finally, the resulting agreement must have the corresponding governmental approvals.
On February 17, 2021, by means of Resolution No. 117/2021, the Secretary of Energy called a public hearing for March 15, 2021 in order to discuss the PIST price to be subsidized by the National Government.Government of Argentina.
On February 22, 2021, ENARGAS issued Resolution No. 47/2021 by means of which a public hearing was called to be held on March 16, 2021 for the purpose of considering the transition tariff regime in accordance with the provisions of Decree 1020. As foreseen, we have presented at this hearing our proposal for a tariff increase calculated of 58.6%, beginning on April 1, 2021. It has been calculated based on our financial needs to satisfy operating and financial costs, capital expenditures and taxes, which were calculated considering the evolution of the inflation rate for a 12-month period since its inception. This required tariff adjustment does not contemplate any profitability but only the funds necessary to meet these obligations.
Likewise, in said public hearing, we denied and rejected the arguments put forward in the hearing by which it is considered that the current natural gas transportation rate is not fair, reasonable or transparent, and even mentioned in Decree PEN No. 1020/20, related to the alleged existence of serious defects in the administrative acts resulting from the procedure of the last RTI carried out for us and, in particular, that these defects are based on (i) the manipulation of the updating factor of the capital rate base used for the approval of our rate review; (ii) the lack of motivation and arbitrariness in the choice of the updating factor of the components of the aforementioned rate base structure; (iii) the application of the same factor for all licensees without technical, economic or legal justification since the cost structure of each is different; (iv) the incorrect use of the update factor in the index and the splice used; (v) impediments of a temporary nature that affected the normal development of the comprehensive rate review; and (vi) the exclusion of issues whose temporal timing resulted in the completion of the comprehensive rate review (reduction of percentages of gas withheld). We will vigorously defend our position in any event that the regulator was to impose to us.
The non-granting of this Annual Reporta 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 recalculate 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.
On April 30, 2021, through a note sent to that body, we stated that, given the context in which it develops its activities and the proposed terms and conditions, it is not feasible for the Company to sign the Draft Temporary Agreement 2021 where it is not recognized any rate increase for the company.
Subsequently, on June 2, 2021, ENARGAS issued Resolution No. 149/2021 that approves a Transition Tariff Regime (the “Transition Regime”) for us with effect from of that date. Said Transitional Regime: (i) does not issuegrant a transitory tariff increase in favor of the regulatory measuresCompany, but the current rate charts in order to adjustforce since April 1, 2019; (ii) provides that from the entry into force of the Transitional Regime -and until the Definitive Renegotiation Agreement is not in force- the possibility is contemplated that ENARGAS adjusts our tariff.rates as of April 1, 2022; (iii) does not establish a new mandatory plan of investments and (iv) establishes the prohibition of distributing dividends and canceling advance financial and commercial debts contracted with shareholders, acquire other companies or grant credits.
In addition, Decree No. 311/2020 (the "“Decree 311"”, as amended by Decree No. 756/2020), provided for the suspension of the cuts of public utilities for non-payment for a term of 180 days, subsequently extended until December 31, 2020, and the implementation of several measures aimed at sustaining the income of those sectors of the economy that suffer the most from the impact of the crisis. Both the aforementioned and the isolationlockdown measures have implied certain delays in the receipt of collections related to this business segment which, although it has improved recently, it cannot be guaranteed that such situation will be maintained in time.
Subsequently, on February 1, 2022, we received from ENARGAS a proposal for a 2022 Transitional Agreement, which was approved by our Board of Directors on February 2, 2022 and by the different governmental agencies on February 18, 2022. Such agreement was ratified by the Executive Branch through Decree No. 91/2022, effective as of February 23, 2022, which established a 60% tariff increase as of March 1, 2022.
On February 25, 2022, Resolution No. 60/2022 of ENARGAS was published in the Official Gazette, which put into effect as from March 1, 2022 the new tariff charts that contemplate the 2022 tariff increase.
In accordance with the provisions of the 2022 Transitional Agreement, we committed not to initiate new claims, appeals, actions, lawsuits, or demands of any kind; and/or to suspend, maintain suspended or extend the suspension of all appeals and claims filed that are in any way related to the Renegotiation of the Comprehensive Tariff Review in force, Law No. 27,541, Decrees No. 278/20 and No. 1020/20.
On December 6, 2022, by means of Decree No. 815/2022, the term for the completion of the RTI established in Decree 1020 was extended for a period of 1 year as from its expiration, i.e. until December 18, 2023. It also extends, as from January 1, 2023, the intervention of ENARGAS, which is instructed, while the renegotiation continues, to carry out the necessary measures to achieve a transitional tariff adjustment in accordance with Decree 1020.
Within this framework, on December 7, 2022, ENARGAS issued Resolution 523 by which it called for a public hearing held on January 4, 2023, in order to consider a transitional tariff adjustment of the public natural gas transportation service. In said hearing, in which it was informed that the increase pending application, considering the lack of semiannual adjustments by WPI since April 2019 and the transitory increase granted of 60% as from March 2022, amounted to an estimated 270% as of December 2022, we requested a transitory tariff increase for the year 2023 of 135%, taking into account the current context the country is going through, aiming at the continuity, accessibility and normal provision of the public service of natural gas transportation, in safe conditions, trying to mitigate the economic and financial effects of the higher costs and current expenses associated to the service.
On March 15, 2023, ENARGAS submitted a proposal to tgs for an addendum to the RTI.
On March 16, 2023, our Board of Directors approved the 2023 Transition Agreement sent by ENARGAS. As of the date of this Annual Report the Executive Branch has not ratified the 2023 transition agreement.
The 2023 Transition Agreement has similar conditions to the 2022 Transition Agreement. The 2023 Transition Agreement includes:
| - | A transitional tariff increase of 95% on the natural gas transportation tariff and the Access and Use Charge. |
| - | With prior authorization from the Ministry of Economy, we are allowed to distribute dividends and to directly or indirectly prepay financial and commercial debts contracted with shareholders, which were previously prohibited by the 2022 Transition Agreement. |
Certain Restrictions with Respect to Essential Assets. A substantial portion of the assets transferred by GdE were defined in our License as essential to the performance of the licensed natural gas transportation service. Pursuant to our License, we are required to segregate and maintain the essential assets, together with any future improvements thereon, in accordance with certain standards defined in our License.
We may not for any reason dispose of, encumber, lease, sublease or lend essential assets for purposes other than the provision of the licensed service without ENARGAS’s prior authorization. Any extensions or improvements that we make to the natural gas pipeline system may only be encumbered to secure loans that have a term of more than one year to finance such extensions or improvements.
Upon expiration of our License, we will be required to transfer to the Government or its designee the essential assets specified in our License as of the expiration date, free of any debt, encumbrance or attachment. If we decide not to participate in a new bidding for a new License term, we will receive compensation equal to the lower of the following two amounts:
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”). |
Once the period of the extension of the License expires, we will be entitled to participate in the New Bidding, and, thus, we shall be entitled to:
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.
Under Argentine law, an Argentine court will not permit the enforcement of a judgment on any of our property located in Argentina which is determined by the courts to provide essential public services. This may adversely affect the ability of a creditor to realize a judgment against our assets.
Under a transfer agreement we entered into in connection with the privatization of GdE in the 1990s (the “Transfer Agreement”), liabilities for damages caused by or arising from the GdE assets are allocated to either GdE or us depending on whether any such damage arose or arises from the operation of the assets prior to or following the commencement of our operations. Also, pursuant to the Transfer Agreement, we are responsible for any defects in title to such assets, although any such defects are not expected to be material. The Transfer Agreement further provided that GdE was responsible for five years until December 1997 for the registration of easements related to the system, which were not properly recorded, and for the payment to property owners of any royalties or fees in respect thereof. Since 1998, we have been responsible for properly recording any remaining easement agreements and for making payments of royalties or fees related to such easements. See “Item 8. Financial Information.”
Environment
Environmental matters of the natural gas transportation business are governed by regulation NAG153 (as described below) issued by ENARGAS, which sets the guidelines for the implementation of an environmental management system and for the obligation to evaluate the environmental impact of projects.
Our business activities primarily have an impact on the atmosphere (as a result of methane release and combustion gases), the soil and watercourses due to the pipelines (including maintenance, third parties’ actions or failures). Our activities also generate hazardous waste and environmental noise. Further, we may be required to handle universal archeological or paleontological findings during works. All these aspects are monitored and measured under our comprehensive environmental program. We also conduct an annual emergency drill program to test our response capacity under safety and environmental emergencies, the 20192021 drill was completed with satisfactory results. Our policy also extends to our contractors, who are required to comply with the same standards and implement environmental protection measures for the execution of each work.
Competition
Our Natural Gas Transportation business provides an essential public service in Argentina in accordance with Article No. 1 of the Natural Gas Law. Although there are no regulatory limitations on entry into the business of providing natural gas transportation services in Argentina, the construction of a competing pipeline system would require substantial capital investment and the approval of ENARGAS. Moreover, as a practical matter, a direct competitor would have to enter into agreements with natural gas distribution companies or end-users to transport a sufficient quantity of natural gas to justify the capital investment. The building and operation of a natural gas pipeline requires important technical know-how and high investment levels.
Also, the ability of new entrants to successfully penetrate our market would depend on a favorable regulatory environment, an increasing and unsatisfied demand for natural gas by end-users, sufficient investment in downstream facilities to accommodate increased delivery capacity from the natural gas transportation systems and the finding of significant natural gas reserves. Given the potential of Vaca Muerta’s non-conventional gas formation, other competitors, new market participants or even us in association with third parties may become interested in participating in the construction of new similar projects that could have an impact on our competitive position and on our financial situation and future results.
To a limited extent, we compete with TGN on a day-to-day basis for natural gas interruptible transportation services and, from time to time for new natural gas firm transportation services made available as a result of expansion projects to the natural gas distribution companies to whom both we and TGN are either directly or indirectly connected (Camuzzi Gas Pampeana S.A., Metrogas S.A. and Naturgy Argentina S.A.). We compete directly with TGN for the transportation of natural gas from the Neuquina basin to the greater Buenos Aires area.
The cost of natural gas relative to competing fuels may also affect the demand for transportation services in the long term.long-term. The delivered cost of gas to end-users in Argentina, based on energy content, is currently significantly lower than other alternative fuels, except for hydroelectric power.
In 2008 and 2010, the Government, through ENARSA, finalizedIEASA, completed the construction of LNGtwo natural gas regasification ports in Bahía Blanca and Escobar, respectively,province of Buenos Aires, which are intended to supplement the natural gas supply deficit. In order to supply the peak demand in winter, YPF and IEASA launched a process tender for the acquisition of a LGN regasification vessel in Bahía Blanca as has been carried out in the past. Finally, the Ministry of Energy announced Excelerate as the winner of the aforementioned tender.
In addition, the Argentine Government has been developinglaunched a regulatory frameworkseries of projects to transport nonconventional natural gas frompromote the Vaca Muerta area to urban areas. For this purpose, on July 30, 2019, the SHR issued Resolution No. 437/2019 (“Resolution 437”), which published the rules for a public tender process to grant a new license, including the designexploration and constructiondevelopment of a pipeline, for the operation of a new natural gas transport system,reserves.
Through Resolution No. 1036/2021, published in the Official Gazette on November 1, 2021, the Secretary of Energy approved the “Guidelines for an Energy Transition Plan to 2030” where the objectives and characteristics of the Argentine energy matrix and the main action guidelines to comply with them are formulated.
The abovementioned Resolution incorporates the Energy Transition Program, which wouldestablishes a series of general objectives and strategic guidelines for 2030 in energy matters. Regarding the guidelines, the program includes energy efficiency; clean energy in greenhouse gas (GHG) emissions; gasification; development of national technological capacities; resilience of the energy system; federalization of energy development; national strategy for the development of hydrogen.
Within this framework, on February 11, 2022, Resolution 67 was published, which created the Transport.Ar Program whose main purpose is to promote the development and growth of natural gas production and supply.
The program is aimed at the development of different economic and industrial aspects. In particular, within the framework of such development, it aims at: (i) the growth of natural gas production and supply; (ii) the substitution of LNG and Gas Oil - Fuel Oil imports; (iii) ensuring energy supply and guaranteeing domestic supply; (iv) increasing the reliability of the energy system; (v) optimizing the national transportation system; (vi) increasing natural gas exports from neighboring countries; and (vii) tending to regional gas integration.
Among the works included in the program are:
NK pipeline.
Construction of the gas pipeline between the cities of Mercedes and Cardales in the Province of Buenos Aires.
Expansion of NEUBA II Gas Pipeline: loops and compressor plants.
Reversion of the North Gas Pipeline Stages I and II.
Expansion of the Central West Gas Pipeline: different sections between the Neuquén and Litoral areas in the Province of Santa Fé.
Expansion of the final sections of gas pipelines in AMBA.
Also, the following additional works to be completedexecuted in two stages: (i)subsequent stages are included:
Expansion of the transportation capacity of the Gasoducto del Noreste Argentino (GNEA) by compression increase.
GNEA - San Jerónimo connection from the cities of Barrancas to Desvío Arijón in the Province of Santa Fé.
Construction of loops and compression in Aldea Brasilera (Entrerriano Gas Pipeline).
Expansion of the transportation capacity of the General San Martín Gas Pipeline.
Execution of Stage III “Mesopotamia” of the Gas Pipeline of Northeastern Argentina (GNEA) in the Provinces of Corrientes and Misiones.
Also, by means of Decree No. 76/2022 of February 11, 2022, the concession of the NK Pipeline was granted to IEASA for a term of 35 years and the trust FONDESGAS (Fondo de Desarrollo Gasífero Argentino) was created, with IEASA as trustee and beneficiary, and BICE as trustee.
The construction of the NK Pipeline, and its complementary works, is of vital importance for the Argentine energy development and in a first by connectingstage it will connect the areatown of Tratayén in the Province of Neuquén province with the areatown of Salliqueló in the Province of Buenos Aires, province, and (ii) second,where it will be connected to the gas pipeline system operated by connecting the area of Salliqueló with the city of San Nicolás de los Arroyos in the Buenos Aires province. The first stage of the project was expected to be working in part within 18 months from the date the license were granted, and should have been fully operational within 24 months from the date of the license.us. The second phasestage will consist of the project should be operative within 60 months from the date the license were granted.
The works will be carried out by IEASA, which will be able to do it by itself or through third parties, with priority to YPF. In the expansionevent that for the execution of transportation capacities.the works the ES opens a call for bids, we will evaluate the convenience of participating in the provision of the operation and maintenance service.
If this or an alternative project continues and is awarded to another company, then we will compete on a day-to-day basis for natural gas, interruptible transportation services and, from time to time, for new natural gas firm transportation services made available as a result of future expansion projects to transport nonconventional natural gas from the Vaca Muerta area.
In addition, the Government has implemented a number of projects to encourage the exploration and development of new natural gas reserves, or secure alternative supplies of natural gas, in recent years. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—The Argentine Natural Gas Industry.” For example, the Northeast pipeline is a project, led by the Government, which will connect the Bolivian natural gas basins with the northeastern region of Argentina and the greater Buenos Aires region. In recent years, the Government has carried out, albeit with some delays, the development of the expansion works.
LIQUIDS PRODUCTION AND COMMERCIALIZATION
Our Liquids production and commercialization activities are conducted at our Cerri Complex, which is located near the city of Bahía Blanca in the Province of Buenos Aires. In the Cerri Complex, ethane, LPG and natural gasoline are extracted from natural gas, which arrives through our three main pipelines from the Neuquina and Austral natural gas basins.
We own the Liquids obtained at our Cerri Complex. We purchase natural gas in order to replace thermal units consumed in the Liquids production process. These natural gas purchases are negotiated with certain natural gas distributors, traders and producers. The results of our Liquids Production and Commercialization segment are subject to risks associated with commodity price changes.
During 2020, 20192022, 2021 and 2018,2020, all of our Liquid sales were on our own account. Our sales of Liquids in the domestic market are regulated through the Households with Bottles Program (as defined below) of the Ministry of Energy in order to guarantee the supply at reasonable prices. For more information, see “—Regulation—Domestic market” below.
Liquids production in 20202022 reached 1,287,093 short1,122,639 tons, an increase of 158,763 short2,493 tons or 14%0.2%, with respect to Liquids production in 2019. This was mainly due to the higher ethane marketed during 2020, given that in 2019 the customer was unable to process the product due to operational issues. At the same time, higher tons of propane and butane were also obtained. There2021. During 2022, there were no production restrictions during the winter period, as a result of lower demand due to the effect of the COVID pandemic.
In 2020,2022, we were the second ethane producer behind MEGA, and our market share increased to more than 40% of the total ethane produced in Argentina in that year. The graphs below show our share in total propane and butane production in Argentina during 2020:2022:
During 2020,2022, propane and butane deliveries to the export market were operated on a spot basis, capturing opportunities associated with different market niches, which allowed for a considerable increase in the individual fixed premiums of each operation. We also continue to advance its positioning in the Brazilian market by maintaining direct maritime exports (without intermediaries) to Brazilian LPG distributors, which began in 2021. In addition, in September 2022, the first direct maritime export to a Brazilian industrial user was carried out. In addition, in December 2022, we carried out the largest LPG export by sea for private Brazilian companies.
Truck exports to neighboring countries have also grown. The countries with which we operate under this scheme are Chile, Paraguay and Brazil. Although volumes exported using this modality are much lower than exports by sea, they allow us to obtain a larger profit margin.
During 2020,2022, we continued to market LPG through trucks,the land mode, dispatching approximately 16,54316,156 trucks (418,472 short(372,813 tons) of our own product, compared to approximately 13,78117,348 trucks (343,240(410,029 tons) of own product dispatched during 2019. The dispatch of trucks, which is mainly to supply domestic demand, also allows us to export our products to neighboring countries. With substantially lower volumes than those exported by sea.2021.
Our entire ethane production is sold to PBB through a long-term agreement signed on September 6, 2018. This agreement will expire on December 27, 2027 and includes, among other conditions, TOP and DOP commitments for minimum annual quantities of 308,644 short tons per year, which is lower than the TOP quantities included in the 2015 ethane agreement with PBB. If either of the parties does not comply with the TOP or DOP conditions, as applicable, that party is required to compensate the other party for the breach of the minimum annual quantities commitment. Pursuant to the current contract with PBB, in case of a default by PBB with respect to its TOP commitments, PBB will be required to compensate us.
Our Liquids Production and Commercialization segment also comprises storage and dispatch by truck and subsequent shipment of the liquids extracted at the Cerri Complex to facilities located in Puerto Galván. LPG and natural gasoline are transported via two eight-inch pipelines to the loading terminal at Puerto Galván. Ethane is piped via an eight-inch pipeline to the PBB olefins plant, which is the sole outlet for ethane from the Cerri Complex. Any ethane extracted at the Cerri Complex that cannot be sold to PBB is reinjected into the pipeline.
Our Liquids Production and Commercialization segment has increased as a percentage of our total revenues from 19.0% in 2001 to 49%64% in 2020,2022, as a consequence of the adverse change in the regulated Natural Gas Transportation segment, and the increases in the international prices of LPG and natural gasoline, which generated higher revenues primarily from exports.
In 2020,2022, our export revenues from the Liquids Production and Commercialization segment were Ps. 9.53546,314 million and represented 17%28% of our total net revenues and 35%44% of our liquids production and commercialization revenues. Additionally, the total volume of sales from Liquids was 1,262,543 short1,129,004 tons, and the volume of sales from Liquids exports was 417,448 short398,547 tons, representing 33%35% of our total liquids sales volumes.
The annual sales of our Cerri Complex for 2022, 2021 and 2020 2019 and 2018 in short tons were as follows:
2020 | 2019 | 2018 | 2022 | 2021 | 2020 | |||||||||||||||||||
| Ethane | 397,787 | 312,651 | 437,362 | 329,232 | 353,078 | 360,870 | ||||||||||||||||||
| Propane | 431,700 | 416,519 | 334,852 | 410,563 | 383,085 | 391,636 | ||||||||||||||||||
| Butane | 298,358 | 287,083 | 260,761 | 263,932 | 267,579 | 270,669 | ||||||||||||||||||
| Natural Gasoline | 134,698 | 130,572 | 132,311 | 125,277 | 115,677 | 122,197 | ||||||||||||||||||
| Total | 1,262,543 | 1,146,825 | 1,165,286 | 1,129,004 | 1,119,419 | 1,145,372 | ||||||||||||||||||
We anticipate that new oil and natural gas developments in Argentina will provide new opportunities in the Liquids Production and Commercialization business and lead to related increases in revenues from our Natural Gas Transportation and Liquids Production and Commercialization businesses.
Regulation
Liquids production and commercialization activities are not subject to regulation by ENARGAS. However, in recent years, the Government has enacted regulations that significantly affect our Liquids production activities.
Domestic market
We are not able to freely select the markets to which we will allocate LPG production. As we are effectively required to meet the minimum domestic demand before exporting significant amounts of LPG, we forego sales to foreign markets, where the prices for some products are higher than those established for local consumers in Argentina.
On March 9, 2005, the Government enacted Law No. 26,020, which set forth the regulatory framework for LPG industry and commercialization. After its issuance, the Ministry of Energy established, through several subsequent resolutions, reference prices applicable to sales of LPG bottles.
On March 30, 2015, the Executive Branch issued Decree No. 470/2015, regulated by Resolution No. 49/2015 issued by the former Federal Energy Bureau, both creating the framework for selling LPG bottles (the “Households with Bottles Program”) which replaced the programs in force until that time.
The provisions of Law No. 26,020 set the salesales prices of LPG for the local market and the SHR is the body that periodically determines the minimum volume of product that each producer must allocate for commercialization in order to ensure domestic supply. The former Federal Energy Bureau established, through several resolutions, reference prices applicable to sales of LPG containers of less than 45 kilograms and to wholesale LPG sales exclusively to LPG retailers (fraccionadores).
Under the Households with Bottles Program the Ministry of Energy regulates the price and the quantity of LPG sold in the domestic market by each LPG producer. The compensation received from the Ministry of Energy was Ps.550 per ton of butane from April 2015 through March 2018. Afterwards, on March 27, 2018, the SHR issued Resolution No. 5/2018 increasing the price paid under the Households with Bottles Program to Ps.5,416 per ton of butane and Ps.5,502 per ton of propane, effective as of April 1, 2018.
During 2019, the Government introduced several amendments to the prices of the products commercialized under the Households with Bottles Program. The prices per ton of butane and propane increased as follows: (i) from February 1, 2019 to May 10, 2019, to Ps.9,154 and Ps.9,042 respectively, (ii) from May 10, 2019 to June 30, 2019, to Ps.9,327 and Ps.9,213 respectively, and (iii) since July 1, 2019, to Ps.9,895 and Ps.9,656 respectively. On October 19, 2020, the Secretary of Energy issued Resolution No. 30/2020 by which it increased the price of such products to Ps. 10.885.Ps.10,885. Furthermore, since February 1, 2019 the compensation received through the Households with Bottles Program was completely eliminated.
More recently, through Resolution No. 249/2021, the Ministry of Energy increased the price of the products contributed to this program from April 2021 to Ps.12,627.
In 2022 the price of the products contributed to this program were increased by Resolutions No. 270/2022, 809/2022 and 861/2022. Back in December 2022, the price per ton of butane and for propane was Ps. 26.800,8.
Then on August 25, 2021, the Secretary of Energy issued Resolution No. 809/2021 which establishes a Temporary Economic Assistance addressed to LPG industry operators (producers, fractionators and distributors). The Transitional Economic Assistance provides for the recognition of 20% of the LPG sales invoiced for the Home Program for the period from August to December 2021, subsequently extended until March 31, 2022. On April 22, 2022, this assistance has been extended until December 31, 2022.
The Households with Bottles Program requires us to produce, under certain circumstances, and market the LPG volumes required by the Ministry of Energy at prices significantly below the market. This requirement might prevent us from covering production costs, even after giving effect to the subsidy payments that we receive under the agreement, creating a negative operating margin. We have initiated several actions with the Government in order to enjoin the requirement that we sell products with negative operating margins for an extended period. On June 3, 2015, we filed a motion for reconsideration regarding the volumes of LPG that we were required to provide in 2015 under the Households with Bottles Program. In addition, on August 18, 2015, we filed a lawsuit to overturn Resolutions No. 49/15 and 70/15 which implemented the Households with Bottles Program and required us to sell products below their international reference prices. Since the Macri administration took office, prices of products sold under the Households with Bottles Program have been adjusted and we did not continue pursuing legal actions against Resolutions No. 49/15 and 70/15.
On March 16, 2015, through Resolution No. 36/2015, which modified Resolution No. 792/05, the Ministry of Energy set the method to calculate the LPG export parity that would be updated monthly by this agency. These modifications generated an increase in the prices at which the LPG is sold in the local market to those customers who do not fall under the Households with Bottles Program and the Propane for Networks Agreement.
Since the Propane for Networks Agreement was signed between the Government and producers of LPG, including us, in 2003, we have complied with our commitments under that agreement. Pursuant to the Propane for Networks Agreement, which has been extended several times, the Ministry of Energy fixed prices and procedures by which it compensates participating companies. The compensation received is calculated as the difference between the sales price established for the domestic market and the LPG export parity price published monthly by the Ministry of Energy. The compensation is calculated on a monthly basis.
The Government compensates us for our participation in the Propane for Networks Agreement. Although weDuring 2022, these collections have not received this payment in a timely manner, collections improved in 2020, 2019 and 2018.suffered significant delays. As of December 31, 2020,2022, we had Ps.303Ps. 3,768 million in receivables against the Government in connection with the Households with Bottles Program and the Propane for Networks Agreement.
International marketMarket
In the international market, we commercialize propane, butane and natural gasoline to international traders and other clients.
On September 4, 2018, by means of Decree No. 793/2018 (later amended by National Executive Branch Decree No. 865/2018, the effectiveness of which was ratified by Law No. 27,467), the National Executive Branch stipulated a 12% withholding on exports for all the goods comprised in the common customs MERCOSUR nomenclature, with a maximum of Ps.4 per United States dollarDollar for the products that our Company exports. This price limit was left without effect on December 16, 2019 pursuant to Decree No. 37/2019.
Through Law No. 27,541, the Executive Branch (until December 31, 2021) is empowered to set export duties, the rate of which may in any case not exceed 33% of the taxable value price. Beyond the general limit mentioned above, with respect to hydrocarbons, it is established that withholding tax may not exceed 8% of the taxable value price.
During fiscal year ended December 31, 2020,2022, the average withholding tax rate amounted to 4.2%, being 0% during some months of the fiscal year. At the date of issuance of this Annual Report, due to the current quotation of the "ICE Brent first line" barrel, the rate reached the maximum amount of 8%.
Environment
In addition to this sector-specific regulation, we must comply with the environmental legislation set by each of the seven provinces where the high-pressure trunk gas pipeline system runs.
Our production and liquid storage facilities are subject to Law No. 11,459 of industrial establishment of Buenos Aires. Additionally, we must comply with all environmental legislation issued by the province, which includes laws and regulations of gas emissions, waste emissions, use of public waters and return of effluents, among others. Both facilities in the Cerri Complex and Puerto Galván have valid environmental certificates.
See “Item 4. Our Information—D. Property, Plant and Equipment—Environmental, Social and Governance.”
Competition
The construction and operation of natural gas processing plants located in the Province of Neuquén have represented important competition for our Liquids sector, since our customers could satisfy their product demand with alternative suppliers. This competition was finally mitigated by entering into agreements with natural gas producers that limited their ability to make investments in natural gas processing plants.
For example, at the end of 2000, MEGA finished building and began operation of a gas processing plant with a capacity of approximately 1.3 Bcf/d, located in the Province of Neuquén. Although the construction of this gas processing plant initially resulted in lower volumes of gas arriving at the Cerri Complex, we have been able to undertake measures to substantially mitigate any negative impact of MEGA’s activity. However, there is a risk that additional gas processing at the MEGA plant could result in lower volumes or lesser quality gas (i.e., gas with lower liquids content) arriving at the Cerri Complex in the future, or that other projects that may be developed upstream of the Cerri Complex could adversely affect our revenues from Liquids production and commercialization services.
Formerly, our sole purchaser of ethane, PBB, decided, for commercial reasons, to give priority to the product provided by MEGA. If PBB continues with its policy of taking increased volumes of ethane from our competitors, this situation could adversely affect our revenues from Liquids production and commercialization services, if we are unable to sell the ethane and must reinject it into the gas stream.
In order to guarantee access to natural gas not yet processed in the Cerri Complex, in the past, we obtained the commitment of natural gas producers to not build natural gas processing plants upstream of the Cerri Complex during the term of such long-term agreements. From time to time, and as these contracts expire, we renew and sign new agreements with them to replace expiring contracts. The agreements reached in more recent years, have had shorter durations and the contracts in effect do not limit the ability of gas producers to build natural gas processing plants upstream of the Cerri Complex during the term of the agreement. All of these recent agreements contain commitments of such natural gas producers not to reduce the quality of the natural gas that they sell to us. Nevertheless, any decision by such natural gas producers to make modifications to the methodology for injecting natural gas into the pipeline system could result in the receipt of lower quality natural gas, thereby reducing the amount of Liquids available for extraction and processing in the Cerri Complex.
OTHER SERVICES
Other business activities are not subject to regulation by ENARGAS.
Midstream Services
Through midstream services, we provide integral solutions related to natural gas from the wellhead up to the transportation systems. The services comprise gas gathering, compression and treatment, as well as construction, operation and maintenance of plants and pipelines, which are generally rendered to natural gas and oil producers at the wellhead. Our portfolio of midstream customers also includes distribution companies, big industrial users, power plants and refineries. Our midstream activities also include the separation and removal of impurities such as water, carbon dioxide and sulfur from the natural gas stream, and steam generation for electricity production. Small diameter pipes from the wellheads form a network, or gathering system, carrying the gas stream to larger pipelines where field compression is sometimes needed to inject the gas into our large diameter gas pipelines. The services are tailored to fit the particular needs of each customer in technical, economic and financial matters.
This business segment includes the transportation and all related services provided in Vaca Muerta after the important gas pipe project carried out during 2019 which allow us to comply with the agreements signed with the main natural gas producers in the area.
In addition, we provide operation and maintenance of pipelines services to our affiliate Gas Link S.A. (“Link”).
In September 2017, the UT Río Neuquén was created by YPF, Pampa Energía and Petrobras Brazil, to expand for the next ten years, the services provided at the Río Neuquén Plant. A natural gas dehydration unit with capacity of 71 MMcf/d has been installed and several minor modifications in the plant have been performed.
We have entered into an UTwith SACDE for the purpose of participating jointly in the National Public Bid No. 452-0004-LPU17: Assembly of Pipes for the Construction of the Project “Expansion of the Natural Gas Transportation and Distribution System.” As a result of this bid, the Ministry of Mines and Energy awarded to the aforementioned UT the contract for the construction of the Regional II-Recreo/Rafaela/Sunchales Regional Gas Pipeline. As of the date of issuance of this Annual Report, construction works are in progress.
Furthermore, we aim to have a leading role in the development of Argentina’s energy sector. For this reason, we developed projects in the Southern Section and Northern Section in the Vaca Muerta fields. To make these investments viable, we executed agreements with various natural gas producers and contracted natural gas treatment services for a period of 10 years.
The total investment in both the Northern Section and the Southern Section of the pipeline gathering system and the natural gas conditioning plant located at the ending point of both sections was U.S.$US$260 million, and may potentially amount to up to U.S.$US$800 million within case there is a decision to expand and make the expansion ofplant capacity match the natural gas reserve plant serving Vaca Muertagathering pipeline capacity. The 91 miles gathering pipeline formed by the Northern and other areas of the Neuquina basin. The plantSouthern Sections will capture and transport the natural gas production of eight hydrocarbon areas adjacent towithin the Vaca Muerta. The Northern Section and Southern Section will provide the infrastructure to transport and condition the production of natural gas for its entry into the transportation systems through 91 miles.Muerta play. The natural gas pipelines have a transportation capacity of 2.2 Bcf/60 MMm3/d and the modular conditioning plant has a capacity of 176.6 MMcf/d in its initial stage.15 MMm3/d.
Additionally, the connection of the plan located in Tratayén to the Central West Gas Pipeline, belonging to TGN'sTGN’s regulated transportation system, was completed in 2020. Moreover, in September 2020, we approved a project to expand the plant located in Tratayén. The execution term of this project is for one year and will require a U.S.$15 million investment. This project will consist of a 42.4 MMcf/d increase in the plant’s treatment capacity, the installation of a butane extraction unit and the building of facilities for liquids storage and dispatch. This project is expected to improve the profitability of our investment and we believe it will generate business alternatives required for the sustainable development of the area by natural gas producers.
This project will continue to improve the profitability of the investment made by us and generate business alternatives necessary for the sustainable development of the area by natural gas producers, particularly by providing security in the evacuation of gas volumes committed by some customers under the Plan Gas.Ar.
Gas.Ar Plan.
Gas.Ar Plan.
101
In June 2020, two agreements were signed to provide in the Plaza Huincul Plant, the service of compression and conditioning of gas from the Cerro Bandera field - signed with Oilstone Energía S.A. (“Oilstone”) in its role as operator of the Cerro Bandera concession - and from the Puesto Cortadera and Portezuelo Minas fields - signed with Oilstone in its role as operator of the Unión Transitoria de Empresas (Joint Venture) called Gas y Petróleo del Neuquén S.A. - Oilstone - Dorsal - Unión Transitoria -, both for a seven-year term. In order to provide this service, a third agreement was signed with Oilstone whereby we executed the hydraulic test and connection works between an Oilstone gas pipeline and our compression and conditioning plant. On September 28, 2020 we completed these works and in October 2020 the compression and conditioning service described above commenced.
As a consequence of the increase in natural gas production levels recorded in the Neuquina basin, we have recorded increasing levels of utilization of midstream facilities; this is mainly evident in the Vaca Muerta System, which started 2021 capturing and treating flows of around 3.5 MM3/d at the Tratayén plant and ended this year with flows of around 9 MM3/d. To cope with this flow growth, expansion works were carried out at the Tratayén Plant, which had been approved in 2020. These works, completed in September 2021, involved the installation of a new slug catcher and a new stabilizing tower.
This effort was accompanied by the negotiation and closing of new service contracts (transportation and conditioning) with Shell Argentina and YPF in Bajada de Añelo and with Pampa Energía in El Mangrullo.
As for the Río Neuquén Plant, during the year 2021 this facility saw an increase in incoming natural gas flows, which opens auspiciously opportunities to increase the services provided therein with potential capacity expansions.
During February 2023, we concluded the expansion works in Tratayén started in 2022 that consisted in the 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 involved an estimated investment of US$32 million.
New Projects
Our strategy of focusing on the customer and innovation makes us focus on generating business and investment alternatives that allow us to make our investment profitable and thus provide value to our shareholders. Thus, we approved a series of investment projects that will allow us to expand the capacity of the Tratayén Plant:
- Installation of a conditioning plant with a capacity of 6.6 MMm3/d, which will require an estimated investment of US$ 132 million, with start-up scheduled for December 2023.
- Installation of a second conditioning plant with a capacity of 6.6 MMm3/d, which will require an estimated investment of US$ 138 million, with start-up scheduled for mid-2024.
These projects will increase the capacity to provide services to the Vaca Muerta System, improving the profitability of the investment made by us and providing security in the evacuation of gas volumes from producers.
They also reinforce our commitment to Argentina’s energy development and our strategy of making the investments made in the installation of the Vaca Muerta gas pipeline system profitable. In this sense, we continue in conversations with the different producers in the basin in order to capture business opportunities that will allow us to increase our portfolio of services and client portfolio.
Telcosur (Telecommunications System)
We own 99.98% of Telcosur, a telecommunications company created in September 1998 to provide value-added and data transportation services using our modern digital land radio telecommunications system with Synchronous Digital Hierarchy (“SDH”) technology (which was installed for purposes relating to our gas transportation system).
With respect to the telecommunications services provided by Telcosur, during the year 2022, agreements were reached that allowed increasing the capacity sold and consolidating the Company’s operations.
In line with our mid-the strategy of consolidating the business in the medium and long-term, business consolidation strategy, Telcosur signedreached agreements with new clientscustomers and extendedwas able to expand or renewed currentrenew existing agreements. WithAmong the technological updatemost relevant agreements entered into, we can mention the following:
Agreement with Shell Argentina S.A. (“Shell”)
During 2022 Telcosur entered into an agreement with Shell to link its plants in Bajada de Añelo and Sierras Blancas and its corporate network. The agreement consists of the main Cerri-Río Grande telecommunications system in 2019, we have completedprovision of a data and internet transport service between the updateaforementioned plants for the operational management of the whole telecommunications system, aswork. This agreement also involves the construction of a new fiber optic section through the access road to Tratayén, to reach Shell’s Sierras Blancas plant.
Agreement with Vista Oil & Gas Argentina (“Vista”)
The project consisted in 2018the optical fiber linking of Telcosur’s infrastructure in Tratayén with Vista’s infrastructure in the Borde Montuoso field.
Since the link was originally necessary for the gas pipeline connection between we had finishedand Vista, Telcosur participated in the section Buenos Aires – Bahíengineering definitions of such work in order to make available an extension of the fiber optic network of both parties with the purpose of generating the technical conditions to close the internet sale business. The execution of this project involved the linking of Telcosur’s fiber optic network with Vista’s network.
Agreement with Pampa Energía Blanca – Neuquén.- El Mangrullo Oilfield (“EMA”)
In parallel with this network connection, an agreement was reached for the provision of internet service within the oilfield.
In addition, and thanks to the works mentioned above, an agreement was reached with Claro Argentina S.A. (“Claro”) to replace its satellite link for the transport of data from the mobile radio base that was previously in the field, and thus provide a better service to Pampa Energía at the office, plants and bases and Wi-Fi at the Cerri Complex. These achievements will improve our connectivity and will enable us to render services to oil and gas producers and service companiessite.
Additionally, an annual maintenance agreement was reached with Pampa Energía.
Installation of fiber optic network in Vaca Muerta.Muerta
During 2020, Telcosur completed2022, work progressed on the work it had started in 2019, in which it installed 150 kminstallation of high-capacity opticala high capacity fiber optic network from Vaca Muerta Norte to Los Toldos for an extension of more than 20 miles, to provide telecommunications services to oil and gas producers and service companies in Vaca Muerta, which require a significant amount of data transmission for their operations and communications.
In 2022, the fiber optic capacity was expanded in the key area of unconventional extraction.
Progress was made with “IoT” radio bases to expand their operations inTelcosur’s portfolio of services provided to its customers. Augmented Reality and Drone services were added to Telcosur’s service portfolio.
In addition, the Argentine Patagonia, mainly inradio transmission system was expanded between the province of Neuquén for the oil and gas industry that is targeting the formation of Vaca Muerta.
C. Organizational Structure
The following is a summary diagram of our subsidiaries (Telcosur, CTG and CTG)TGSLatam) and affiliates as of December 31, 2020,2022, including information about ownership and location:
(1) Incorporated in Argentina.
(2) Incorporated in Uruguay.
(3) Incorporated in Bolivia.
As of the date of this Annual Report, we are performing the formal steps to liquidate Emprendimientos de Gas del Sur S.A. (“EGS”).
D. Property, Plant and Equipment
Gas Transportation
The principal components of the pipeline system we operate are as follows:
Pipelines. We render natural gas transportation service through a pipeline system that is 5,7695,736 miles long, of which 4,775 miles operated under the License on an exclusive basis. We manage the transportation of natural gas over the remainder of the system under management agreements with the Gas Trust, which owns the remaining portions of the pipeline. The system consists primarily of large diameter, high-pressure pipelines intended for the transportation of large volumes of gas at a pressure of approximately 853-996 pound/square inch. Line valves are installed on the pipeline at regular intervals, permitting sections of the pipeline to be isolated for maintenance and repair work. Gas flow regulating and measurement facilities are also located at various points on the system to regulate gas pressures and volumes. In addition, a cathodic protection system has been installed to protect the pipeline from corrosion and significantly reduce metal loss. All of the pipelines are located underground or underwater.
Maintenance bases. Maintenance bases are located adjacent to the natural gas pipeline system in order to maintain the pipeline and related surface facilities and to handle any emergency situations which may arise. Personnel at these bases periodically examine the pipelines to verify their condition and inspect and lubricate pipeline valves. Personnel at the bases also carry out a cathodic protection system to ensure that adequate anti-corrosion systems are in place and functioning properly. Such performance also maintains and verifies the accuracy of our measurement instruments to ensure that these are functioning within appropriate industry standards and in accordance with the specifications contained in our service regulations.
Compressor plants. Compressor plants along the pipelines recompress the natural gas volumes transported in order to restore pressure to optimal operational levels, thereby ensuring maximum use of capacity as well as efficient and safe delivery. Compressor plants are spaced along the pipelines at various points (between 62 and 124 miles) depending upon certain technical characteristics of the pipelines and the required pressure for transport. Compressor plants include mainly turbine-driven compressors and, to a lesser extent, motor-driven compressors which use natural gas as fuel, together with electric power generators to supply the complementary electrical equipment (control and measurement devices, pumping, lighting, communications equipment, etc.).
We transport natural gas through four major pipeline segments: General San Martín, Neuba I Gas Pipeline, Neuba II Gas Pipeline and Loop Sur Gas Pipeline, as well as several smaller natural gas pipelines. Information with respect to certain aspects of our main natural gas pipelines as of December 31, 2020,2022, is set out in the table below:
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 | ||||||||||||||||||||
Major Pipeline | Length (miles) | Diameter (inches) | Maximum Pressure (pound/inch) | Compressor Units | Operative Compressor Plants | HP Output | ||||||||||||||||||
General San Martín | 2,852 | 24/30 | 853/995 | 59 | 17 | 512,800 | ||||||||||||||||||
Neuba I/Loop Sur | 732 | 24/30 | 853 | 18 | 6 | 65,800 | ||||||||||||||||||
Neuba II | 1,217 | 30/36 | 975/995 | 21 | 7 | 194,000 | ||||||||||||||||||
Other (1) | 935 | Various | Various | 6 | 3 | 7,500 | ||||||||||||||||||
| Total | 5,736 | 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. |
General San Martín. This pipeline was built in three stages, completed in 1965, 1973 and 1978, and transports natural gas from the extreme southern portion of Argentina to the greater Buenos Aires area in east-central Argentina. It originates in San Sebastián (Tierra del Fuego), passes through the Strait of Magellan and the Provinces of Santa Cruz, Chubut, Río Negro and Buenos Aires (including the Cerri Complex located near the city of Bahía Blanca in central Argentina), and terminates at the high pressure transmission ring around the City of Buenos Aires. The pipeline receives natural gas from the Austral basin at the extreme south in the Province of Tierra del Fuego, from the same basin further north at El Cóndor and Cerro Redondo, in the Province of Santa Cruz and from the San Jorge basin in the northern Santa Cruz and southern Chubut Provinces. The natural gas pipeline primarily serves the districts and cities of Buenos Aires, La Plata, Mar del Plata, Bahía Blanca, Puerto Madryn and Comodoro Rivadavia. This pipeline was expanded in 2005 by the Gas Trust in order to satisfy the growing natural gas demand in the Argentine economy. This expansion resulted in the construction of 458 miles of pipeline and the installation of new compressor units. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
Neuba I Gas Pipeline (Sierra Barrosa-Bahía Blanca). Neuba I Gas Pipeline was built in 1970 and was expanded by us in 1996. It is one of our two main pipelines serving our principal source of gas supply, the Neuquina basin. The pipeline originates in west-central Argentina at Sierra Barrosa (Province of Neuquén), passes through the Provinces of Río Negro, La Pampa and Buenos Aires, and terminates at the Cerri Complex. This pipeline transports the natural gas received from the Neuquina basin, particularly from the Sierra Barrosa, Charco Bayo, El Medanito, Fernández Oro, Lindero Atravesado, Centenario, Río Neuquén and Loma de la Lata natural gas fields. The gas delivered from Neuba I Gas Pipeline is subsequently compressed and injected into the Loop Sur Gas Pipeline and the General San Martín pipelines for transportation north to the greater Buenos Aires area. As part of the works scheduled to be completed in the Five-Year Plan, we are executing the construction of a compressor plant in the town of Confluencia, Neuquén Province, which will allow the Neuba I gas pipelineGas Pipeline to be interconnected with the Neuba II pipelineGas Pipeline and thus grant a greater degree of flexibility to the operation of the natural gas transport system.
Loop Sur Gas Pipeline. This gas pipeline was built in 1972 as an extension of Neuba I Gas Pipeline and runs parallel to a portion of the General San Martín gas pipeline. Located in the province of Buenos Aires, it transports natural gas from the Neuba I Gas Pipeline at the Cerri Complex in Bahía Blanca and terminates at the high pressure transmission ring around Buenos Aires, which we also operate. The natural gas delivered by this gas pipeline constitutes a portion of the natural gas supply for the greater Buenos Aires area. Loop Sur Gas Pipeline is also connected to the TGN system and allows us to deliver natural gas to or receive natural gas from TGN. Such transfers occur occasionally during periods of high demand for natural gas.
Neuba II Gas Pipeline. Our newest natural gas pipeline, Neuba II Gas Pipeline, was built in 1988 and is our second pipeline serving the Neuquina basin. Neuba II Gas Pipeline was expanded four times between 1996 and 2000, and again in 2008. Neuba II Gas Pipeline begins at YPF’s Loma de la Lata gas treatment plant in the western portion of the basin and runs through the Provinces of Neuquén, Río Negro, La Pampa and Buenos Aires (through the Cerri Complex), up to its terminal station located at Ezeiza just outside of Buenos Aires. Neuba II Gas Pipeline is a principal source of natural gas for the Federal District and the greater Buenos Aires area. In 2008, this pipeline was expanded as a part of the Second Expansion, resulting in the construction of 153 miles of natural gas pipeline.
Other Pipelines. We also operate the Cordillerano natural gas pipeline, built in 1984, which receives gas from the Neuquina basin and supplies it mainly to three tourist centers in southern Argentina. In addition, we operate other minor pipelines, the high pressure transmission ring around Buenos Aires, the Chelforó-Conesa natural gas pipeline and other natural gas pipelines known as natural gas transfer pipelines.pipelines.
Additional information regarding the expansion of our gas transportation system is included in “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.”
Ancillary Facilities
Cathodic Protection System
Currently, we operate cathodic protection devices, which are located along our main pipelines. The objective of this system is to prevent the corrosion process. The corrosion process causes metal loss, which, depending on the severity of the damage, may cause pipeline ruptures. Cathodic protection equipment includes direct current rectifiers, and generators powered by thermic, turbine natural gas engines in locations where no electric lines are available. The system also includes an impressed current anode, which facilitates circulation of electricity through the circuit formed by the generator, the anode itself, the pipe and the land.
Measurement and Control of the Transport System
To guarantee the reliability of the facilities and optimize the operation of the transport system, it is necessary to have real-time information from the various measurement and control devices installed throughout our more than 5,769 miles of gas pipelines and 33 compressor plants.
To that effect, we have fiscal measurement stations associated with gas receptions from producer facilities and gas deliveries to our distributors or customers, in addition to the mediation equipment installed in the compressor plants to determine the volumes of pumped gas, fuel and other variables of operational interest.
All the information generated by the field devices is collected by our SCADA/EFM system, transmitted through our communications infrastructure and centralized at our headquarters. The fiscal mediation information contains volumes and quality of gas, which is collected by the SCADA/EFM system and saved in a database for further processing by other corporate systems.
In addition, the information is shared in real time with producers, distributors and ENARGAS in order to ensure the required auditability and transparency.
Natural Gas Control System
Located at our Buenos Aires headquarters, the gas control system controls scheduled gas injections and deliveries and allows us to follow gas flows in real time. Data is received from compressor stations by phone and automatically from remote terminal units (“RTUs”) installed in the receipt and delivery points equipped with the Electronic Flow Measurement (EFM) system. The information is normally collected by the supervisory control and data acquisition system (which has an ad hoc database that is updated every 30 seconds on average) and is then consolidated into other databases. In order to control gas injection and deliveries, we have developed a software system called Solicitud, Programación, Asignación y Control, which, among other things, allows us to control actual volumes and projected future injections to determine producer deviations. As part of this system, we operate meteorological equipment and receive daily weather information from various sources, which is used for the purpose of forecasting natural gas demand.
Natural Gas Measurement
Shipped and delivered natural gas is measured through primary field facilities that are connected with RTUs. Such RTUs transmit the data to the Buenos Aires headquarters. This data is utilized to prepare reports for clients, shippers, producers and ENARGAS. Energy balances are also prepared in order to control our system efficiency.
Liquids Production and Commercialization
Our Liquids production and commercialization activities are conducted at our Cerri Complex. It is located near the city of Bahía Blanca and is connected to each of our main pipelines. The Cerri Complex consists of an ethane extraction cryogenic plant to recover ethane, LPG and natural gasoline, together with a lean oil absorption plant to recover LPG and natural gasoline (“Liquids Production and Commercialization”). The facility also includes compression, power generation and storage facilities. The Cerri Complex processing capacity is approximately 1.6 Bcf/47 MMm3/d.
As part of the Cerri Complex, we also maintain at Puerto Galván a storage and loading facility for the natural gas liquids extracted at the Cerri Complex. The Cerri Complex, including the Puerto Galván facility, is currently capable of storing 68,882 short tons of liquids. See this “—Item 4.—Our information—B. Business Overview—Liquids Production and Commercialization” above..
Other Services
Midstream
As part of this business segment, we provide services related to natural gas including treatment, gathering and gas compression, which are rendered at two treatment plants and three gas compression plants with a total treatment capacity of 206.6 MMcf/10.9 MMm3/d and a total compression capacity of 34,790 HP, respectively.
Throughout the year 2019, we successfully concluded assembly and pressurization works of an important Vaca Muerta gas pipe project that involved an aggregate investment of U.S.$US$260 million and will be pivotal in the development of Vaca Muerta natural gas reserves. The execution of these works demanded great commitment from our team and compliance with all the terms agreed with our customers. The Vaca Muerta project was executed in three stages:
This pipeline system goes through several hydrocarbon fields, including Bajada de Añelo, La Calera, Bandurria Sur, Fortín de Piedra, El Mangrullo, Aguada Pichana Este, Rincón la Ceniza, Los Toldos I Sur and Pampa de las Yeguas I and II. The following map shows the location of the Vaca Muerta pipeline.
With the commissioning of the conditioning train installed in the Treatyén Treatment Plant and with the completion of the work to connect said plant to the Central West Gas Pipeline, belonging to the TGN transportation system, we concluded the works that comprise the Vaca Muerta system, which has been operating since 2019, totaling an investment of US$260 million. This system, which includes two gas capture pipelines and the aforementioned plant in Tratayén will be of vital importance for the development of the Vaca Muerta natural gas reserves.
Additionally, the connection of the plan located in Tratayén to the Central West Gas Pipeline, belonging to TGN'sTGN’s regulated transportation system, was completed in 2020. Moreover, in September 2020, we approved a project to expand the plant located in Tratayén. The execution term of thisThis project is of one year—works commencedwas commissioned in September 2021 allowing us to increase the natural gas gathering capacity in the fourth quarter of 2020—Vaca Muerta area, and will require a U.S.$15 million investment. It will consist in a 42.4 MMcf/dthus, increase of the plant’s treatment capacity the installation of a butane extraction unit and the building of facilities for liquids storage and dispatch.our midstream services.
Telecommunication
We own two interconnected networks beginning in the Buenos Aires Province, which consist of (i) a flexible and modern microwave digital network with SDH technology over more than 2,8592,858 miles, which covers the Buenos Aires–Bahía Blanca–Neuquén routes to the West and the Buenos Aires–Bahía Blanca–Comodoro Rivadavia–Río Grande routes to the South, and (ii) a dark fiber optic network of approximately 1,056 miles, which covers the La Plata–Buenos Aires–Rosario–Córdoba–San Luis–Mendoza routes. There is also a network in the Patagonia region, which consists of a “lit” fiber optic network of approximately 374373 miles, which covers the Puerto Madryn–Pico Truncado route.
Environmental, Social and Governance
We are committed to managing its business and operating its facilities in compliance with the requirements of applicable legislation and the requirements to which it voluntarily adheres, satisfying the expectations of its customers and prioritizing the quality of its services, the prevention of pollution and the health and safety of its personnel and contractors, through the continuous improvement of the effectiveness of its management system.
In addition,this regard, during 2022 we have been working on the following networks were installeddesign of the first ESG Plan (the “ESG Plan”) in 2010, 2011 or 2012: (i) a high capacity fiber optic networkwhich we prioritized the thematic axes and lines of approximately 745 miles, which links Buenos Aires–Bahía Blanca–Neuquén; (ii) a fiber optic network of approximately 497 miles, which covers the Bahía Blanca–Puerto Madryn route; and (iii) a high capacity fiber optic network of approximately 497 miles, which links Pico Truncado–Río Gallegos. In 2013, we installed 81 miles of fiber optics to connect the city of Río Gallegos and the radio station “El Cóndor” which is the southernmost continental radio stationaction that will guide our strategy in South America.this area.
Our safety and environment policy establishes a commitment of compliance with the applicable legislation in environmental matters, the prevention of pollution and the continuous improvement of its Sistema de Gestión Integrado (“SGI”). This commitment extends not only to our personnel, but also to contractors who work for, or provide services to, us.
Aligned with our safety and environment policy, we implemented an environmental management system, which is integrated with quality, safety and occupational health management. The SGI is certified according to ISO 9001, ISO 14001 and OHSAS 18001. Described in this framework are the processes that make up environmental management and the responsibilities and procedures associated with each of them.
A requirement of fundamental importance for us is to guarantee compliance with applicable environmental legislation, both in regulatory matters and at the level of the different jurisdictions in which we operate. To put it into practice, we have specific procedures that establish the obligations related to specific areas and a strategy to monitor the requirements of the authorities that allow for the maintenance of the environmental permits necessary to operate. In the case of projects, the environmental impact assessment is carried out following the requirements of Argentine natural gas rule 153 (“NAG153”), and any other applicable requirement requested by each local authority. The projects are carried out following the guidelines of the environmental protection plans that arise from the evaluation process.
In the framework of strengthening sustainability management, progress was made in the first stage of our environmental improvement program (the “Environmental Improvement Program”), with the aim of managing projects that reduce the environmental impact of our operations. A series of projects focused on optimizing the measurements of environmental variables was carried out in order to have a baseline on which to set objectives associated with improvement projects, such as the calculation of the Company’sour carbon footprint, and the balance of energy efficiency in the Cerri Complex, Galván Plant and headquarters. We continue to evaluate technical alternatives with the goal of achieving “zero effluent” in the Cerri Complex.
Environmental performance is monitored through indicators that show trends in the main variables and serve as a basis to evidence the process of continuous improvement. In turn, the adequacy of the SGI in relation to the certified standards is verified through an annual program of internal audits.
We recognize that caring for the environment in the communities where we carry out our activities is essential to the strength of our business. We understand that business success is based on the ability to be recognized for operational efficiency, social responsibility and a commitment as a local company.
The Environmental Improvement Program aims to implement projects through interdisciplinary teams that allow us to know/validate the current situation of some of our environmental impacts. These validations will establish the baseline on which future improvements and investments will be calculated. The impacts considered are gaseous emissions, liquid effluents and energy consumption.
The work methodology consists of collecting information and having reliable data that allows us to obtain gas emission inventories, liquid effluent reduction plans and measures for the most efficient use of energy.
The Environmental Improvement Program seeks to reduce negative environmental impacts and avoid lawsuits for environmental issues and non-compliance with legislation. In order toTo meet its objectives, the following projects have been developed:
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 ofusing seals; and
sewage effluent treatment plant in Plaza Huincul.
Mitigation and adaptation to climate change through the application of new technologies, reduction strategies, promotion of energy efficiency and renewable energies, as well as encouraging biodiversity conservation.
Addressing GHG emissions management issues (emission reduction targets to 2030, assessment of the carbon neutrality gap to 2050, exploration of carbon markets, certification of the emissions inventory with ISO 14064 Standard); together with energy efficiency programs (ISO 50001 energy management system, renewable energy incorporation plan), biodiversity promotion (species inventory and protected area surveys), sustainable mobility plan and incorporation of low-emission vehicles, and environmental mitigation and environmental risk prevention measures (including climate risks).
Proactive environmental leadership to anticipate the needs of the context, including technological innovation issues with a focus on emerging engineering solutions to analyze the applicability in tgs, and, environmental promotion and awareness programs to distinguish the environmental performance of the facilities.
Circular economy as a model of production and consumption in our operations, to promote the efficient use of energy and natural resources, establishing activities aimed at improving their management within the framework of the circular economy.
To promote integrated waste management in all our facilities, promoting the treatment and recovery of effluents for irrigation and water care, and the determination of the water footprint. It also includes actions to identify sustainable suppliers and generate strategies for the supply of sustainable equipment and materials.
Each of the 3 axes of the Strategic Plan are linked to the Sustainable Development Goals (SDGs) and represent the current and future commitments of our company, recognizing the leading role of natural gas within the energy matrix towards the transition to low-carbon energies.
Energy
With the purpose of incorporating renewable sources for our own energy consumption, we started the first experiences of incorporating photovoltaic panels in different areas and sectors to have a first diagnosis.
In 2022 we evaluated the possibility of developing corrosion protection systems using hybrid energy (solar panels and wind energy). The plan is to move forward with this issue in 2023 and progressively incorporate renewable energy sources. Regarding the incorporation of solar panels, we highlight:
- Installation of photovoltaic panels on scraper traps. To allow the opening positioning on the valves to be visualized in the SCADA, solving the difficulty that there is no availability of stable electric power required by the system.
- Incorporation of panels in Buenos Aires Metering Stations. At Nudo Las Heras Plant, an important point within the jurisdiction of Base Gutierrez, due to the crossing of the two NEUBA gas pipelines, but with difficult access, no cellular signal and power outages, solar panels were installed to maintain the energy consumption of the measuring, communication and signaling instruments of said facility. Other measurement sites where panels have been installed are Mercedes, Navarro, Saladillo, Roque Perez and General Belgrano.
New solar panels will soon be installed at the Buchanan and Ezeiza stations, which have already been acquired by tgs.
- Luminaire in emergency exits of LED plants with photovoltaic panels. In most of our facilities, the original design of the perimeter lighting did not include the emergency exit doors. For this reason, some facilities began to install luminaires at these sites to facilitate access. An example of this is Planta Compresora Olavarría and Buchanan, both in the province of Buenos Aires, which incorporated solar lighting that operates in the absence of natural light and with a motion sensor.
Emissions
In order to contribute to global efforts to reduce Greenhouse Gas (GHG) emissions, and as a midstream and natural gas transportation company, we are responsible for this finite resource. Therefore, we established our commitment to GHG emissions management.
Initially, we worked on implementing a system that favors the registration of data in each of our facilities, with the challenge that this presented due to the geographical dispersion of our company. The tool chosen for the integrated and robust management of information was SAP EHSM, and together we made progress in identifying all sources of GHG emissions from the facilities.
In 2019, we began calculating the carbon footprint of our two main businesses, natural gas transportation and Liquids production and commercialization. In parallel to the optimization work of the data collection system, we implemented tours in our facilities for the actual measurement of dry and wet seal venting by type of equipment, in order to validate the emission coefficient reported by the seal manufacturer.
In a second instance, after knowing the main contributions to our emissions, we made investments to reduce venting, such as the stopper tool that allows us to reduce the amount of natural gas vented by pipeline maintenance. In 2021, we included the calculation of the carbon footprint for our Other Services segment following the GHG Protocol (Greenhouse Gas Protocol) guidelines.
In 2022, we worked on the company’s emissions map, in order to know our emissions profile and be able to establish goals for reducing and managing them. The following two graphs show our emissions contributions by category and methane emissions by generation source.
Biodiversity
In order to protect biodiversity in the places where tgs operates, we identified existing protected areas in the provinces reached by our businesses. In this sense, we have made progress with the design of an afforestation policy that we expect to be approved and implemented during 2023.
We are currently conducting a survey of existing trees at our facilities to determine the general condition of individuals, perform a specific characterization, verify the percentage of coverage, and identify opportunities for sustainable and conscious afforestation with native species. By 2023, the purpose is to advance with these surveys in the remaining facilities and, in parallel, to quantify the carbon sinks. The goal is to have a database that evaluates all activities that may have a significant impact100% of our facilities surveyed by 2025.
Social
Our social strategy is focused on the environment or riskscontributing to the health and safety of people and the development of the communities where we operate, generating opportunities for professional development.
Within this framework, we develop various professional training activities for our staffpeople. With regard to occupational health, during 2022 we continued working on the development and contractors.implementation of the Emotional Wellness Program. Finally, during 2022 Occupational Health continued to focus on pandemic management by following up on confirmed and suspected cases of COVID, isolating symptomatic personnel, communicating protocols and recommendations to preserve the health of employees and ensure the continuity of our company’s operations, among other actions.
With respect to safety and hygiene, during 2022, the our Culture Program continued as a value, with the participation of more than 200 employees. The main environmental factors affecting our operations are relatedobjective of this program is to emissionspromote the Culture of Preventive Leadership for an Interdependent Organization. It is developed in a space of interaction between Environmental area referents, Facility leaders and the members of the respective work teams. This program generates actions and commitments generated from good practices by both parties that result in improvements for the processes, tasks or conditions of Safety, Hygiene, Environment and Quality, for the Facility or the participating Sector. The good practices will be chosen by the Communities, which will be applicable to the atmosphere (including methanewhole Company.
tgs has an Occupational Hygiene Program. It is a preventive program that studies the conditions of the work environment, identifying, evaluating and combustion gases), generationcontrolling physical, chemical and biological risk agents of waste, environmental noise, and archaeological or paleontological findings. To assessoccupational origin. It is a preventive discipline that analyzes working conditions in order to reduce the occurrence of occupational diseases.
Within this program, the agents within the respective work environments are identified and the concentrations and exposures of workers to them are determined. Then, a risk allassessment is carried out, proposing and applying preventive measures that eliminate or minimize exposure, determining collective conclusions for the improvement of these factors are evaluatedthe process or the workplace.
Governance
In May 2022, we presented our Sustainability Report 2021, which brings together the environmental, social and economic indicators of its management, based on the probability of occurrence and the magnitudeprioritization of the damage that such factor could cause. Those environmental factors have one or more control procedures to guarantee our adequate operation.
On the other hand, in 2022 risk management was included as a key issue in the eventESG Strategic Plan defined by the Company, aiming to implement the respective action plan during 2023.
Information Technology
We rely on our information technology systems and automated machinery to effectively manage our production processes and operate our business. As with other companies, our information technology systems may be vulnerable to damage or interruption from cyber-attacks and other security breaches.
We follow the Cybersecurity Framework developed by U.S. Department of major technological accidents. The objective isCommerce’s National Institute of Standards and Technology (“NIST”). We assess the maturity level tested against the latest cybersecurity trends and disclosure research. Our framework follows NIST’s five core functions to protect the community from humanhelp us identify cybersecurity compliance gaps and material losses, as well asrequirements.
We depend on digital technology, including information systems to avoid damageprocess financial and operating data. Our business has become dependent on digital technologies to the environment, by preparing a coordinated emergency plan. This program is distinguished fromconduct day-to-day operations and we may be subject to cyberattacks or other community experiences of self-protection given it requires the active participation of the community, local government authorities and the industry. In the case of the Galván Plant, the National Contingency Plan (PLANACON) is applied, aimed at respondingrisks related to environmental emergencies in port areas and with jurisdiction of Prefectura Naval Argentina. It focuses on the mitigation of possible spills of dangerous substances, for which simulations are carried out and a company qualified for a response to spills is hired.new technologies.
Insurance
We maintain insurance, subject to deductibles, against third-party liability for damage to all of our facilities used in the Liquids and Other Services business segments and our pipeline assets that pass under rivers or other bodies of water and the Strait of Magellan and business interruption. We believe this coverage is consistent with standards for international natural gas transportation companies. The terms of the policies related to the regulated assets have been approved by ENARGAS. In addition, we have obtained insurance coverage for our directors and officers pursuant to a standard D&O insurance. For additional information, see “Item 3. Key Information.—D. Risk Factors.—Risks Relating to Our Business—Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.”
| Item 4A. | Unresolved Staff Comments |
We do not have any unresolved staff comments.
| Item 5. | Operating and Financial Review and Prospects |
A. Operating Results
The following Operating and Financial Review and Prospects should be read in conjunction with “Item 3. Key Information—A. Selected Financial Data” and our Financial Statements included elsewhere herein.
This Operating and Financial Review and Prospects discussion contains forward-looking statements that involve certain risks, uncertainties and assumptions. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “will likely result,” “intend,” “projection,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan” or other similar words. Our actual results may differ materially from those identified in these forward-looking statements. For more information on forward-looking statements, see “Cautionary Statement Regarding Forward-Looking Statements and Risk Factors Summary.Statements.” In addition, for a discussion of important factors, including, but not limited to, the pesification of our tariffs and other factors that could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Item 3. Key Information—D. Risk Factors.”
For purposes of the following discussion and analysis, unless otherwise specified, references to fiscal years 2020, 20192022, 2021 and 20182020 relate to the fiscal years ended December 31, 2020, 20192022, 2021 and 2018,2020, respectively.
We maintain our accounting books and records in pesos. Our Financial Statements as of December 31, 20202022 and 20192021 and for the years ended December 31, 2020, 20192022, 2021 and 20182020 have been prepared in accordance with the accounting policies based on IFRS as issued by the IASB.
Our management considers that there is sufficient evidence to conclude that Argentina is a hyperinflationary economy in terms of IAS 29, effective as of July 1, 2018. As a result, (i) our audited consolidated statements of financial position as of December 31, 2020,2022, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the year ended December 31, 2020,2022, included elsewhere in this Annual Report have been prepared using hyperinflation accounting in accordance with IAS 29, and (ii) our audited consolidated statements of financial position as of December 31, 2019,2021, and our audited consolidated statements of comprehensive income, changes in equity and cash flows, and the related explanatory notes for the years ended December 31, 20192021 and 2018,2020, included elsewhere in this Annual Report have been restated to Current Currency in accordance with IAS 29 for comparative purposes. Thus, the Financial Statements and the financial information included in this Annual Report for all the periods reported are presented on the basis of constant pesos as of December 31, 2020.2022.
For information relating to the presentation of financial information, see “Presentation of Financial and Other Information.”
Critical Accounting Policies and Estimates
Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain. In connection with the preparation of our Financial Statements included in this Annual Report, we have relied on assumptions derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these assumptions in the ordinary course of our business at the end of each reporting period, the presentation of our financial condition and results of operations often requires management to make judgments regarding the effects of matters that are inherently uncertain. Actual results may differ from those estimated as a result of these different assumptions.
We have described each of the following critical accounting policies and estimates in order to provide an understanding about how our management forms judgments and views with respect to such policies and estimates:
| • | impairment of property, plant and equipment (“PPE”); |
provisions for legal claims and others; and
income tax – deferred tax assets and tax credits.
Factors Affecting Our Consolidated Results of Operations
Year to year fluctuations in our net income are a result of a combination of factors, including primarily:
the volume of Liquids;
changes in international prices of LPG and natural gasoline;
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.
Sources of revenue
Natural gas transportation
Our Natural Gas Transportation operations derive revenues from the sale of transportation capacity to customers. The applicable rates derive from the tariff tables published by ENARGAS by remained unchanged between April 2019 and March 2022.
For additional information see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation.”
Production and commercialization of Liquids
Our production and commercialization of liquids operations generate revenues from the sale of propane, butane, ethane and natural gasoline, in the local and international markets. Regarding propane and butane, sold in the local market we sell our production mainly under the programs stated by the Government.
We also provide certain related services comprising reception, storage and dispatch of the liquids from the facilities located in Puerto Galván.
For additional information see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
Other services
The services included in the Other Services segment consist mainly in: (i) treatment, removal of impurities and natural gas compression, including the collection and transport of natural gas, (ii) inspection and maintenance of pipelines and compressor plants, (iii) services of steam generation for electricity production and management services for expansion works and steam generation for the production of electricity, and (iv) natural gas transportation and conditioning services in Vaca Muerta.
Telecommunications
Our telecommunications services are derived from the sale of our capacity to customers.
Macroeconomic conditions and inflation
As we are an Argentine corporation (sociedad anónima) and all of our operations and assets are located in Argentina, we are affected by general economic conditions in the country, such as demand for natural gas, inflation and fluctuations in currency exchange rates. Moreover, as a provider of a regulated service and producer of hydrocarbons, the prices of our services and products are subject to significant intervention by the Government. In particular, these factors affect our operating costs and revenues.
For the year ended December 31, 2020, 49%2022, 25% and 42%63% of our net revenues were attributable to our Liquids Production and Commercialization segment and to our Natural Gas Transportation business segment, respectively.
The following table sets forth, for the years indicated, the variation of key macroeconomic indicators in Argentina during the years specified below, as reported by official sources.
2020 | 2019 | 2018 | 2017 | 2016 | 2022 | 2021 | 2020 | |||||||||||||||||||||||||
| WPI (in %) | 35.4 | 58.5 | 73.5 | 18.8 | 34.6 | 94.8 | 51.3 | 35.4 | ||||||||||||||||||||||||
CPI (in %) | 36.1 | 53.8 | 47.6 | 24.8 | 36.1 | 94.8 | 50.9 | 36.1 | ||||||||||||||||||||||||
| Devaluation of pesos vs. dollar (in %) | 40.5 | 58.9 | 102.2 | 17.4 | 9.3 | 72.5 | 22.1 | 40.5 | ||||||||||||||||||||||||
| Real GDP (pesos of 2004) (% change) | (9.9 | ) | (2.2 | ) | (2.5 | ) | 2.7 | (2.1 | ) | 5.9 | 10.4 | (9.9 | ) | |||||||||||||||||||
| Industrial production (% change) | (7.6 | ) | 1.3 | (14.8 | ) | 1.8 | (4.6 | ) | 4.5 | 10.4 | 5.3 | |||||||||||||||||||||
| Transportation services tariffs increase | - | 26.0 | 79.5 | 182.0 | 200.1 | 60.0 | — | — | ||||||||||||||||||||||||
Source: INDEC, Banco Nación, Statistical Agencies for the Province of San Luis and the City of Buenos Aires.
| (1) | Tariff increase granted since March 2022. |
Argentina has faced and continues to face inflationary pressures. During periods of high inflation, effective wages and salaries tend to fall and consumers adjust their consumption patterns to eliminate unnecessary expenses. The increase in inflationary risk may erode macroeconomic growth and further limit the availability of financing, causing a negative impact on our operations. Inflation increases also have a negative impact on our cost of sales, selling expenses and administrative expenses. We cannot give any assurance that increased costs as a result of inflation will be offset in whole or in part with increases in prices of our products and services.
During the past five years CPI, measured by INDEC, has remained high in Argentina. During 2019, the Argentine government adopted measures intended to control inflation, which contributed to a deep recession. Despite these efforts, inflation in Argentina continued to rise, particularly since 2020 and because of the measures taken by the government to contain the population during the COVID. Considering the CPI, inflation was 94.8%, 50.9%, 36.1%, 53.8% and 47.6% in the years ended December 31, 2022, 2021, 2020, 2019 and 2018, respectively.
In February 2023, the INDEC published the CPI which rose to 6.6%, 102.3% when measured year-on-year.
Unless we can implement measures that allow us to mitigate the impact of inflation on our costs and increasing the efficiency, inflation may materially adversely affect our financial condition and results of operations.
In January 2007, the INDEC modified its methodology for calculating the CPI in order to reflect the CPI for the greater Buenos Aires Area (CPI-GBA). Some private analysts have suggested that the change was driven by Argentina’s policy to control inflation and reduce payments on its inflation-linked bonds and have materially disagreed, and continue to disagree, with INDEC’s official inflation data (as well as other economic data affected by inflation data). In January 2014, the Government established the IPCNu, which more broadly reflects consumer prices by considering price information from the 23 provinces of the country and the City of Buenos Aires. The methodological and geographic differences in the calculation of the CPI-GBA and the IPCNu caused the Government to decide to discontinue the publication of the IPCNu.
On January 7, 2016, the new leadership of the INDEC declared a “national statistical emergency” and implemented several reforms in order to reorganize the INDEC. As a result, the INDEC did not publish CPI data until June 2016, with information from April 2016. During the implementation of these reforms, the INDEC used the figures for CPI and other official statistics published by the Province of San Luis and the Autonomous City of Buenos Aires. The CPI for the first four months of 2016 and November and December 2015 has not been published. Further, there are no communications from the INDEC expressing their intention to recalculate CPI for those months.
IAS 29 requires that the financial statements of an entity whose functional currency is that of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, be expressed in terms of the current unit of measurement at the reporting date of the reporting period. IAS standard lists a series of factors that should be considered in determining whether an economy is hyperinflationary, including whether the cumulative rate of inflation over three yearsyears’ approaches or exceeds 100%.
In order to evaluate the aforementioned quantitative condition, and also to restate the financial statements, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the CPI as of January 2017 (base month: December 2016) with the WPI, both published by the INDEC until that date, computing for the months of November and December 2015, for which there is no information from the INDEC on the evolution of the WPI, the variation in the CPI of the Autonomous City of Buenos Aires.
The restatement method of IAS 29 provides that monetary assets and liabilities (those with a fixed nominal value in local currency) must not be restated since they are already expressed in the current unit of measurement at the end of the reporting period. In an inflationary period, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is included in the result of the period reported, revealing this information in a separate line item.
Assets and liabilities subject to adjustments based on specific inflation agreements must be adjusted in accordance with such agreements. The non-monetary items measured at their current values at the end of the reporting period, such as the net realization value or others, do not need to be restated. The remaining non-monetary assets and liabilities must be (i) restated by applying a general price index and (ii) expressed in the measuring unit (the hyperinflationary currency) current at the end of the reporting period. Any restated non-monetary asset amount does not exceed its recoverable amount.
As of the IAS 29 transition date (January 1, 2016), we applied the following rules to express the shareholders’ equity accounts in the currency unit atas of December 31, 2020:2022:
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.
Revenues and expenses (including interest and foreign exchange differences) are restated from the date of their booking, except for those income statement items that reflect or include in their determination the consumption of assets measured in purchasing power of a date before the consumption booked, which are restated based on the date of origin of the asset to which the item is related (for example, depreciation and other consumption of assets valued at historical cost); and also those results that arise from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison, but with the amounts already restated.
Because Natural Gas Transportation business segment sales represented 42%25% of our total revenues during the year 2020,2022, and are denominated in pesos, any further increase in the rate of inflation not accompanied by a parallel increase in our tariffs would decrease our revenues in real terms and adversely affect our results of operations. Further, as a consequence of the application of IAS 29, maintaining our net monetary liability position would generate a gain of purchasing power. This gain is booked in the statement of comprehensive income.
For additional information regarding the impact of the application of IAS 29, see Note 4.d to our Financial Statements included elsewhere in this Annual Report.
In addition, inflation may negatively affect income tax payable. For example, under hyperinflationary contexts, the existence of higher monetary liabilities over monetary assets will mean an increase in income tax payable. Act 27,468 substituted the WPI for the CPI for the calculation of the indexation adjustments for tax purposes, and it modified the standards for triggering the tax indexation procedure. During the three periods commencing on January 1, 2018, the tax indexation will apply if the variation of the CPI exceeds 15% in 2020, 30% in 2019 and 55% in 2018.
In order to calculate income tax payable, since the amendment of Law No. 27,541, one-sixth of the income tax inflation adjustment shall be computed in each fiscal year, and the remaining five-sixths shall be computed in equal parts, in the five immediately following fiscal years.
We operate in a complex economic context whose main variables have recently had strong volatility. According to the WEO issued by the IMF, world GDP is expected to have grown by 3.4% in 2022 and to grow by 2.9% in 2023. These weaker growth estimates since 2001, except for 2021the financial crisis and the deepest stage of COVID, signify a slowdown in developed economies, the impact of measures taken to mitigate the effect of rising global inflation and the restrictions imposed by China to maintain its zero COVID policy.
Inflation, the highest in recent decades, has been the most impactful economic variable in 2022. It has been driven by supply chain restrictions and the conflict between Ukraine and Russia. The most affected goods were those linked to energy, raw materials, and food. However, the rapid increase in demand and employment in countries such as the United States has also put upward pressure on prices.
This global macroeconomic backdrop has been particularly challenging for emerging markets and developing economies. The appreciation of the U.S. dollar added pressure to domestic prices and rising interest rates to the external financing accessed by these countries. This and capital outflows have caused these countries to have problems refinancing their indebtedness.
During the first quarter of 2022, Argentina and the IMF reached an agreement where fiscal and monetary goals were established, and a refinancing of maturities was obtained. However, the inflationary inertia continues, and as of December 31, 2022, year-on-year inflation reached 94.8%.
The main macroeconomic issues and the measures adopted by the Government are described below:
Economic activity, poverty and unemployment
In recent years, 2020, 2019the Argentine economy suffered a significant impact from the crisis generated by COVID to the difficult moment that the international economy is experiencing due to high inflation and 2018 were marked by high macroeconomic volatilitythe conflict between Russia and Ukraine.
In this sense, after the abrupt economic slowdown produced in 2020 as a result of the impactsanitary measures imposed, the economy has begun a path of both externalrecovery in 2021, reaching an increase of 10.4% in the Monthly Estimator of Economic Activity (“EMAE”). This trend was reduced during 2022, showing that indicator a positive variation, as of November of that year, of 2.6% year-on-year. Recent estimates predict that given the volatile Argentine and internal factorsinternational situation, economic growth would slow down during 2023.
Additionally, the unemployment presented a rate of 7.1% for the third quarter of 2022, according to the latest information provided by INDEC.
Likewise, the pandemic has had a profound initial impact on the main economy variables.
Fiscal imbalance
The primary fiscal deficit continued to assist the most vulnerable sectorsbe high, amounting in 2022 to 2.4% of the economy, such asGross Domestic Product (“GDP”). For its part, the paymentfinancial deficit amounted to 4.2% of family allowances, emergency family income, assistanceGDP. The reduction compared to companies2021 was mainly due to pay their salaries, among others. All these measures have increasedthe reorganization of the fiscal accounts carried out in order to meet the goals agreed with the IMF in the Extended Facilities Program.
Tariff policy
Reducing the fiscal deficit which, due to the impossibility of accessing the capital markets, has been financed through monetary emission by the BCRA.
During 2022, public service companies only received temporary rate increases since the RTI renegotiation process has not been completed. In fact, towards the end of 2022, the Government extended its completion period until the end of 2023.
Likewise, in order to bring tranquility to the financial markets and allow the development of a sustainable economic plan.
In addition, the conflict between Russia and Ukraine has sufferedbeen a sharp decrease in its activity, leading bymajor factor of global destabilization that led to a significant decreaseincrease in its profitability and a deterioration in its chainthe price of payment. Thus,commodities, including natural gas distribution companies’ collections have been affected, which has affected our collections from them and creating certain delays affecting our operating cash flow. Although it has improved recently, it cannot be guaranteed thatgas. In this situation will continue in time.
Monetary imbalance and inflation
The country faces certain monetary imbalances aggravated by the high level of monetary issue as a result of the assistance measures adopted by the Government, thus pressing the international reserves of the BCRA. The fall in the BCRA’s international reserves, accompanied by an increase in its monetary liabilities, has led to a tightening of the foreign exchange regulations that imposed restrictions on the accumulation and consumption of foreign currency and payments abroad, which in turn generated a significant gap between the official exchange rate and that of freer trading venues. For further information, see “Note 16 - Financial Risk Management” to our Financial Statements included elsewhere in this Annual Report.
In order to deal with this situation, the Government has adopted several measures, among which we can mention: maximum price plans for certain food products, limitations to increases in utility tariffs and a limited exchange rate devaluation policy.
According to the latest Survey of Market Expectations carried out by the BCRA corresponding to December 2022, the median resulting from the estimates made by the 37 participants of the REM, showed an expected inflation of 98.4% for 2023.
Public debt
In 2022, an extremely important milestone was achieved, which was the agreement reached with the IMF for a new Extended Facilities Program. With a duration of 30 months, disbursements are made over 10 years, with four and a half years of grace, this program allows the country to postpone its maturities with the agency and strengthen its reserves in the short term. Among the commitments assumed is gradual fiscal consolidation -reaching equilibrium in 2025- together with the reduction of monetary financing of the deficit and the accumulation of reserves to gain some freedom in monetary policy.
Currency Exchange market
The low level of reserves in the BCRA has led the National Government to maintain a very restrictive exchange control for the purchase of foreign currency in the MULC, in which the price of the U.S. dollar on December 31, 2022, was $176.96 (buyer) and $177.16 (seller), representing an increase of approximately 72%, well below inflation as measured by the CPI. However, as of December 31, 2022, the gap with respect to the alternative quotations of the U.S. dollar obtained in the market was close to 100%.
Since the primary elections that took place in September 2021, the BCRA had to tighten the exchange rate clamp to try to stop the leak of foreign currency, establishing, among other measures, greater restrictions on access to the MULC for imports. For further information, see “Note 16.1.1. – Risk associated with exchange rate” to our Financial Statements included elsewhere in this Annual Report.
While our business continued growing in 2020,2022, our operating results, financial condition and cash flows remain vulnerable to fluctuations in the Argentine economy. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina.”
Management review of 2022 and outlook
Review
During 2022, our financial position has remained stable and, as discussed in “B. Liquidity and capital resources”, cash flow from operations has been sufficient to finance our investment plans and capex for 2022. As of December 31, 2022 there have not been material changes to our Statement of Financial Position compared to December 31, 2021.
Our revenues were negatively impacted by the evolution of inflation and the lack of tariff adjustment of the natural gas transportation segment, among others. For further information, see “Discussion of results of operations for the years ended December 31, 2022 and 2021” below.
On August 16, 2022, RG No. 5268/2022 established by the AFIP, set forth a new and additional extraordinary advance payment of income tax on account to the general advance payment regime. For fiscal year 2022, we paid to the AFIP Ps. 3,368 million for this concept. During fiscal year 2022, we have made a total income tax advance payment of Ps. 25,688 million compared to Ps. 8,360 million in fiscal year 2021.
During 2022 we have not incurred in significant new indebtedness, and we have allocated our short-term investment in financial instruments to protect our financial position from inflation and devaluation. However, we cannot assure that the evolution of inflation and other macroeconomic variables will not have an adverse effect on our financial position and results of operations. For further information, see “Item 3. Key Information—D. Risk Factors”.
Outlook and other material events that may impact the our financial condition
In 2023, we expect to continue negotiating with ENARGAS the tariffs adjustments under the RTI process that will allow us to obtain a fair and reasonable tariff.
Regarding the Liquids segment, the current conflict between Russia and Ukraine, together with the global inflationary context and increase in NGL costs, are expected to increase the volatility in international reference prices. Additionally, as a result of the increase in sea freight costs, the prices at which our products are exported are foreseen to be subject to reduced margins, which could negatively impact the operating margins of the Liquids business segment.
We are expecting inflationary cost to continue at an elevated level throughout 2023 across our business.
To prepare for our long-term growth, we expect to continue focusing on Vaca Muerta and exploring alternatives that will allow us to profit from our investments and to increase our portfolio of services.
New accounting pronouncements adopted after January 1, 2020
Discussion of Results of Operations for the Years Ended December 31, 20202022 and 20192021
The following table presents a summary of our consolidated results of operations for the years ended December 31, 20202022 and 2019,2021, stated in millions of pesos, and the increase or decrease and percentage of change between the periods presented:
Year ended December 31, | ||||||||||||||||
2022 | 2021 | Variation | Percentage of change | |||||||||||||
(in millions of pesos) | ||||||||||||||||
Revenues | 164,525 | 173,320 | (8,795 | ) | (5.1 | ) | ||||||||||
Net costs of sales | (96,042 | ) | (92,843 | ) | (3,199 | ) | 3.4 | |||||||||
| Gross profit | 68,483 | 80,477 | (11,994 | ) | (14.9 | ) | ||||||||||
Administrative and selling expenses | (15,958 | ) | (14,336 | ) | (1,622 | ) | 11.3 | |||||||||
Other operating results | (76 | ) | 251 | (327 | ) | (130.3 | ) | |||||||||
| Operating profit | 52,449 | 66,392 | (13,943 | ) | (21.0 | ) | ||||||||||
Net financial results | (3,160 | ) | (850 | ) | (2,310 | ) | 271.8 | |||||||||
Share of profit from associates | 90 | 41 | 49 | 119.5 | ||||||||||||
Income tax expense | (17,061 | ) | (24,811 | ) | 7,750 | (31.2 | ) | |||||||||
| Total comprehensive income for the year | 32,318 | 40,772 | (8,454 | ) | (20.7 | ) | ||||||||||
Year ended December 31, | ||||||||||||||||
2020 | 2019 | Variation | Percentage of change | |||||||||||||
(in millions of pesos) | ||||||||||||||||
| Revenues | 55,871 | 66,112 | (10,241 | ) | (15.5 | ) | ||||||||||
| Operating costs | (21,745 | ) | (28,365 | ) | 6,620 | (23.3 | ) | |||||||||
| Depreciation | (5,821 | ) | (4,819 | ) | (1,002 | ) | 20.8 | |||||||||
| Costs of sales | (27,566 | ) | (33,184 | ) | 5,619 | (16.9 | ) | |||||||||
| Gross profit | 28,306 | 32,928 | (4,621 | ) | (14.0 | ) | ||||||||||
| Administrative and selling expenses | (4,650 | ) | (5,854 | ) | 1,204 | (20.6 | ) | |||||||||
| Impairment of PPE | (3,114 | ) | - | (3,114 | ) | n/a | ||||||||||
| Other operating results | 100 | (174 | ) | 274 | n/a | |||||||||||
| Operating profit | 20,641 | 26,900 | (6,258 | ) | (23.3 | ) | ||||||||||
| Net financial results | (12,972 | ) | (3,945 | ) | (9,027 | ) | 228.8 | |||||||||
| Share of (loss) / profit from associates | 21 | (43 | ) | 64 | n/a | |||||||||||
| Income tax (expense) | (4,404 | ) | (5,479 | ) | 1,075 | (19.6 | ) | |||||||||
| Total net income and total comprehensive income | 3,286 | 17,433 | (14,147 | ) | (81.1 | ) | ||||||||||
Year 20202022 Compared to Year 20192021
Total comprehensive income
For the year ended December 31, 2020,2022, we reported a total net income and a total comprehensive income of Ps. 3,28632,318 million, which represents a Ps. 14,1478,454 million decrease compared to the total net income and total comprehensive income of Ps. 17,43340,772 million reported in 2019.2021.
The material factors affecting total comprehensive income were as follows:
Net revenues to third-parties reached Ps. 55,871164,525 million in 2020,2022, which represents a Ps. 10,2418,795 million decrease compared to the 20192021 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. 7,2947,086 million and Ps. 3,9044,345 million, respectively.
Net cost of sales, including depreciation of fixed assets, reached Ps. 27,56696,042 million in 2020,2022, which represents a Ps. 5,6193,199 million decreaseincrease compared to the 20192021 fiscal year. This decreaseincrease was mainly due to: (i) lower pricethe growth in the cost of natural gas purchased as RTP (partially offsetprocessed in the Cerri Complex (mainly due an increase in price, measured in constant pesos) by higher volumes purchased) totaling Ps. 4,2263,131 million, (ii) the reduction in maintenance cost and third parties professional services fees as a consequence of the measures took to mitigate the COVID negative impact oflabor costs by Ps. 2,0461,259 million and (iii) lower labor cost ofdepreciations by Ps. 205931 million. These effects were partially offset by higher depreciations ofa decrease in the repair and maintenance costs by Ps. 1,0021,348 million after the commissioning of the Vaca Muerta pipe infrastructure.and third parties services by Ps. 676 million.
Administrative and selling expenses were Ps. 4,65015,958 million in 2020,2022, which represents a Ps.1,204Ps. 1,622 million decreaseincrease compared to the 20192021 fiscal year. This decreaseincrease was mainly due to lowerhigher: (i) labor costs by Ps. 590 million, (ii) tax on export ofand taxes by Ps.697 million, (iii) services received from third parties by Ps. 727290 million and a lower charge for doubtful accounts by Ps. 130 million. These effects were partially offset, principally, by a decrease in turnover tax of Ps. 429222 million.
During 2020, we recorded an impairment2022, subsidies increased by Ps.1,341 million, this mainly driven by the increase in international prices and the lack of Ps. 3,114 million on our Natural Gas Transportation segment fixed assets as a consequenceupdating of the impairment test discussedprices paid in the local market. For more information see“-Critical accounting policies” section above.
Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”Administrative and selling expenses for the years ended on December 31, 20202022 and 2019,2021, represented 8.3%9.7% and 8.9%8.3%, respectively, of net revenues reported in the corresponding year.
See. “—Analysis of Operating Profit by Business Segment for the years endedYears Ended December 31, 20202021 and 2019.2020.”
Share of profit from associates
For the year ended December 31, 2020,2022, we recorded a profit from our investment in associates of Ps. 21Ps.90 million, compared to the lossprofit of Ps. 43Ps.41 million recorded in 2019.2021.
Net Financial Results
In accordance with IAS 29 we presented the financial results in gross terms considering the effects of the change in the currency purchasing power in a single separate line (“Gain on monetary position”). Gains and losses from monetary positions represent the effects of inflation on our monetary liabilities and assets, respectively.
Net financial results for the years ended December 31, 20202022 and 2019,2021, are as follows:
Year ended December 31, | Year ended December 31, | |||||||||||||||
2020 | 2019 | 2022 | 2021 | |||||||||||||
| (in millions of pesos) | (in millions of pesos) | |||||||||||||||
| Financial income | ||||||||||||||||
| Interest income | 546 | 980 | 1,834 | 1,543 | ||||||||||||
| Foreign exchange gain | 4,969 | 10,640 | 27,942 | 11,844 | ||||||||||||
| Subtotal | 5,515 | 11,620 | 29,777 | 13,387 | ||||||||||||
| Financial expenses | ||||||||||||||||
| Interest expense | (3,358 | ) | (3,417 | ) | (6,798 | ) | (8,703 | ) | ||||||||
| Foreign exchange loss | (14,836 | ) | (21,288 | ) | (52,106 | ) | (24,239 | ) | ||||||||
| Capitalized financial expenses | - | 608 | ||||||||||||||
| Subtotal | (18,194 | ) | (24,097 | ) | (58,904 | ) | (32,943 | ) | ||||||||
| Other financial results | ||||||||||||||||
| Notes repurchase results | 399 | - | (1,030 | ) | (807 | ) | ||||||||||
| Fair value (loss) / gain on financial instruments through profit and loss | (7,266 | ) | 738 | (128 | ) | (157 | ) | |||||||||
| Derivative financial instruments results | 450 | (26 | ) | 24,128 | 2.320 | |||||||||||
| Other financial charges | (358 | ) | (558 | ) | (771 | ) | (961 | ) | ||||||||
| Subtotal | (6,775 | ) | 154 | 22,200 | 395 | |||||||||||
| Gain on monetary position | 6,482 | 8,378 | 3,768 | 18,311 | ||||||||||||
| Total | (12,972 | ) | (3,945 | ) | (3,160 | ) | (850 | ) | ||||||||
In accordance with the provisions of IAS 29, we opted to present the gain on the monetary position in a single line included in the financial results. This presentation implies that the nominal magnitudes of the financial results have been adjusted for inflation. The real magnitudes of financial results are different from the components of financial results presented above.
For fiscal year 2020,2022, the net financial loss increased by Ps.9,027Ps. 2,310 million compared to the 20192021 fiscal year. This negative variation is mainly explained by the loss generated by trading financial instruments of Ps. 8,004 milliondue to acquire foreign currency abroad, and the lower gain on net monetary position of Ps. 1,896 million due(due to the increase in thelower net monetary liability position during 2022) and the lower capitalization of financial costs in PPE of Ps. 608 million.higher negative net foreign exchange difference. These effects were partially offset by the gain recognized in 2022 for generated by financial assets measured at fair value and higher interest.
The selling peso/U.S. dollar ended exchange rate closed at a lower negative net exchange differencevalue of Ps. 780 million177.96 per U.S. dollar as a resultof December 31, 2022, representing an increase of 72% (or Ps. 74.44 per U.S. dollar) compared to the exchange rate observed at the closing of 2021. As of December 31, 2021, said rate had increased by 22% (or Ps. 18.57 for each U.S. dollar) regarding its quote at the closing of the lower depreciation of the Argentine peso against the2020. For its part, our net liability position in U.S. dollardollars has been reduced in Fiscal 2020 compared to Fiscal 2019.2022.
Income tax
Income tax for fiscal year 20202022 was an expense of Ps. 4,40417,061 million, compared to the expense of Ps. 5,47924,811 million in fiscal year 2019.
2021. The lower income tax charge was primarily due to the decrease in thetaxable income tax expense was due mainly to a reduction in the pre-tax income.fiscal year 2022.
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 20202022 and 2019:2021:
| Year ended December 31, | Year ended December 31, 2020 compared to year ended December 31, 2019 | Year ended December 31, | Year ended December 31, 2022 compared to year ended December 31, 2021 | |||||||||||||||||||||||||||||
| 2020 | 2019 | Variation | Percentage Change | 2022 | 2021 | Variation | Percentage Change | |||||||||||||||||||||||||
| Natural Gas Transportation | ||||||||||||||||||||||||||||||||
| (in millions of pesos) | ||||||||||||||||||||||||||||||||
Natural Gas Transportation(1) | ||||||||||||||||||||||||||||||||
| Revenues from sales | 24.346 | 31.634 | (7.288 | ) | (23.0 | %) | 41,808 | 49,484 | (7,676 | ) | (15.5 | ) | ||||||||||||||||||||
| Cost of sales | (9.938 | ) | (11.800 | ) | 1.862 | (15.8 | %) | |||||||||||||||||||||||||
| Net cost of sales | (29,357 | ) | (30,399 | ) | 1,041 | (3.4 | ) | |||||||||||||||||||||||||
| Gross profit | 14.408 | 19.834 | (5.425 | ) | (27.4 | %) | 12,451 | 19,085 | (6,634 | ) | (34.8 | ) | ||||||||||||||||||||
| Administrative and selling expenses | (2.701 | ) | (3.250 | ) | 549 | (16.9 | %) | (7,250 | ) | (7,174 | ) | (76 | ) | 1.1 | ||||||||||||||||||
| Impairment of PPE | (3.114 | ) | 0 | (3.114 | ) | n/a | ||||||||||||||||||||||||||
| Other operating expense | (44 | ) | (186 | ) | 142 | (76.3 | %) | (180 | ) | (397 | ) | (216 | ) | (54.4 | ) | |||||||||||||||||
| Operating profit | 8.549 | 16.398 | (7.849 | ) | (47.9 | %) | 5,021 | 11,514 | (6,494 | ) | (56.4 | ) | ||||||||||||||||||||
| Liquids Production and Commercialization | ||||||||||||||||||||||||||||||||
| Revenues from sales | 27.597 | 31.500 | (3.903 | ) | (12.4 | %) | 104,215 | 108,560 | (4,345 | ) | (4.0 | ) | ||||||||||||||||||||
| Cost of sales | (15.833 | ) | (19.960 | ) | 4.127 | (20.7 | %) | |||||||||||||||||||||||||
| Net cost of sales | (58,785 | ) | (56,281 | ) | (2,504 | ) | 4.4 | |||||||||||||||||||||||||
| Gross profit | 11.763 | 11.540 | 223 | 1.9 | % | 45,430 | 52,279 | (6,849 | ) | (13,1 | ) | |||||||||||||||||||||
| Administrative and selling expenses | (1.430 | ) | (2.089 | ) | 659 | (31.6 | %) | (6,567 | ) | (5,553 | ) | (1,014 | ) | 18.3 | ||||||||||||||||||
| Other operating income | 140 | 4 | 136 | n/a | 38 | 627 | (589 | ) | (93.9 | ) | ||||||||||||||||||||||
| Operating profit | 10.473 | 9.455 | 1.018 | 10.8 | % | 38,901 | 47,353 | (8,452 | ) | (17.8 | ) | |||||||||||||||||||||
| Other services | ||||||||||||||||||||||||||||||||
| Other Services | ||||||||||||||||||||||||||||||||
| Revenues from sales | 4.365 | 3.440 | 925 | 26.9 | % | 18,747 | 16,138 | 2,609 | 16.2 | |||||||||||||||||||||||
| Cost of sales | (2.360 | ) | (2.075 | ) | (285 | ) | 13.7 | % | ||||||||||||||||||||||||
| Net cost of sales | (8,408 | ) | (7,295 | ) | (1,113 | ) | 15.3 | |||||||||||||||||||||||||
| Gross profit | 2.005 | 1.364 | 640 | 46.9 | % | 10,339 | 8,843 | 1,496 | 16.9 | |||||||||||||||||||||||
| Administrative and selling expenses | (474 | ) | (443 | ) | (31 | ) | 7.0 | % | (1,964 | ) | (1,476 | ) | (488 | ) | 33.1 | |||||||||||||||||
| Other operating (expense) / income | 3 | 5 | (2 | ) | (40.0 | %) | 66 | 20 | 46 | 227.9 | ||||||||||||||||||||||
| Operating profit | 1.533 | 926 | 607 | 65.6 | % | 8,441 | 7,387 | 1,054 | 14.3 | |||||||||||||||||||||||
| Telecommunications | ||||||||||||||||||||||||||||||||
| Revenues from sales | 409 | 376 | 33 | 8.8 | % | 919 | 892 | 27 | 3.0 | |||||||||||||||||||||||
| Cost of sales | (280 | ) | (188 | ) | (92 | ) | 48.9 | % | ||||||||||||||||||||||||
| Net cost of sales | (657 | ) | (623 | ) | (33 | ) | 5.4 | |||||||||||||||||||||||||
| Gross profit | 129 | 188 | (59 | ) | (31.4 | %) | 263 | 269 | (6 | ) | (2.4 | ) | ||||||||||||||||||||
| Administrative and selling expenses | (45 | ) | (72 | ) | 27 | (37.5 | %) | (177 | ) | (132 | ) | (44 | ) | 33.6 | ||||||||||||||||||
| Other operating expense | 1 | 4 | (3 | ) | (50.0 | %) | - | 1 | (- | ) | (48.7 | ) | ||||||||||||||||||||
| Operating profit | 85 | 120 | (35 | ) | (29.2 | %) | 86 | 138 | (51 | ) | (37.3 | ) | ||||||||||||||||||||
(1) | Includes |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 42.1%25.4% and 46.6%28.5% of our total revenues during the years 20202022 and 2019,2021, respectively. Natural Gas Transportation revenues are derived mainly from firm contracts, under which pipeline capacity is reserved and paid for regardless of actual usage by the shipper. We also provide interruptible natural gas transportation services subject to availability of the pipeline capacity. In addition, we render operation and maintenance services for the Natural Gas Transportation facilities, which belong to certain gas trusts created by the Government to expand the capacity of the Argentine natural gas transportation pipeline system. This business segment is subject to ENARGAS regulation.
For additional information regarding the history of our discussions with various governmental authorities in relation to the adjustment of our gas transportation tariffs see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework.”
During 2020,2022, the Natural Gas Transportation business segment recorded an operating profit of Ps. 8,5495,021 million, compared to a Ps.16,398Ps.11,514 million profit recorded in 2019.2021. The main factors that affected the results of operations of this segment compared to 20192022 are the following:
Revenues from the Natural Gas Transportation business segment decreased by Ps.7,288Ps.7,676 million for the year 20202022 compared to 2019;2021;
During 2020,2022, we did not receive anyhad only received a nominal tariff increase of 60% as of March 1, 2022 while annual inflation was 36.1%94.8%. 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, 2020,2022, decreased by Ps.6,129Ps.4,822 million for the year 20202022 compared to 2019,2021, as we have nothad only received anya nominal tariff increase since April 2019,increases of 60% as of March 1, 2022, while the cumulative inflation rate for the Year 20202022 was 36.1%94.8%. See “Item“Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of Transportation Rates-Actual Rates”Rates—Actual Rates” for additional information;
Revenues related to interruptible natural gas transportation service decreased by Ps. 8671,994 million for the year 20202022 compared to 2019.2021. 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. 270 million for the year 2022 compared to 2021 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, 20202022 decreased by Ps. 2,411965 million, from Ps. 15,05037,573 million to Ps. 12,63936,607 million, as compared to the year ended December 31, 2019.2021. This decrease was mainly attributable to impact of the measures taken to mitigate the negative impact of the COVID on our operations: (i) ordinarylower PPE maintenance expenses for the pipelinesof Ps. 1,487 million, as during 2022 we performed less repairs, technical operator assistance fees of Ps. 463 million and other fixed assetslower turnover tax by Ps. 1,459 million, (ii) lower technical assistance fee accrued of Ps. 467 million, (iii) lower taxes of Ps. 350 million as the reduction in our revenues, and (iv) the reduction in labor costs of Ps. 364488 million. These effects were partially offset, principally, by the increase in depreciations amounting tohigher: (i) labor costs of Ps. 481543 million, (ii) depreciation of Ps. 621 million;
Liquids Production and Commercialization Segment
Unlike the Natural Gas Transportation segment, revenues of the Liquids Production and Commercialization segment are not subject to full regulation by ENARGAS and the Ministry of Energy. However, in recent years, the Government has enacted a number of laws and regulations that have limited our ability to receive the full international market prices for all of the liquids that the Cerri Complex produces. In addition, ENARGAS has the ability to redirect the volumes of natural gas in the system to cover certain uses and that may result in lower volumes of natural gas to be processed in the Cerri Complex. See “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization—Regulation” for more information.
The Liquids Production and Commercialization segment represented 49.4%63.3% and 47.6%62.6% of our total net revenues during the years ended December 31, 20202022 and 2019,2021, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and is connected to each of our main pipelines. At the Cerri Complex, we recover ethane, LPG and natural gasoline for our own account, on behalf of our customers and on a fee basis, collecting a commission for the extracted Liquids delivered to our customers.
For the fiscal years 20202022 and 2019,2021, all of our sales were made for our own account.
All ethane produced by our Liquids segment in the years ended December 31, 20202022 and 20192021 was sold locally to PBB. In June 2019, PBB suffered technical problems in its facilities that prevented the normal supply of ethane. These inconveniences were gradually resolved until October 2019 when we were able to restore the normal ethane supply.
Our ethane sales for the years 20202022 and 20192021 represented 33.7% and 27.4%24.6% of our Liquids Production and Commercialization net revenues.
In 2020,2022, we sold 61.3%50.9% of our production of LPG in the local market to LPG marketers, compared to 56.1%55.1% in 2019,2021, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 20202022 and 20192021 was exported. For more information about these contracts, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
The total annual sales for the Cerri Complex for 20202022 and 20192021 in short tons were as follows:
Years ended December 31, | Year ended December 31, 2020 compared to year ended December 31, 2019 | Years ended December 31, | Year ended December 31, 2022 compared to year ended December 31, 2021 | |||||||||||||||||||||||||||||
(volumes in short tons) | (volumes in short tons) | (volumes in tons) | (volumes in tons) | |||||||||||||||||||||||||||||
2020 | 2019 | Increase/ (Decrease) | Percentage Change | 2022 | 2021 | Increase/ (Decrease) | Percentage Change | |||||||||||||||||||||||||
| Local Market | ||||||||||||||||||||||||||||||||
| Ethane | 397,787 | 312,651 | 85,136 | 27.2 | 329,232 | 353,078 | (23,846 | ) | (6.7 | ) | ||||||||||||||||||||||
| Propane | 248,832 | 234,125 | 14,707 | 6.3 | 215,753 | 238,284 | (22,531 | ) | (9.4 | ) | ||||||||||||||||||||||
| Butane | 198,477 | 160,399 | 38,078 | 23.7 | 185,472 | 181,952 | 3,520 | 1.9 | ||||||||||||||||||||||||
| Subtotal | 845,096 | 707,175 | 137,921 | 19.5 | 730,457 | 773,314 | (42,857 | ) | (5.5 | ) | ||||||||||||||||||||||
| Exports | ||||||||||||||||||||||||||||||||
| Propane | 182,898 | 182,394 | 504 | 0.3 | 194,810 | 144,801 | 50,009 | 34.5 | ||||||||||||||||||||||||
| Butane | 99,882 | 126,684 | (26,802 | ) | (21.2 | ) | 78,460 | 85,627 | (7,167 | ) | (8.4 | ) | ||||||||||||||||||||
| Natural Gasoline | 134,698 | 130,572 | 4,126 | 3.2 | 125,277 | 115,677 | 9,600 | 8.3 | ||||||||||||||||||||||||
| Subtotal | 417,478 | 439,650 | (22,172 | ) | (5.1 | ) | 398,547 | 346,105 | 52,442 | 15.5 | ||||||||||||||||||||||
| Total Liquids | 1,262,574 | 1,146,825 | 115,749 | 10.1 | 1,129,004 | 1,119,419 | 9,585 | 0.9 | ||||||||||||||||||||||||
Export revenues from our Liquids Production and Commercialization segment command a price premium, as compared to our domestic market sales, primarily as a result of regulation of domestic prices See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
For the years ended December 31, 20202022 and 2019,2021, the total accrued exports withholding amounted to Ps.421Ps.3,659 million and Ps. 1,148Ps.3,070 million, respectively.
In the domestic market, the Secretary of Energy continued issuing a series of measures with the aim of reducing the impact of the subsidies in public accounts in order to reduce the negative impact that the participation in the Households with Bottles Program and Propane for Networks Agreement have in the results of operations of natural gas liquids producers. These measures include an increase in the salesales price from selling LPG bottles the above-mentioned agreements.
The sales prices commercialized under the Households with Bottles Program areprogram for fiscal years 2022 and 2021 were as follows:
| Resolution Nro. | Period | Ps. Per ton (at values determined by each resolution) |
| 249 | April 2021 to April 2022 | Ps. 12,627 |
| 270 | April 2022 to July 2022 | Ps. 15,152 |
| 609 | July 2022 to August 2022 | Ps. 17,500 |
| 609 | September 2022 to October 2022 | Ps. 18,375 |
| 861 | November 2022 to December 2022 | Ps. 26,801 |
Over the SHR,first months of 2023, the Hydrocarbon Resources Secretariat, which in 2018 issued Resolution No. 5/2018 increasing, from April 1, 2018,Secretary of Energy approved further price increases. On August 25, 2021, the price paid under the Households with Bottles Program to Ps.5,416 per ton of butane and Ps.5,502 per ton of propane. The compensation paid to us remained without modification at Ps.550 per ton of butane.
Under this agreement, we collect compensation from the Government, which is calculated taking into consideration the export parity price published monthly by the Federal Energy Bureau.
Regarding the Propane for Networks Agreement, during 2020,2021, we signed the seventeentheighteenth extension by which the methodology for determining the price and volumes until December 31, 20202021 was established. As ofRegarding the date of this Annual Report this program has not been extended.agreement valid until December 31, 2022, it was signed on February 17, 2022.
See “Item 4. Our Information—B. Business Overview—Competition—Liquids Production and Commercialization—Regulation—International Market.” for additional information.
During 20202022 the Liquids Production and Commercialization business segment recorded operating incomeprofit of Ps. 10,473Ps.38,901 million, compared to Ps. 9,455Ps.47,353 million in 2019.2021. The main factors that affected the results of operations for this segment compared to 20192021 were the following:
Segment revenue decreased by Ps. 3,904Ps.4,345 million for the year 20202022 compared to 2019.2021. This decreasenegative effect was mainly due to athe negative real exchange rate variation by Ps. 6,18618,564 million decrease in prices as a resultand lower volumes of theethane and butane dispatched by Ps. 2,613 million. These effects resulting from the COVID pandemic. This effect waswere partially offset by the increase in thehigher ethane by Ps. 6,093 million and international benchmark prices by Ps. 5,015 million and higher volumes of natural gasoline and propane shipped by Ps. 2,2354,784 million.
Subsidies increased by Ps. 1,221 million andin the exchange rate on U.S. dollar-denominated sales of Ps. 768 million.;year 2022 compared with 2021.
In 20202022 propane, butane and natural gasoline average export prices recorded decreasesincreases of 14.6%5%, 15.8%8% and 31.1%16%, respectively, compared to 2019. The decrease in international reference prices occurred mainly during the first semester2021.
130
During 2020,2022, the production of Liquids reached 1,262,543 short1,129,004 tons (115,709(9,585 tons or 10.1% less0.9% more than in 2019)2021). 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 circumstancies,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, decreased2022, increased by Ps. 4,7863,518 million, to Ps. 17,26365,352 million from Ps. 22,04961,834 million, as compared to the year ended December 31, 2019.2021. This decreaseincrease was mainly due to lower:higher: (i) cost of natural gas purchased as RTP of Ps. 4,2223,131 million (principally as a consequence of the increase in the price of the natural gas), (ii) taxes of Ps. 765657 million (especially tax on exports due to the reduction of establishedexports) and iii) salaries, wages and other compensations by Resolution 488).Ps. 201 million. These effects were partially offset by higher technical operator assistance fees of Ps. 749 million; and doubtful accounts charges.;
Other operating expenses increaseddecreased by Ps.136 million mainly resulting from the recovery of insurance company.Ps. 589 million.
In 2020,2022, export revenues from the Liquids Production and Commercialization segment were Ps.9,534Ps.46,314 million and accounted for 17.1% (18.8%28% (26% in 2019)2021) of total net sales and 34.5% (39.5%44% (41% in 2019)2021) of total Liquids Production and Commercialization revenues.
In 2020,2022, we exportexported propane and butane at spot prices, which allowed us to capture opportunities associated with different market niches, allowing us to considerably increase the individual fixed prices of each operation.
We sold our LPG exports at spot prices and to the date of this Annual Report, we are under negotiations for new agreements.
As in prior years, in the period ranging from May to September 2020,2022, the sales of these products were conducted mainly in the domestic market, due to the restrictions in natural gas consumption for the production of Liquids and governmental requirements to supply the domestic market within the framework of the programs outlined by the Government for the supply of LPG.
Regarding the export of natural gasoline, exports, in 2018, we entered into an agreementafter the termination of the term contract with Petrobras Global Trading S.V., which latest renewal is in effect for the period between February 1, 2019 andB.V. traded until January 31, 2021.2021, spot trades with Trafigura Pte Ltd were conducted until May. Starting in June, we traded with Trafigura Pte Ltd under a term agreement, with an extension until March 2023 inclusive.
In March 2023, we signed a new agreement with Trafigura to export natural gasoline. This agreement will expired in February 2024 and includes similar conditions as the previous one.
As mentioned above, overall international prices showed a rising trend, mainly in the first quarter of 2022, slightly contracting during the first half of the year and towards the year end. International prices are expected to increase in the short term, though below the averages of the first half of 2022. Additionally, as a result of the increase in sea freight costs, the prices at which our products are exported are foreseen to be subject to reduced margins, which could negatively impact the operating margins of the Liquids business segment.
We keep expanding our positioning in the Brazilian market and in 2022 continued exports by sea to Brazilian LPG distributors, which started in 2021 in a direct modality, with no go-betweens. Besides, in September 2022 we conducted our first direct sea export to a Brazilian industrial user. Also, in December 2022, we conducted the largest LPG export to private Brazilian companies by sea.
Additionally, we export to Chile, Paraguay and Brazil by trucks. Volumes exported under this modality are lower than volumes exported by sea, which increased over the last several years, allowing us to capitalize a higher operative margin.
Regarding the price of natural gas, measured in U.S. dollars, acquired for RTP for processing at the Cerri Complex, it has suffered a decreasean increase of approximately 38%29% with respect to 2019 principally as a consequence2021 Said increase is related to the start up of the increaseGas.Ar Plan, implemented by the National Government, the aim of which is to generate the framework that facilitates the recovery of national gas production, establishing new market price references, added to a drop in the supply of available natural gas.certain productive basins and transportation restrictions from the Neuquén basin.
Although the Plan Gas.Ar planPlan could have a positive effect allowing to stop the fall in production levels that has been registered in the last periods, it is important to highlight the impact that it could have on the prices at which we would acquire the natural gas used in the Cerri complex.Complex.
Other Services
This segment includes midstream services. Midstream services include natural gas treatment, separation and removal of impurities from the natural gas stream and compression services, which are generally rendered to the natural gas producers at the wellhead, as well as activities, related to construction, operation and maintenance of pipelines and compressor plants.
During 2020,2022, the other servicesOther Services business segment recorded an operating profit of Ps. 1,533Ps.8,441 million, which represents a Ps. 607Ps.1,054 million increase compared to Ps. 926Ps.7,387 million in 2019.2021. The main factors that affected the results of operations of this segment during 20202022 are the following:
Net revenues increased by Ps. 9252,609 million primarily due toto: (i) higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 1,5634,151 million, and (ii) compression of natural gas services by Ps. 621 million. These effects were partially offset by the effect of the increasedecrease in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 93 million. These effects were partially offset by lower construction services of the UT by Ps. 1852,248 million and natural gas compressionlower operation and treatmentmaintenance services rendered by Ps. 485132 million.
Costs of sales, administrative and selling expenses increased by Ps. 3151,601 million, mainly due to the increase inin: (i) professional services fees by Ps.401 million, (ii) depreciations of Ps. 602197 million, (iii) salaries, wages and other compensation by Ps. 177 million, and (iv) turnover tax by Ps. 186 million.
New Projects
Our strategy to focus on the client and innovation keep us centered on generating businesses and alternatives that allow us to achieve profitable investments and thus deliver value to our shareholders.
Thus, our Board of Directors approved several projects to expand the capacity of the Tratayén plant:
Installation of two modular gas conditioning plants through Joule Thomson technology, each with a treating capacity of 3.5 MM3/d of natural gas and a new gasoline stabilization tower. This effectproject was partially offsetstarted up in February 2023 and as of the date of issuance of this Annual Report is in operations. The estimated investment amounted to US$ 32 million.
Installation of a 6.6 MM3/d capacity conditioning plant, which will require an estimated investment of US$ 132 million, with startup date foreseen in December 2023.
Installation of a second 6.6 MM3/d capacity conditioning plant, which will require an estimated investment of US$ 138 million, with startup date foreseen by lower technical assistance fees.mid-2024.
These projects will expand Vaca Muerta System’s service rendering capacity, improving the profitability of the investment conducted by tgs and ensuring and guaranteeing the safety of the evacuation of producers’ gas volumes. Moreover, besides increasing conditioning capacity, these modules are convertible to processing activities with a low additional investment.
These projects also consolidate our commitment to the energetic development of Argentina and materialize our strategy to increase the profitability of our investments in the Vaca Muerta pipeline system. Hence, the building of the Nestor Kirchner Gas Pipeline recently announced by the National Government is of great relevance for this business segment, as it will allow us to enlarge our business portfolio in the region.
We are constantly in talks with different basins producers, seeking to seize business opportunities that may allow us to increase our service and clients’ portfolio.
Lastly, during 2022 we continued assessing new projects such as the construction of a gas liquefaction plant (LNG) in Bahía Blanca. This work poses an opportunity to exploit synergies with other natural gas production projects and would seize the domestic market demand drop during summer months.
Telecommunications
Telecommunication services are rendered by our subsidiary, Telcosur. During 2020,2022, the Telecommunications business segment recorded an operating profit of Ps. 85Ps.86 million, compared to a profit of Ps. 120Ps.137 million in 2019.2021. The main factors that affected the results of operations of this segment during 20202021 are the following:
Net revenues increased by Ps. 33Ps.27 million in the year ended December 31, 2020,2022, when compared to 2019.2021.
Costs of sales, administrative and selling expenses increased by Ps. 65Ps.78 million in the year ended December 31, 2020,2022, when compared to 2019.2021.
133
| Year ended December 31, | ||||||||||||||||
| 2019 | 2018 | Variation | Percentage of change | |||||||||||||
| (in millions of pesos) | ||||||||||||||||
| Revenues | 66,112 | 71,337 | (5,225 | ) | (7.3 | )% | ||||||||||
| Operating costs | (28,365 | ) | (29,808 | ) | 1,443 | (4.8 | )% | |||||||||
| Depreciation | (4,819 | ) | (4,095 | ) | (724 | ) | 17.7 | % | ||||||||
| Costs of sales | (33,184 | ) | (33,903 | ) | 719.0 | (2.1 | )% | |||||||||
| Gross profit | 32,928 | 37,434 | (4,506 | ) | (12.0 | )% | ||||||||||
| Administrative and selling expenses | (5,854 | ) | (5,710 | ) | (144 | ) | 2.5 | % | ||||||||
| Other operating loss | (174 | ) | (1,866 | ) | 1,692 | (90.7 | )% | |||||||||
| Operating profit | 26,900 | 29,858 | (2,958 | ) | (9.9 | )% | ||||||||||
| Net financial results | (3,945 | ) | (5,961 | ) | 2,016 | (33.8 | )% | |||||||||
| Share of (loss) / profit from associates | (43 | ) | 38 | (81 | ) | n/a | ||||||||||
| Income tax (expense) | (5,479 | ) | (27 | ) | (5,452 | ) | n/a | |||||||||
| Total net income and total comprehensive income | 17,433 | 23,908 | (6,475 | ) | (27.1 | )% | ||||||||||
Year 20192021 Compared to Year 20182020
Year ended December 31, | ||||||||||||||||
2021 | 2020 | Variation | Percentage of change | |||||||||||||
(in millions of pesos) | ||||||||||||||||
| Revenues | 173,320 | 164,275 | 9,044 | 5.5 | ||||||||||||
| Net costs of sales | (92,843 | ) | (81,050 | ) | (11,794 | ) | 14.6 | |||||||||
| Gross profit | 80,476 | 83,226 | (2,749 | ) | (3.3 | ) | ||||||||||
| Administrative and selling expenses | (14,336 | ) | (13,674 | ) | (662 | ) | 4.8 | |||||||||
| Impairment of PPE | - | (9,155 | ) | 9,155 | (100.0 | ) | ||||||||||
| Other operating results | 251 | 294 | (43 | ) | (14.5 | ) | ||||||||||
| Operating profit | 66,392 | 60,689 | 5,702 | 9.4 | ||||||||||||
| Net financial results | (850 | ) | (38,140 | ) | 37,290 | (97.8 | ) | |||||||||
| Share of profit from associates | 41 | 63 | (21 | ) | (34.0 | ) | ||||||||||
| Income tax expense | (24,811 | ) | (12.950 | ) | (11,861 | ) | 91.6 | |||||||||
| Total comprehensive income for the year | 40,772 | 9,662 | 31,110 | 322.0 | ||||||||||||
Total comprehensive income
For the year ended December 31, 2019,2021, we reported a total net income and a total comprehensive income of Ps.17,433Ps. 40,772 million, which represents a Ps.6,475Ps.31,110 million decreaseincrease compared to the total net income and total comprehensive income of Ps. 23,9089,662 million reported in 2018.2020.
The material factors affecting total comprehensive income were as follows:
Net revenues to third-parties reached Ps.66,112Ps. 173,320 million in 2021, which represents a decrease of Ps. 5,2259,044 million increase compared to the 20182020 fiscal year. This decreaseincrease was mainly due to lower net revenues from the Natural Gas Transportation andgrowth in the Liquids Production and Commercialization and Other Services business segments which suffer a reduction 4.9% orrevenues of Ps. 1,58627,419 million and 9.5% or Ps. 3,3222,996 million, respectively.
Administrative and selling expenses were Ps. 14,336 million in 2021, which represents a Ps. 662 million increase compared to the 2020 fiscal year. This increase was mainly due to higher tax on export of Ps. 1,2001,831 million and depreciation of Ps. 604 million. These effects were partially offset, principally, by higher charges for the preservation of fixed assets, including depreciationa decrease in turnover tax of Ps. 1,553551 million, Ps. 409 million of the allowance for doubtful accounts and labor costs of Ps. 355 million.300 million in salaries.
During 2020, we recorded an impairment of Ps. 5459,155 million and labor costson our Natural Gas Transportation segment fixed assets as a consequence of the impairment test.
During 2020, we recorded a financial loss of Ps. 125 million. These effects were partially offset23,527 million generated by lower doubtful accounts charges by Ps. 274 million and lower depreciations of Ps. 348 million.trading financial instruments to acquire foreign currency abroad.
Administrative and selling expenses for the years ended on December 31, 20192021 and 2018,2020, represented 8.9% and 8.0%8.3%, respectively,in both years, of net revenues reported in the corresponding year.
See. “—“—Analysis of Operating Profit by Business Segment for the years ended December 31, 20192021 and 2018.2020.”
Share of profit from associates
For the year ended December 31, 2019,2021, we recorded a lossprofit from our investment in associates of Ps. 4341 million, compared to the profitearnings of Ps. 3863 million recorded in 2018.2020.
Net Financial Results
In accordance with IAS 29 we presented the financial results in gross terms considering the effects of the change in the currency purchasing power in a single separate line (“Gain on monetary position”).line. Gains and losses from monetary positions represent the effects of inflation on our monetary liabilities and assets, respectively.
Net financial results for the years ended December 31, 20192021 and 2018,2020, are as follows:
Year ended December 31, | Year ended December 31, | |||||||||||||||
| 2019 | 2018 | 2021 | 2020 | |||||||||||||
| (in millions of pesos) | (in millions of pesos) | |||||||||||||||
| Financial income | ||||||||||||||||
| Interest income | 980 | 2,817 | 1,543 | 1,607 | ||||||||||||
| Foreign exchange gain | 10,640 | 17,098 | 11,844 | 14,610 | ||||||||||||
| Subtotal | 11,620 | 19,915 | 13,387 | 16,217 | ||||||||||||
| Financial expenses | ||||||||||||||||
| Interest expense | (3,417 | ) | (3,509 | ) | (8,703 | ) | (9,874 | ) | ||||||||
| Foreign exchange loss | (21,288 | ) | (27,481 | ) | (24,239 | ) | (43,622 | ) | ||||||||
| Capitalized financial expenses | 607 | - | ||||||||||||||
| Subtotal | (24,098 | ) | (30,990 | ) | (32,943 | ) | (53,496 | ) | ||||||||
| Other financial results | ||||||||||||||||
| Fair value gains on financial instruments through profit and loss | 738 | 2,875 | ||||||||||||||
| Notes repurchase results | (807 | ) | 1,174 | |||||||||||||
| Fair value (loss) / gain on financial instruments through profit and loss | (157 | ) | (21,363 | ) | ||||||||||||
| Derivative financial instruments results | (26 | ) | 222 | 2.320 | 1,322 | |||||||||||
| Other financial charges | (558 | ) | (510 | ) | (961 | ) | (1,053 | ) | ||||||||
| Subtotal | 154 | 2,587 | 395 | (19,919 | ) | |||||||||||
| Gain on monetary position | 8,380 | 2,528 | 18,311 | 19,059 | ||||||||||||
| Total | (3,944 | ) | (5,960 | ) | (850 | ) | (38,140 | ) | ||||||||
In accordance with the provisions of IAS 29, we opted to present the gain on the monetary position in a single line included in the financial results. This presentation implies that the nominal magnitudes of the financial results have been adjusted for inflation. The real magnitudes of financial results are different from the components of financial results presented above.
For fiscal year 2019,2021, the net financial resultsloss decreased by Ps. 2,01637,290 million compared to previousthe 2020 fiscal year. This variation is mainly explained by the higher gain on monetary position of Ps. 5,852 million given an increaserecognized in Fiscal Year 2021 (loss in Fiscal Year 2020) for the operations carried out with financial assets at fair value, the lower loss for foreign exchange difference, net liability monetary position and the annual inflation rate (47.6%interest generated by financial liabilities in 2018 compared to 53.8% in 2019). This effect wasreal terms. These effects were partially offset by lower intereststhe loss generated by financial assetsin Fiscal Year 2021 from the repurchase of Ps. 3,975 millioncorporate bonds and the negative foreign exchange rate variationresult of Ps. 264 million booked during fiscal year 2019 compared to 2018.derivative financial instruments, when in 2020 we recorded a gain for such concepts.
Income tax
Income tax for fiscal year 20192021 was negative atan expense of Ps. 5,47824,811 million, compared to a lossthe expense of Ps. 2812,950 million in fiscal year 2018.2020.
The higher charge for income tax for the year 2018 was mainly due to the fact that we recognized, in that period, a reductionincrease in the deferredapplicable rate after the sanction of “Law No. 27,630: Modifies the income tax liability generated bylaw” which, among other issues, introduces a modification in the future recognition benefit derived from higher property, plantrate of income tax in force for fiscal years or fiscal years beginning on or after January 1, 2021 inclusive. The amendment establishes a staggered system of rates in three segments according to the level of accumulated taxable net income: a first step of 25% for accumulated net income of up to $5 million pesos; the second step of 30% for accumulated net earnings of between $5 and equipment depreciations as$50 million pesos; and a consequencelast segment of the tax revaluation,35% for accumulated net profits greater than $50 million pesos. This effect that was partially offset by the one-timerecognition of the specific tax that we paid for adopting the above mentioned tax revaluation option. The income tax charge for fiscal year 2019 was increasedloss recorded by the effect of applying the inflation adjustment for tax purposes in accordance with the provisions of Law No. 27,468, as discussed above.
Company.
Company.
Analysis of Operating Profit by Business Segment for the Years Ended December 31, 20192021 and 2018
2020
2020
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 20192021 and 2018:2020:
Year ended December 31, | Year ended December 31, 2019 compared to year ended December 31, 2018 | |||||||||||||||
| 2019 | 2018 | Variation | Percentage Change | |||||||||||||
| Natural Gas Transportation | ||||||||||||||||
| Revenues from sales(1) | 31,634 | 33,635 | (2,001 | ) | (6.0 | )% | ||||||||||
| Cost of sales | (11,800 | ) | (10,815 | ) | (985 | ) | 9.1 | % | ||||||||
| Gross profit | 19,834 | 22,820 | (2,986 | ) | (13.1 | )% | ||||||||||
| Administrative and selling expenses | (3,250 | ) | (3,747 | ) | 497 | (13.3 | )% | |||||||||
| Other operating expense | (186 | ) | (327 | ) | 141 | (43.1 | )% | |||||||||
| Operating profit | 16,398 | 18,746 | (2,348 | ) | (12.5 | )% | ||||||||||
| Liquids Production and Commercialization | ||||||||||||||||
| Revenues from sales | 31,500 | 34,822 | (3,322 | ) | (9.5 | )% | ||||||||||
| Cost of sales | (19,960 | ) | (21,961 | ) | 2,001 | (9.1 | )% | |||||||||
| Gross profit | 11,540 | 12,861 | (1,321 | ) | (10.3 | )% | ||||||||||
| Administrative and selling expenses | (2,089 | ) | (1,517 | ) | (572 | ) | 37.7 | % | ||||||||
| Other operating expense | 4 | (1,522 | ) | 1,526 | (100.3 | )% | ||||||||||
| Operating profit | 9,455 | 9,822 | (367 | ) | (3.7 | )% | ||||||||||
| Other services | ||||||||||||||||
| Revenues from sales | 3,440 | 3,790 | (350 | ) | (9.2 | )% | ||||||||||
| Cost of sales | (2,075 | ) | (2,208 | ) | 133 | (6.0 | )% | |||||||||
| Gross profit | 1,365 | 1,582 | (217 | ) | (13.7 | )% | ||||||||||
| Administrative and selling expenses | (443 | ) | (376 | ) | (67 | ) | 17.8 | % | ||||||||
| Other operating (expense) / income | 5 | (11 | ) | 16 | (145.5 | )% | ||||||||||
| Operating profit | 927 | 1,195 | (268 | ) | (22.4 | )% | ||||||||||
| Telecommunications | ||||||||||||||||
| Revenues from sales | 376 | 342 | 34 | 9.9 | % | |||||||||||
| Cost of sales | (188 | ) | (172 | ) | (16 | ) | 9.3 | % | ||||||||
| Gross profit | 188 | 170 | 18 | 10.6 | % | |||||||||||
| Administrative and selling expenses | (72 | ) | (71 | ) | (1 | ) | 1.4 | % | ||||||||
| Other operating expense | 4 | (5 | ) | 9 | n/a | |||||||||||
| Operating profit | 120 | 94 | 26 | 27.7 | % | |||||||||||
Year ended December 31, | Year ended December 31, 2020 compared to year ended December 31, 2019 | |||||||||||||||
2021 | 2020 | Variation | Percentage Change | |||||||||||||
Natural Gas Transportation(1) | ||||||||||||||||
| Revenues from sales | 49,484 | 71,584 | (22,100 | ) | (30.9 | ) | ||||||||||
| Net cost of sales | (30,399 | ) | (29,219 | ) | (1,180 | ) | 4.0 | |||||||||
| Gross profit | 19,085 | 42,365 | (23,280 | ) | (55.0 | ) | ||||||||||
| Administrative and selling expenses | (7,174 | ) | (7,943 | ) | 769,0 | (9.7 | ) | |||||||||
| Impairment of PPE | - | (9,156 | ) | 9,156 | (100.0 | ) | ||||||||||
| Other operating expense | (397 | ) | (130 | ) | (267 | ) | 205.7 | |||||||||
| Operating profit | 11,514 | 25,136 | (13,622 | ) | (54.2 | ) | ||||||||||
| Liquids Production and Commercialization | ||||||||||||||||
| Revenues from sales | 108,560 | 81,141 | 27,419 | 33.8 | ||||||||||||
| Net cost of sales | (56,281 | ) | (46,554 | ) | (9,726 | ) | 20.9 | |||||||||
| Gross profit | 52,279 | 34,587 | 17,692 | 51.2 | ||||||||||||
| Administrative and selling expenses | (5,553 | ) | (4,204 | ) | (1,349 | ) | 32.1 | |||||||||
| Other operating income | 627 | 412 | 215 | 52.6 | ||||||||||||
| Operating profit | 47,353 | 30,794 | 16,558 | 53.8 | ||||||||||||
| Other services | ||||||||||||||||
| Revenues from sales | 16,138 | 12,833 | 3,305 | 25.8 | ||||||||||||
| Net cost of sales | (7,295 | ) | (6,938 | ) | (356 | ) | 5.1 | |||||||||
| Gross profit | 8,843 | 5,894 | 2,949 | 50.0 | ||||||||||||
| Administrative and selling expenses | (1,476 | ) | (1,394 | ) | (82 | ) | 5.9 | |||||||||
| Other operating (expense) / income | 20 | 7 | 13 | 172.2 | ||||||||||||
| Operating profit | 7,387 | 4,508 | 2,879 | 63.9 | ||||||||||||
| Telecommunications | ||||||||||||||||
| Revenues from sales | 892 | 1,201 | (309 | ) | (25.7 | ) | ||||||||||
| Net cost of sales | (623 | ) | (822 | ) | 198 | (24.1 | ) | |||||||||
| Gross profit | 269 | 380 | (111 | ) | (29.1 | ) | ||||||||||
| Administrative and selling expenses | (132 | ) | (133 | ) | 1 | (0.7 | ) | |||||||||
| Other operating expense | 1 | 4 | (4 | ) | (100.0 | ) | ||||||||||
| Operating profit | 137 | 251 | (113 | ) | (45.2 | ) | ||||||||||
(1) | Includes |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 46.6%27.5% and 45.4%42.1% of our total revenues during the years 20192021 and 2018,2020, respectively. Natural Gas Transportation revenues are derived mainly from firm contracts, under which pipeline capacity is reserved and paid for regardless of actual usage by the shipper. We also provide interruptible natural gas transportation services subject to availability of the pipeline capacity. In addition, we render operation and maintenance services for the Natural Gas Transportation facilities, which belong to certain gas trusts created by the Government to expand the capacity of the Argentine natural gas transportation pipeline system. This business segment is subject to ENARGAS regulation.
For additional information regarding the history of our discussions with various governmental authorities in relation to the adjustment of our gas transportation tariffs see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework.”
During 2019,2021, the Natural Gas Transportation business segment recorded an operating profit of Ps.16,398Ps.11,514 million, compared to Ps. 18,746a Ps.25,136 million profit recorded in 2018.2020. The main factors that affected the results of operations of this segment compared to 20182020 are the following:
Revenues from the Natural Gas Transportation business segment decreased by Ps. 2,001Ps.22,100 million for the year 20192021 compared to 2018;2020;
During 2019,2021, we received nominaldid not receive any tariff increases totaling 26.0%increase while annual inflation was 53.8%;
| • | Revenues related to natural gas firm transportation contracts for the year ended December 31, 2021, decreased by Ps.17,312 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. 1,205 million.3,269 million for the year 2021 compared to 2020. The decrease mainly resulted from the lack of tariff decrease in Current Currencyincrease discussed above, and lowerpartially offset by higher volumes dispatched;
| • | Revenues relating to the CAU decreased by Ps.789 million for the year 2021 compared to 2020 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, 20192021 increased by Ps. 488411 million, from Ps. 14,56237,572 million to Ps. 15,05037,162 million, as compared to the year ended December 31, 2018.2020. This increase was mainly attributable to higher: (i) ordinaryhigher PPE maintenance expenses forof Ps. 1,880 million, as during 2021 we performed more repairs after the pipelineslockdowns and other fixed assets bythought measures took in 2020 due to COVID, and Ps. 725429 million (ii) labor costs by Ps. 290 million and (iii) depreciations amounting to Ps. 144 million.of depreciation of PPE. These effects were partially offset, principally, by a lower technical assistance fee accruedlower: (i) cost of third-party services of Ps. 6981,134 million, (ii) salaries of Ps. 444 million and charges in doubtful accounts(iii) taxes of Ps. 403 million; and
Other operating expenses increased by Ps. 277 million; and
Liquids Production and Commercialization Segment
Unlike the Natural Gas Transportation segment, revenues of the Liquids Production and Commercialization segment are not subject to full regulation by ENARGAS and the Ministry of Energy. However, in recent years, the Government has enacted a number of laws and regulations that have limited our ability to receive the full international market prices for all of the liquids that the Cerri Complex produces. In addition, ENARGAS has the ability to redirect the volumes of natural gas in the system to cover certain uses and that may result in lower volumes of natural gas to be processed in the Cerri Complex. See “Item 4. Our Information—B. Business Overview—Competition—Liquids Production and Commercialization—Regulation” for more information.
The Liquids Production and Commercialization segment represented 47.6%62.6% and 48.8%49.4% of our total net revenues during the years ended December 31, 20192021 and 2018,2020, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and is connected to each of our main pipelines. At the Cerri Complex, we recover ethane, LPG and natural gasoline for our own account, on behalf of our customers and on a fee basis, collecting a commission for the extracted Liquids delivered to our customers.
For the fiscal years 20192021 and 2018,2020, all of our sales were made for our own account.
All ethane produced by our Liquids segment in the years ended December 31, 20192021 and 20182020 was sold locally to PBB. In June 2019, PBB suffered technical problems in its facilities that prevented the normal supply of ethane. These inconveniences were gradually resolved until October 2019 when we were able to restore the normal ethane supply.
Our ethane sales for the years 20192021 and 20182020 represented 27.4%24.6% and 36.2%33.7%, respectively, of our Liquids Production and Commercialization net revenues. For this reason, the decrease in the volumes of ethane sold to PBB during 2019 had a negative impact on our net revenues.
In 2019,2021, we sold 56.1%55.1% of our production of LPG in the local market to LPG marketers, compared to 57.9%61.3% in 2018,2020, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 20192021 and 20182020 was exported. For more information about these contracts, see “Item 4. Our Information—B. Business Overview—Competition—Liquids Production and Commercialization.”
The total annual sales for the Cerri Complex for 20192021 and 20182020 in short tons were as follows:
Years ended December 31, | Year ended December 31, 2019 compared to year ended December 31, 2018 | Years ended December 31, | Year ended December 31, 2021 compared to year ended December 31, 2020 | |||||||||||||||||||||||||||||
(volumes in short tons) | (volumes in short tons) | (volumes in tons) | (volumes in tons) | |||||||||||||||||||||||||||||
2019 | 2018 | Increase/ (Decrease) | Percentage Change | 2021 | 2020 | Increase/ (Decrease) | Percentage Change | |||||||||||||||||||||||||
| Local Market | ||||||||||||||||||||||||||||||||
| Ethane | 312,651 | 437,362 | (124,711 | ) | (28.5 | ) | 353,078 | 360,870 | (7,792 | ) | (2.2 | ) | ||||||||||||||||||||
| Propane | 234,125 | 172,834 | 61,291 | 35.5 | 238,284 | 225,739 | 12,545 | 5.6 | ||||||||||||||||||||||||
| Butane | 160,399 | 171,889 | (11,490 | ) | (6.7 | ) | 181,952 | 180,057 | 1,895 | 1.1 | ||||||||||||||||||||||
| Subtotal | 707,175 | 782,085 | (74,910 | ) | (9.6 | ) | 773,314 | 766,666 | 6,648 | 0.9 | ||||||||||||||||||||||
| Exports | ||||||||||||||||||||||||||||||||
| Propane | 182,394 | 162,018 | 20,376 | 12.6 | 144,801 | 165,897 | (21,096 | ) | 12.7 | |||||||||||||||||||||||
| Butane | 126,684 | 88,872 | 37,812 | 42.5 | 85,627 | 90,612 | (4,985 | ) | (5.5 | ) | ||||||||||||||||||||||
| Natural Gasoline | 130,572 | 132,311 | (1,738 | ) | (1.3 | ) | 115,677 | 122,197 | (6,520 | ) | (5.3 | ) | ||||||||||||||||||||
| Subtotal | 439,650 | 383,201 | 56,450 | 14.7 | 346,105 | 378,706 | (32,601 | ) | (8.6 | ) | ||||||||||||||||||||||
| Total Liquids | 1,146,825 | 1,165,286 | (18,460 | ) | (1.6 | ) | 1,119,419 | 1,145,372 | (25,953 | ) | (2.3 | ) | ||||||||||||||||||||
Export revenues from our Liquids Production and Commercialization segment command a price premium, as compared to our domestic market sales, primarily as a result of regulation of domestic prices See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
The sales prices under the Households with Bottles Program are marketed to Ps.9,327program for fiscal 2021 and Ps.9,213 for propane and butane, respectively. On July 1, 2019, Provision No. 104/2019 was issued, which modified prices2020 were as of July 1, 2019, to Ps 9,895 and Ps.9,656 for propane and butane, respectively.follows:
| Resolution Nro. | Period | Ps. Per ton (at values determined by each resolution) |
| 104 | July 2019 to September 2020 | Ps. 9,895 |
| 30 | October 2020 to April 2021 | Ps. 10,885 |
| 249 | April 2021 to April 2022 | Ps. 12,627 |
Under this agreement, we collect compensation from the Government, which is calculated taking into consideration the export parity price published monthly by the Federal Energy Bureau.
Regarding the Propane for Networks Agreement, on May 30, 2019,during 2021, we signed the sixteentheighteenth extension by which the methodology for determining the price and volumes for the period April 1, 2019 tountil December 31, 20202021 was established. AsRegarding the agreement valid until December 31, 2022, it was signed on February 17, 2022.
139
See “Item 4. Our Information—B. Business Overview—Competition—Liquids Production and Commercialization—Regulation—International Market.” for additional information.
During 20192021 the Liquids Production and Commercialization business segment recorded operating incomeprofit of Ps. 9,455Ps.47,353 million, compared to Ps. 9,822Ps.30,794 million in 2018.2020. The main factors that affected the results of operations for this segment compared to 20182020 were the following:
Segment revenue decreasedincreased by Ps. 3,322Ps.27,419 million in 2019,for the year 2021 compared to 2018.2020. This decrease is mainlyincrease was due to lower international reference prices by Ps. 5,655a Ps.33,358 million and ethane volumes and price by Ps. 5,753 million. These effects wereincreases in prices. This effect was partially offset by the depreciation ofdecrease in the peso against the U.S. dollarvolumes shipped by Ps. 4,541 million, higher propane and butane volumes sold by Ps. 2,678Ps.3,553 million and the increase in the priceexchange rate on U.S. dollar-denominated sales of the propane and butane sold under the supply programs sponsored by the Government;Ps.5,497 million.
In 20192021 propane, butane and natural gasoline average export prices recorded decreasesincreases of 28.5%104%, 23.3%89% and 17.0%85%, respectively, compared to 2018. The fall in international reference prices occurred mainly during the first half of the year showing signs of recovery as from August 2019;2020.
During 2019,2021, the production of Liquids reached 1,127,558 short1,119,419 tons (44,248(25,953 tons or 3.8%2.3% less than in 2018)2020). This was mainly due to the lower ethane sold during 2019 as a result of the operational problems that occurred at the PBB facilities, an effect that was partially offset by the higher volumes of propane and butane obtained.
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, 2019, decreased2021, increased by Ps. 1,42911,076 million, to Ps. 61,834 million from Ps. 23,478 million to Ps.22,04950,758 million, as compared to the year ended December 31, 2018.2020. This decreaseincrease was mainly due to higher: (i) cost of natural gas purchased as RTP of Ps. 7,916 million (principally as a consequence of the reductionincrease in the price and volumes of natural gas that we are required to purchase as RTP as part of the Liquids processing businessnatural gas), (ii) taxes of Ps. 1,4421,866 million (especially tax on exports), (iii) cost of third-party services of Ps. 789 million and the lower technical assistance fee(iv) maintenance expenses of PPE by Ps. 454499 million. These effects were partially offset by higher taxes, mainly due to tax on exports,lower doubtful accounts charges of Ps. 546 million,417 million; and labor costs of Ps. 126 million;
Other operating expenses decreasedincreased by Ps.1,526 million mainly resulting from the Ps.1,054 million (U.S.$21.3 million) payment made, on June 14, 2018, as part of the resolution of the arbitration initiated by Pan American Energy LLC Argentine Branch and Pan American Sur S.A. before the International Court of Arbitration on May 8, 2015, against the Company for U.S.$306.3Ps. 215 million.
In 2019,2021, export revenues from the Liquids Production and Commercialization segment were Ps. 12,450Ps.44,709 million and accounted for 18.8% (17.7%25.8% (17.1% in 2018)2020) of total net sales and 39.5% (36.2%41.2% (34.5% in 2018)2020) of total Liquids Production and Commercialization revenues.
As in prior years, in the period ranging from May to September 2019,2021, the sales of these products were conducted mainly in the domestic market, due to the restrictions in natural gas consumption for the production of Liquids and governmental requirements to supply the domestic market within the framework of the programs outlined by the Government for the supply of LPG.
Regarding the export of natural gasoline, exports, forafter the period ranging from February 1, 2018 totermination of the term contract with Petrobras Global Trading B.V. traded until January 31, 2019,2021, spot trades with Trafigura Pte Ltd were conducted until May. Starting in June, we enteredtraded with Trafigura Pte Ltd under a term agreement, with an extension until March 2022 inclusive.
In March 2022, we signed a new agreement with Petrobras Global Trading S.V. To guarantee continuityTrafigura to export natural gasoline. This agreement will expired in February 2023 and includes similar conditions as the supply of this product, we renewed this agreement for the period from February 1 2019 to January 31 2020, and negotiated improvements to the former terms and conditions.previous one.
Additionally, we export to Chile, Paraguay and Brazil by land.trucks. Volumes exported under this modality are lower than volumes exported by sea, which increased over the last several years, allowing us to capitalize a higher operative margin.
Regarding the price of natural gas, measured in U.S. dollars, acquired for RTP for processing at the Cerri Complex, it has suffered a decreasean increase of 23.9%approximately 41% with respect to 2018 principally as2020 The price increase experienced is related to the implementation of the Gas.Ar Plan, implemented by the National Government, which aimed to generate the framework that allows the recovery of national gas production, which set new market price references.
Although the Gas.Ar Plan could have a consequencepositive effect allowing to stop the fall in production levels that has been registered in the last periods, it is important to highlight the impact that it could have on the prices at which we would acquire the natural gas used in the Cerri Complex.
According to the two auctions carried out within the framework of the same, an increase in the supplyPIST for thermal generation and for gas distributors was verified, which is highly likely to affect industrial users, which will finally impact on the costs of available natural gas.gas consumed in the Cerri Complex, thus affecting the operating margins of the business.
Other Services
This segment includes midstream services. Midstream services include natural gas treatment, separation and removal of impurities from the natural gas stream and compression services, which are generally rendered to the natural gas producers at the wellhead, as well as activities, related to construction, operation and maintenance of pipelines and compressor plants.
During 2019,2021, the other services business segment recorded an operating profit of Ps. 9267,387 million, which represents a Ps. 2702,879 million decrease,increase compared to Ps. 1,1964,508 million in 2018.2020. The main factors that affected the results of operations of this segment during 20192021 are the following:
Net revenues decreasedincreased by Ps. 3512,879 million primarily due to: (i) higher sales revenues corresponding to the lower sales associated with lower construction ofnatural gas transportation and conditioning services in Vaca Muerta for Ps. 6803,305 million, and operation and maintenance services of Ps. 235 million rendered in fiscal year 2019.(ii) midstream services. These effects were partially offset by lower operation and maintenance services rendered by Ps. 304 million and the impacteffect of the decrease in the exchange rate increase on thesales revenues denominated in United StatesU.S. dollars offor Ps. 369 million and revenues related to natural gas transportation and conditioning in Vaca Muerta of Ps. 226828 million.
Costs of sales, administrative and selling expenses decreasedincreased by Ps. 65439 million, mainly due to decreasesthe increase in costsdepreciations of services rendered to third parties (Ps. 322 million). These effects werePs. 108 million, the increase in materials by Ps. 294 million, and the increase in turnover tax by Ps. 166 million This effect was partially offset by higher (i) depreciations (Ps. 134 million), (ii) professional fees (Ps. 70 million)salaries, wages and (iii) labor costs (Ps. 54 million).other compensations by Ps. 131 million.
Telecommunications
Telecommunication services are rendered by our subsidiary, Telcosur. During 2019,2021, the Telecommunications business segment recorded an operating profit of Ps.120Ps. 137 million, compared to Ps.94a profit of Ps. 251 million in 2018.2020. The main factors that affected the results of operations of this segment during 20192021 are the following:
Net revenues increaseddecreased by Ps.34Ps. 309 million in the year ended December 31, 2019,2021, when compared to 2018. The positive variation was mainly due to the increase in the foreign exchange rate of the peso compared to the U.S. dollar.2020.
Costs of sales, administrative and selling expenses increased by Ps.17 million.Ps. 199 million in the year ended December 31, 2021, when compared to 2020.
B. Liquidity and Capital Resources
To preserve cash surpluses, we invest in low-risk and highly liquid financial assets offered by high-quality financial institutions that are located in Argentina and the United States. Our policy is designed to diversify credit risk. Given that our total financial indebtedness is denominated in U.S. dollars, we prioritize the placement of funds in U.S. dollar-denominated investments and since 2020, depositing such placements primarily abroad through the tradinginvestments.
We currently do not have any off-balance sheet arrangements or significant transactions with unconsolidated entities not reflected in our Financial Statements. All of financial instruments Weour interests in and/or relationships with our subsidiaries are recorded a Ps 8,004 million loss generated by trading financial instruments to place foreign currency abroad.in our Financial Statements.
In the short-term, the most significant factors generally affecting our cash flow from operating activities are: (i) fluctuations in international prices for LPG products, (ii) fluctuations in production levels and demand for our products and services, (iii) changes in regulations, such as taxes, taxes on exports, tariffs for our regulated business segment and price controls, (iv) fluctuations in the natural gas price used as RTP, (iv) fluctuations in exchange rates and (v) operating cost increases given inflationinflation.
Our cash flows from operations have been affected in past years due to the lack of adjustment to our natural gas transportation tariffs to cover increases in our operating costs and (vi) the full extentcapital expenditures. Along these lines, and duration of COVID pandemic and its impact on any of the foregoing and onas a guiding principle, financial solvency is our operations and financial situation.main objective.
During 2020,2022, our cash generation has allowed us to cover all our financial needs, mainly the investments made for the maintenance of the transportation system and other operating assets of the remaining business segments, as well as those made for new projects. Furthermore,
In 2022, we have pursued the diversification of our investment’s portfolio. To that end, we acquired public and private bonds linked to the U.S. dollar and to CER (BCRA’s index: Stabilization Reference Coefficient) to mitigate the exchange rate risk on our liabilities in 2020,United States dollars and the impact of inflation on availabilities denominated in pesos. Besides, through several transactions, we do not enter into any new loan agreement. Besides our cash flow from operations was used to paid our short-term debt.acquired 2018 Bonds in a principal amount of US$ 7,262,000, for which we invested Ps. 2,453 million.
The performance of the Natural Gas Transportation segment was marked by the lack of tariff updates, the last of which was received in March 2022 (the previous tariff increase had been received in April 2019,2019), which in the framework of the Solidarity Law and its complementary rules provided for a tariff freeze and the renegotiation of the RTI. Likewise, and due to the national lockdown, between March and April there were certain delays in the collections of our main customers whose collections were significantly affected. Since the second quarter of the year, they tended to partially recover, and currently there are certain agreed delays.
During 2020,2022, we continued participating in the Households with Bottles Program, which generates operating margins by virtue of the fact that the price determined by the SHR is significantly lower than the costs of processing natural gas. For further information, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
The impact of the COVID in the financial markets has adversely affected the cost of borrowing, hedging activities and access to capital in general which could limit our ability to obtain hedges or financing in a timely manner, on acceptable terms or at all. In addition, the fragile economic environment in Argentina intensified by the slowdown in economic activity caused by the COVID and other internal factors may result in an increase in business failures among the clients we serve or may adversely affect the ability of our counterparties to perform their obligations under the transportations services or Liquids purchase agreements. As a result, our ability to generate sufficient cash from our operations in order to satisfy our indebtedness and capital expenditure needs may be adversely affected by the deterioration of Argentine economy due to the COVID. The extent to which COVID may impact our operations, liquidity, financial condition, and results of operations will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the disease or treat its impact, all of which are highly uncertain and cannot be predicted.
Considering our current lack of access to financial markets due to the current negative macroeconomic conditions, we believe that we will have to rely only on our operating cash inflow to meet our working capital, debt service and capital expenditure requirements for the foreseeable future. Actual results may differ materially from our expectations described above as a result of various factors affecting the Argentine economy.
In the Liquids Production and CommercializationMarketing business segment, despitedue to the weak commodity price environment discussed elsewhere hereinhigh prices of commodities, we were able to maintanmaintain a positive cash flow thanks to the measures taken to mitigate its impact (negotiations with suppliers to guarantee the purchase of natural gas at lower prices, an efficient operation of our facilities in order to reduce maintenance expenses, for example).flow.
As a result of a combination of external and local factors in the macroeconomic context, the exchange rate of the U.S. dollar increased by 40.5%72.5% during 2020,2022, from Ps.59.89Ps.102.72 to Ps.84.15.Ps.177.16. As of December 31, 2020, 96%2022, 89%, or U.S.$235US$404 million, of our fund placements were denominated in U.S. dollars, to mitigate such risk. During the period ended on December 31, 2020,2022, sales revenues denominated in U.S. dollars amounted to 50%65%.
The foregoing allows us to conclude that we managed to limit the impact of the recent turbulence in the exchange rate on the future cancellation of indebtedness.
A further devaluation of the peso or further inflation with no compensating effect in our natural gas transportation tariffs or lower liquids prices could harm our cash-generating ability and materially adversely affect our liquidity, our ability to carry out mandatory capital investments and our ability to service our debt.
Our financial position is and will be significantly dependent on its operating performance, our indebtedness and capital expenditure programs.
Our primary sources and uses of cash during the years ended December 31, 2020, 20192022, 2021 and 20182020 are shown in the table below:
Years ended December 31, | Years ended December 31, | |||||||||||||||||||||||
2020 | 2019 | 2018 | 2022 | 2021 | 2020 | |||||||||||||||||||
| (in millions of pesos) | (in millions of pesos) | |||||||||||||||||||||||
| Cash and cash equivalents at the beginning of the year | 13,294 | 34,859 | 8,203 | 8,627 | 13,682 | 39,089 | ||||||||||||||||||
| Cash flows provided by operating activities | 28,514 | 18,378 | 26,800 | 35,414 | 59,024 | 83,838 | ||||||||||||||||||
| Cash flows used in investing activities | (30,088 | ) | (22,659 | ) | (9,909 | ) | (40,216 | ) | (58,991 | ) | (88,466 | ) | ||||||||||||
| Cash flows (used in ) / provided by financing activities | (5,075 | ) | (15,409 | ) | 4,291 | |||||||||||||||||||
| Cash flows provided by / (used in) financing activities | 3,626 | (1,869 | ) | (14,921 | ) | |||||||||||||||||||
| Net (decrease) / increase in cash and cash equivalents | (6,648 | ) | (19,691 | ) | 21,182 | (1,175 | ) | (1,836 | ) | (19,548 | ) | |||||||||||||
| Foreign exchange gains on cash and cash equivalents | 761 | 5,066 | 14,006 | 293 | 630 | 2,236 | ||||||||||||||||||
| Monetary results effect on Cash and cash equivalents | (2,753 | ) | (6,940 | ) | (8,532 | ) | (4,755 | ) | (3,848 | ) | (8,095 | ) | ||||||||||||
| Cash and cash equivalents at the end of the year | 4,653 | 13,294 | 34,859 | 2,989 | 8,627 | 13,682 | ||||||||||||||||||
In our opinion, the working capital is sufficient for the company’s present requirement.
Cash Flows Provided by Operating Activities
The cash flow generated by operating activities for the year ended December 31, 2020, increased2022, decreased by Ps. 10,13623,610 million, primarily resulting from lowermainly due to higher income tax payments by. 17,327 million, lower net income adjusted by non-cash items (including depreciation and financial results accrued) by Ps. 5,478 million, higher collections received from derivative financial instruments by Ps. 632 million and lower cash advances to suppliers.14,039 million. These effects were partially offset by the decline in operating profithigher collections of trade and other receivables by Ps. 6,2584,782 million and lower interest paid by Ps. 1,579 million.
The cash flow generated by operating activities for the year ended December 31, 2019,2021, decreased by Ps. 8,42224,814 million, primarily resulting from a decrease in operating profithigher income tax payments by Ps. 4,930 million, lower collections received from derivative financial instruments by Ps. 2,018 million and the positive variationdecrease in the working capital, principally as a consequence of lower trade payable paid and the increase in accounts receivables.capital.
Cash Flows Used in Investing Activities
The cash flow used in investment activities for the year ended December 31, 2020, increased2022, decreased by Ps. 7,429Ps.18,775 million, mainly driven by lower acquisitions of financial assets not considered cash and cash equivalents under IFRS by Ps.25,642 million. This effect was offset by higher funds earmarked for the acquisition of capital goods within the framework of projects for other services undertaken by Ps.6,513 million.
The cash flow used in investment activities for the year ended December 31, 2021, decreased by Ps.29,475 million, mainly driven by lower acquisitions of financial assets not considered cash and cash equivalents by Ps.21,349 million. This effect was partially offsetPs.25,070 million and by lower funds allocatedrelated to the acquisition of capital expenditures following the completion of works relatedallocated to the midstream business in Vaca Muerta and as a consequence of the impact of COVIDMuerta.
Cash Flows Provided by Ps.13,920 million./ (Used in) Financing Activities
Cash flow generated by financing activities, amounted to Ps. 3,626 million compared to the cash flow used in investmentfinancing activities increased by Ps.12,750for Ps. 1,869 million in 2019.for 2021. This effect was mainly due to additional capital expenditures usedthe net taking of financial debt carried out during 2022 as opposed to execute the Five-Year Plan committed in accordance with the provisionsrepurchase of the RTI and Vaca Muerta project by Ps.4,677 million and higher funds applied to buy financial assets not considered cash equivalentsnotes of Ps.969 million, against the increase2021.
144
The cash flow used in financing activities for the year ended December 31, 2020,2021, decreased by Ps. 10,33413,052 million, primarily resulting from lower dividend payments by Ps.13,288 million. This effect was partially offset by the repurchase of notes by Ps. 999 million, and the cancellation of financial debt by Ps. 1,354 million, when in Fiscal 2019 we recorded a net financial borrowing.debt.
Description of Indebtedness
As of December 31, 2020,2022, 100% of our total indebtedness was entirely denominated in U.S. dollars. The following table shows our total indebtedness as of 20202022 and 2019:2021:
2020 | 2020 | 2019 | 2022 | 2022 | 2021 | |||||||||||||||||||
(in millions of U.S. dollars) (2) | (in millions of pesos) | (in millions of U.S. dollars) (2) | (in millions of pesos) | |||||||||||||||||||||
| Current loans: | ||||||||||||||||||||||||
| 2018 Notes Interest | 5 | 457 | 459 | 5 | 937 | 1,075 | ||||||||||||||||||
| Pre-export finance | - | - | 1,390 | |||||||||||||||||||||
| Bank loans | 8 | 1,441 | - | |||||||||||||||||||||
| Other financial liabilities | 2 | 377 | - | |||||||||||||||||||||
| Leasing | 6 | 480 | 495 | 7 | 1,164 | 1,225 | ||||||||||||||||||
| Total current loans | 11 | 937 | 2,344 | 22 | 3,920 | 2,300 | ||||||||||||||||||
| Non-current loans: | ||||||||||||||||||||||||
| 2018 Notes | 481 | 40,520 | 40,634 | 470 | 83,292 | 95,458 | ||||||||||||||||||
| Leasing | 29 | 2,413 | 2,741 | 17 | 3,098 | 4,663 | ||||||||||||||||||
| Bank loans | 24 | 4,304 | - | |||||||||||||||||||||
| Total non-current loans | 510 | 42,933 | 43,375 | 512 | 90,694 | 100,121 | ||||||||||||||||||
Total loans(1) | 521 | 43,869 | 45,720 | 534 | 94,614 | 102,421 | ||||||||||||||||||
| (1) | Issuance expenses net. |
| (2) | Converted at the exchange rate of |
In order to improve the maturity profile of our financial debt, on April 19, 2018, we launched the Tender Offer (as defined below) to purchase for cash any and all of our negotiable instruments class 1 issued in February 2014 (the ��“2014 Notes”), which expired on April 26, 2018, and settled on February 11, 2014. On April 27, 2018, U.S.$US$80,083,898.25 in aggregate principal amount of the 2014 Notes (or approximately 41.80% of the 2014 Notes then outstanding), were redeemed pursuant to the Tender Offer and the remaining 2014 Notes were redeemed on May 2, 2018, pursuant to the provisions of the indenture, dated February 11, 2014, among Delaware Trust Company (successor to Law Debenture Trust Company of New York), as trustee, co registrar, principal paying agent and transfer agent, and Banco Santander Rio S.A., as registrar (the “2014 Indenture”). The redemption of the 2014 Notes was financed with the proceeds from the offering of the 2018 Notes.
On January 3, 2014, the CNV authorized the public offering through Resolution No. 17,226. Our Board of Directors proposed that the 2017 Shareholders’ Meeting authorize an increase of up to U.S.$US$700,000,000 (or its equivalent in other currencies) of the medium-term note program approved by the CNV on January 3, 2014, for the issuance of short- and medium-term bonds not convertible into shares. On October 31, October 2018, we obtained approval from the CNV for the extension of the program to January 3, 2024. On 9 October 2019, we obtained approval from the CNV for the extension of the program to U.S.$US$1.2 billion.
On May 2, 2018, within the framework of the 2017 short- and medium-term negotiable obligations program approved by the CNV, we issued the 2018 Notes with the following characteristics:
| Amount in U.S.$ | ||||
| Interest Rate | 6,75% annual | |||
| Pricing | ||||
| Date of Payment | Percentage on the Principal Amount to be | ||||||
| Amortization | May 2, 2025 | ||||||
| Frequency of Interest Payment | Semiannual, payable on May 2 and November 2 of each year. | ||||||
| Guarantor | None. | ||||||
The proceeds obtained from the 2018 Notes were used to: (i) repurchase the 2014 Notes for an amount equivalent to U.S.$US$86,511,165; (ii) cancel and totally redeem the 2014 Notes for U.S.$US$120,786,581; and (iii) make capital investments with the remaining balance to make capital investments.balance.
As of December 31, 20202022 the principal amount of outstanding 2018 Notes was U.S.$500 million. During 2020, we2022 and 2021, the Company repurchased 2018 Notes in an aggregate principal amountits marketable debt for a nominal value of U.S.$17.6US$ 29.7 million at a clean average price of U.S.$71.53 per U.S.$100 of principal amount.and US$ 4.8 million for which it paid Ps. 2,453 million and Ps. 1,869 million, respectively. This transaction generated a positive result of Ps. 399 million(Ps. 1,030 million) and (Ps. 807 million), respectively, recognized as ain the financial gain inresults of the Statement of Comprehensive Income.
We are subject to several restrictive covenants under our 2018 Notes that limit our ability to obtain additional financing, including limitations on our ability to incur additional indebtedness to create liens on our property, assets or revenues. In addition to the required principal amortization payment obligations, we are also subject to other restrictive covenants that affect our use of cash on hand, such as limitations on our ability to pay dividends to our shareholders and limitations on our ability to sell our assets. See “Item 10. Additional Information—C. Material Contracts—Debt Obligations” for a detailed discussion of the terms of our financial debt, including the interest rates and material covenants applicable to such indebtedness.
During the third quarter of 2022, the Company incurred new financial indebtedness according to the following detail:
On March 31, 2022, the subsidiary Telcosur, took a loan for US$24 million. The main terms of such loan are:
We regularly implement actions aimed at minimizing the impact of the exchange rate variation on our financial indebtedness, including entering into currency-forward agreements with major financial institutions for the purchase of U.S. dollars to cover exposure to the exchange rate risk derived from our financial indebtedness. In addition, we are able to invest in financial instruments, which reflect the variation of the exchange rate. During 2020, 20192022 and 2018,2021, we did not enter into any derivative instruments to hedge the foreign exchange risk.
Future Capital Requirements
For the years of 2023 and 2024, our Board of Directors has approved a capital expendituresexpenditure program in an amount of US$132 million and US$138 million, which will be mainly focused in our investments in Vaca Muerta area. For additional information see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Discussion of Results of Operations for the 2021-2023 periods,Years Ended December 31, 2022 and 2021—Other Services.”
Operation of our assets imply that we must incur in millions of U.S. dollars, are set forth in the following table:
2021 | 2022 | 2023 | Total | |||||||||||||
| Natural Gas transportation | ||||||||||||||||
| Reliability and others | 53.2 | 50.0 | 50.0 | 153.2 | ||||||||||||
| Total | 53.2 | 50.0 | 50.0 | 153.2 | ||||||||||||
| Liquids production and commercialization | ||||||||||||||||
| Reliability and others | 14.4 | 10.0 | 10.9 | 35.2 | ||||||||||||
| Operational efficiencies | 0.8 | - | - | 0.8 | ||||||||||||
| Total | 15.2 | 10.0 | 10.9 | 36.0 | ||||||||||||
| Vaca Muerta Project | 20.3 | 1.4 | - | 21.7 | ||||||||||||
| Other services | 5.7 | 4.1 | 4.0 | 13.8 | ||||||||||||
| Total Capital Expenditures | 94.4 | 65.5 | 64.9 | 224.7 | ||||||||||||
We currently expect to continue to rely on cash flow from operations and short-term and long-term borrowings and other additional financing activities to finance capital expenditures in the near term.
Currency and Exchange Rates
Due to the fact that our entire financial indebtedness is denominated in U.S. dollars, any significant devaluation of the peso would result in an increase in the cost of paying our debt, and therefore, may have a material adverse effect on our results of operations. Our results of operations and financial condition are also sensitive to changes in the peso-U.S. dollar exchange rate because most of our capital expenditures, and the cost of natural gas used in our Liquids business are denominated in U.S. dollars.
Therefore, our primary market risk exposure is associated with changes in the foreign currency exchange rates because our debt obligations are denominated in U.S. dollars and 50%35% of our consolidated revenues were peso-denominated for the fiscal year ended December 31, 2020.2022. Contributing to this exposure are the measures taken by the Government since the repeal of the Argentine Convertibility Act and the pesification of our regulated tariffs described elsewhere in this Annual Report. This exposure is mitigated in part by our revenues from our Liquids Production and Commercialization business segment, 87% of which are denominated in U.S. dollars for the year ended December 31, 2020.2022. Likewise, 65%83% of the operating costs of this business segment for that period were denominated in U.S. dollars. For more information, see “Item 3. KeyPresentation of Financial and Other Information—A. Selected Financial Data—Exchange Rate Information.Currency.”
We place our cash and current investments in high quality financial institutions in Argentina and the United States. Our policy is to limit exposure with any financial institution. Our temporary investments primarily consist of money market mutual funds and Government bonds.
Our strategy will remain focused on mitigating both the exchange rate risk arising from our liabilities in dollars and the effect of inflation on our liquidity. In a hyperinflationary accounting environment, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power; provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is booked in the statement of comprehensive income. During the 2020, 20192021 and 20182020 fiscal years, we have maintained a net liability monetary position
Period | Propane | Butane | Natural gasoline | |||||||||
| October 2018 – April 2019 | 6,663 | 4,967 | 2,976 | |||||||||
| May 2019 – September 2019 | - | - | 4,519 | |||||||||
| October 2019 | 9,996 | 7,727 | 4,630 | |||||||||
| November 2019 – April 2020 | 14,438 | 11,038 | 6,614 | |||||||||
position. As of December 31, 2020 we do not have any open derivative position.
C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information
See “—A. Operating Results” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
E. Off-Balance Sheet ArrangementsCritical Accounting Estimates
Payment due by period (in millions of pesos) | ||||||||||||||||||||||||
Total | Due less than 1 year | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||
Long-Term Debt Obligations(1)(2) | 54,780 | - | 2,840 | 8,520 | 43,420 | - | ||||||||||||||||||
Purchase Obligations(3) | 6,694 | - | 5,646 | 1,048 | - | - | ||||||||||||||||||
Leasing(4) | 3,587 | 64 | 629 | 1,259 | 1,259 | 376 | ||||||||||||||||||
| Total | 65,062 | 64 | 9,116 | 10,827 | 44,679 | 376 | ||||||||||||||||||
| Item 6. | Directors, Senior Management and Employees |
A. Directors and Senior Management
General. Management of our business is vested in the Board of Directors. Our By-lawsBylaws provide for a board of directors consisting of a minimum of nine principal directors and nine alternate directors and a maximum of 11 principal directors and 11 alternate directors. In the absence of one or more principal directors, alternate directors will attend meetings of the Board of Directors. Principal directors and alternate directors are elected at an ordinary meeting of shareholders and serve one to three-year renewable terms, as resolved by the shareholders, subject to reelection. Effective and alternate directors shall remain in their positions until substituted by the shareholders. In December 2019, the board approved the rules of its internal operation.
Under our By-lawsBylaws and Argentine law, the Board of Directors is required to meet at least once every three months. A majority of the members of the Board of Directors constitutes a quorum, and resolutions must be adopted by a majority of the directors present. In the case of a tie, the Chairman or the person replacing him at a particular meeting is entitled to cast the deciding vote. Upon motion by the Chairman, ourThe Board of Directors’Directors may hold meetings may be heldeither by videomembers in physical attendance thereat or telephone conference.by communication among themselves through other means of simultaneous transmission of sound, images and words.
Current Board of Directors members were designated at the 20212023 Shareholders’ Meeting. All the member of our Board of Directors were appointed until the Shareholders’ Meetingshareholders’ meeting that considers the financial statements as of December 31, 2021.2023.
The Shareholders’ Agreement (as defined in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Shareholders’ Agreement”) contains provisions governing the voting of our shares held by CIESA, the election of the members of our Board of Directors and certain other matters.
In February 2015, the Executive Branch enacted Decree No. 196/2015, which complements the provisions of Decree No. 1278/2012, mainly extending indemnity and legal assistance coverage to directors and statutory committee members appointed by the Government in companies in which it has stock participation.
Decree No. 894/2016, established that directors appointed by the FGS shall have the functions, duties and powers established by the General Companies Act, the Capital Markets Law and all the rules applicable to the company in which they act as directors, its by-lawsbylaws and other internal regulations. On November 19, 2020, Law 27,574 was published in the Official Gazette, which regulates the role of the representatives of the FGS in those companies in which it has a stake, providing that the FGS will dictate the rules that are necessary in order to regulate their appointment, function, responsibility, performance and remuneration, which has been regulated by Decree No. 1041/2020 and ANSES Resolution No. 57/2021.
The General Companies Act governs the way directors are appointed. The members of the Board of Directors are appointed by the shareholders at the General Annual Shareholders’ Meetinggeneral annual shareholders’ meeting or by the Statutory Committee, as the case may be, when authorized by the By-laws.Bylaws. It is not mandatory to be a shareholder of the company to be eligible to be appointed as a director. Section 263 of General Companies Act mandates that up to one-third of the members of the board can be appointed by the “cumulative vote system.” The vote of each shareholder who chooses to use the “cumulative vote system” shall be multiplied by the number of members to be appointed; the result may be partially or fully allocated to any of the candidates. All of the shareholders are entitled to choose the “cumulative vote system,” in other words, not only ANSES has the right to appoint members to the Board of Directors through that system.
Duties and Liabilities of Directors. Under Argentine law, directors have the obligation to perform their duties with the loyalty and diligence of a prudent business person. Directors are jointly and severally liable to us, shareholders and third parties for the improper performance of their duties, for violating the law, our By-lawsBylaws or regulations, if any, and for any damage caused by fraud, abuse of authority or gross negligence. Under Argentine law, specific duties may be assigned to a director by our By-laws,Bylaws, regulations or by a resolution of a shareholders’ meeting. In such cases, a director’s liability will be determined with reference to the performance of such duties; provided that certain recording requirements are met. Moreover, under Argentine law, directors are prohibited from engaging in activities in competition with us without express shareholder authorization. Certain transactions between us and directors are subject to ratification procedures established by Argentine law.
A director who participates in the adoption of a resolution or who advises on or recognizes such resolution, will be exempted from liability if he leaves written evidence of his objection and notifies the Statutory Committee before his liability is reported to the board of directors, the Statutory Committee, a shareholders’ meeting, or competent authority or before judicial action is exercised. Shareholder approval of a director’s performance terminates any liability of a director vis-à-vis the Company; provided that shareholders representing at least 5% of our capital stock do not object and that such liability does not result from a violation of the law, our By-lawsBylaws or regulations.
Causes of action against directors may be initiated by us upon a majority vote of shareholders. If a cause of action has not been initiated within three months of a shareholders’ resolution approving its initiation, any shareholder may initiate the action on behalf of and for our account.
At the General Annual Shareholders’ Meetinggeneral annual shareholders’ meeting held on March 6, 1996, our shareholders approved the acquisition of civil liability insurance coverage for directors, Syndics and officers. Such coverage is common practice among public companies who seek protection for such persons against shareholders’ and other parties’ claims.
As of the date of this Annual Report, five of the principal directors of our Board of Directors qualify as independent as defined in the NYSE in Section 303A of its Listed Company Manual (the “NYSE Standards”), Rule 10A-3 under the Exchange Act and the CNV Rules. Three of the principal directors of our Board of Directors (all of whom are independent in accordance with the NYSE Standards and two of whom are independent in accordance with the CNV Rules) are also members of our Audit Committee. The remaining members of the Board of Directors are not independent. Under the independence requirements, a director is not independent if any of the following apply:
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.
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.
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.”
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.
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.
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.
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.
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.
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.
In all cases, “significant shareholding” refers to those shareholders holding at least five percent (5%) of our common stock, or less in cases when they are entitled to appoint one or more directors per class of share, or have agreements with other shareholders relating to the management and administration of any such companies, or its controlling entity.
The following table reflects the current members of our Board of Directors, their respective positions on the Board of Directors and the year they were appointed to such position.
Additional information regarding the occupation and employment background of each of our regular directors is set forth below:
Name | Date of Appointment | Term Expires | Position | Position in Other Company | ||||
Luis Alberto Fallo | 4/ | Chairman | Director of Sagua Argentina S.A. | |||||
Horacio Jorge Tomás Turri | Vice Chairman | Executive director oil and gas at Pampa Energía | ||||||
Pablo Viñals Blake | 4/ | Director | Partner at Marval O’Farrell Mairal Law Firm | |||||
María Carolina Sigwald | Director | Legal Executive director at Pampa | ||||||
Luis Rodolfo Secco | 4/ | Independent Director | Economist | |||||
Carlos Alberto Olivieri | 4/ | Independent Director | Independent Consultant | |||||
Carlos Alberto Di Brico | 4/ | Independent Director | Public Accountant | |||||
Lucas Gobbo | 4/ | Independent Alternate Director | Director of Planning and Evaluation at ANSES | |||||
Ignacio Amigorena | 4/19/2023 | 2024 | Independent Director | Director General of Planning at | ||||
Jorge Romualdo Sampietro | 4/ | |||||||
Alternate Director | Senior Director at Petroquímica Cuyo | |||||||
Gerardo Paz | Alternate Director | Pampa Energía’s | ||||||
Francisco Antonio Macías | 4/ | Alternate Director | Partner at Marval O’Farrell Mairal Law Firm | |||||
María Agustina Montes | Alternate Director | |||||||
Enrique Llerena | 4/ | Independent Alternate Director | Partner at Llerena – Amadeo Law Firm | |||||
Santiago Alberto Fumo | 4/ | Independent Alternate Director | Independent consultant | |||||
Martin Irineo Skubic | Independent Alternate Director | Manager of Alliances and New Business Development Latam South at Elli Lilly Interamerica | ||||||
Luis Angelo Vergara Guarnizo | 4/ | 2024 | Independent Alternate Director | |||||
Cindy Signorini | 2024 | Independent Alternate Director |
Luis Alberto Fallo holds a degree in Accounting from the Universidad de La Plata and a Master’s degree in Business Administration from the Universidad del CEMA (Center of Macroeconomic Studies). He currently serves as Director of Simali S.A., Executive Director of Sagua Argentina S.A., President of Beau Lieu S.A., President of Finca de Los Andes S.A., Vice President of Petroquímica Cuyo S.A.I.C.,SAIC, Vice President of Aguas de Santiago S.A., President of PEPCA S.A. and Vice President of CIESA, President of First Class Flights S.A., President of TGSLatam, and Vice President of Hostería Las Balsas S.A. Since 1992 he has worked with Grupo Sielecki, the main and controlling shareholder of several companies to which he serves as Director. He was born on January 29, 1960.
Horacio Jorge Tomás Turri is currently Executive Director of oilexploration and gasproduction of Pampa Energía. From August 1997 to March 2000, Mr. Turri was Chief Executive Officer of Hidroeléctrica Piedra del Águila. From 1994 to 1997, he was Chief Executive Officer of Gener Argentina S.A. Prior to 1994, he was Development Assistant Manager at Central Puerto S.A. From 1990 to 1992, Mr. Turri worked as investment project’s analyst for the oil, gas, and electricity sectors at SACEIF Luis Dreyfus. He also worked at Arthur Andersen & Co. and Schlumberger Wireline in 1987-1990 and 1985-1987, respectively. He is CIESA’s vice chairman,Chairman, as well. Mr. Turri is an Industrial Engineer and received his degree at Instituto Tecnológico Buenos Aires. He was born on March 19, 1961.
Pablo Daniel Viñals Blake holds a law degree from the Universidad Católica Argentina and a master law degree from Harvard Law School. Mr. Viñals Blake has been a foreign associate in the New York office of Milbank Tweed Hadley & McCloy LLP and since 1997 is a partner in the Buenos Aires office of Marval, O’Farrell & Mairal. Mr. Viñals Blake is currently the co-head of Marval’s Mergers & Acquisitions team and head of the Private Equity and Venture Capital and the Agribusiness grouPs.Hegroups. He has represented domestic and multinational companies, private equity, hedge funds and financial institutions in most of the largest M&A, Agribusiness and project financing transactions in Argentina in the last two decades and advised multilateral financial institutions such as the IFC, IDB and the United States Eximbank on their Argentine operations. He currently serves as a board member of BlackRock Argentina Asesorias S.A., PEPCA S.A. TGSLatam Energia and CIESA. He was born on October 3, 1962.
María Carolina Sigwald has been a member of the Board of Directors of Pampa Energía since 2018 and serves as Executive Director of Legal Affairs of Pampa Energía. Ms. Sigwald worked at the legal department of Central Puerto S.A., and then served as an associate at the New York office at Chadbourne & Parke and then worked at the Corporation Interamericana de Inversiones (IIC) based in Washington. In 1998, Ms. Sigwald returned to Argentina and founded the firm Díaz Bobillo, Sigwald & Vittone, in which she served as an external consultant for energy companies. Before joining as a director at Pampa Energía, between 2015 and 2017, Ms. Sigwald was the director of regulatory and legal affairs at Edenor. Ms. Sigwald is also a member of the boards of EDENOR,CIESA, TGSLatam Energía, CITELEC, CT Barragán, Pampa Cogeneración, PHA, Plásticos de Zárate, Transba S.A., CIESA and President of Greenwind. Ms. Sigwald holds a law degree with honors from University of Buenos Aires. She was born on November 15, 1967.
Luis Rodolfo Secco holds a Bachelor’s degree in Economics and a Master’s degree in Banking Disciplines from the Universidad Nacional de La Plata. In 1990 he obtained a scholarship as a full time researcher at the Universitá degli Studi di Siena. Between 1992 and 1994, he was a researcher and director of the School of Banking Disciplines of the Universidad Nacional de La Plata. Between 1994 and 1999, he worked as Chief Economist of M.A.M. Broda and Associates. At the beginning of 2000 he was summoned to work in the government of the then president Fernando De la Rua as economic adviser to the Presidency and General Director of Strategic Analysis of the Secretary of State Intelligence, a position he held until January 2002. In 2002, Mr. Secco founded his economic consulting firm, Economic Perspectives, and is currently director and editor of the Economic Perspectives newsletter. Between 2004 and 2012 he was external director of the Department of Economics of Deloitte Argentina. Since 1988 he has served as a professor at the Faculty of Economic Sciences of the Universidad Nacional de La Plata. He is also a guest columnist for the newspapers La Nación, Perfil and El Economista. He was born on December 14, 1963.
Carlos Alberto Olivieri holds a Public Accountant degree from the Universidad Nacional de Rosario and a postgraduate degree in Corporate Financial Management from the University of Michigan and Stanford University. At present, Mr. Olivieri is professor of Finance at Universidad Torcuato Di Tella. Between 2008 and March 2010, Mr. Olivieri acted as a financial advisor at Raymond James and, between 2002 and 2007, he worked for YPF as Chief Financial Officer (“CFO”) for Argentina, Brazil and Bolivia. Previously he acted as CFO of YPF S.A., Quilmes Industrial S.A. and Eaton S.A. and President of YPF GAS S.A. and Maxus Corporation (USA). He also had executive responsibilities in other industries, such as Aerolíneas Argentinas and Arthur Andersen & Co. and taught at the Universidad de Buenos Aires and University of Michigan. Mr. Olivieri is also member of the board of directors of Metlife Seguros S.A. and acts as financial advisor. He was born on May 14, 1950.
Carlos Alberto Di Brico holds a degree in Administration and Public Accountancy from the Universidad de Buenos Aires. He is a member of the board of NTN SNR Argentina SA, FDV Intive Argentina SA, Aristocrat Argentina PTY Limited, Perform Media Argentina SRL and Perform Content South America SAS. He has held several management positions at Eveready Argentina S.A. between 1975 and 1995. From 1995 to 1998, he was CFO at Stafford Miller Argentina S.A. Between 2001 and 2013, he served as CFO and later as CEO at Emerson Argentina. Between 2010 and 2017, he was a member of the board of directors of Camuzzi Gas Pampeana S.A. He was born on August 1, 1952.
Ignacio Amigorena holds a degree in Economics from the Universidad Nacional de La Plata. He is currently planning director in the ANSES. He is also member of the board of directors of Transener. He was born in March 10, 1985.
Jorge Romualdo Sampietro holds a degree in Chemical Engineering from the Universidad de Buenos Aires and an Executive Program at Darden Business School - University of Virginia. Between 1968 and 1973, he worked as Technical Sales Manager at Dow Química Argentina. From 1973 to 1975, he was Export Manager at Petroquímica Mosconi. Since 1976, he has worked as Commercial and General Manager at several companies. Since 1994, he has been General Manager of Petroquímica Cuyo and currently holds the position of Director of Petroquímica Cuyo S.A.I.C. and of Alternate Director of CIESA and PEPCA. He was born on May 12, 1944.
Francisco Antonio Macías holds a Law degree from the Universidad Católica Argentina and a Post Graduate degree in International and EC Law from the School of Law of the University of Siena, Italy and a Post Graduate Degree in International Operations from the National Foreign Office Institute of Argentina. Since 2002, Mr. Macías is a partner in Marval, O’Farrell Mairal law firm and is currently the head of Marval’s Oil & Gas practice. Before joining Marval he worked for the firm of Bazán, Cambré & Orts and for BBVA Banco Francés. He was born on January 19, 1967.
Enrique Llerena holds a Law degree from the Universidad Católica Argentina. He also holds a degree in Diplomatie et administration des Organization Internationales from the Universite et Paris XI. Since 1982, he has been a partner of the law firm Llerena Amadeo. He has served as the principal director and member of the audit committee of various companies. He is currently the Managing Director of Tradelog S.A. He is also a partner at Llerena & Arias Uriburu. He was born on April 9, 1955.
Santiago Alberto Fumo graduated as a Public Accountant at the Universidad del Litoral, and he also holds a Master’s degree in Law and Economy for the Universidad Torcuato Di Tella. He currently works as an independent consultant in startups and takeovers. Additionally, he acts as syndic at Molinos Río de la Plata S.A., National Oilwell Varco MSW S.A., Tuboscope Vetco de Argentina S.A. and Antares Naviera S.A. He was born on December 10, 1960.
Martín Irineo Skubic serves as manager for alliances and development aat Elli Lilly Interamerica. In addition Mr. Skubic has served as senior officer at Jergens Argentina S.A., Stafford Miller Argentina S.A., Eveready Argentina S.A. and Pistrelli, Díaz y Asociados. Mr. Skubic holds a degree in public accounting from Universidad de Buenos Aires and holds a Master in Business Administration from Universidad del CEMA.
Executive Committee. In order to achieve more streamlined management of the Company, the 2017 Shareholders’ Meeting approved the amendment of our By-lawsBylaws for the purpose of allowing, within the scope of the Board of Directors, the possibility of constituting an executive committee (the “Executive Committee”), under the terms established by article 269 of the General Companies Act.
The Board of Directors is the body in charge of appointing the members of the Executive Committee, which will be made up of four members: the directors who have been appointed as our President and Vice President, and any other two directors elected by simple majority, with a mandate to serve for one year.
The Executive Committee will function with a quorum of the majority of its members; the quorum must include our President and Vice President. It will adopt its decisions unanimously and will have the powers determined by the Board of Directors.
The current composition of the Executive Committee was decided by the Board of Directors at its meetings of April 20, 2021.19, 2023. Luis Alberto Fallo, Horacio Jorge Tomás Turri, Pablo Viñals Blake and María Carolina Sigwald are in office for a term of one fiscal year, until the meeting that considers the financial statements as of December 31, 2021.2023.
Executive Officers. The following is a list of our executive officers as of the date of this Annual Report, their respective positions with us and the year they were appointed to such position:
Name | Year of Appointment | Position | ||
Oscar Jose Sardi | 2019 | CEO | ||
Claudia Trichilo | 2019 | Operations | ||
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 |
There is no expiration term defined for the executive officers.
Below is a description of the main activities currently carried out by each of our executive officers, together with the biographical information thereof:
Oscar Jose Sardi received a Mechanical Engineering degree from the Universidad Nacional de Rosario and holds a major in Natural Gas from the Universidad de Buenos Aires. He also participated in a General Administration Program at the Universidad Austral. He worked for GdE between 1983 and 1992 and since then, he has held different positions in our operations area. In April 2005, he was designated as our Service Vice President, and subsequently appointed as our Operations Director from October 2016 until April 2019, when he was appointed as our CEO. He also acts as President of Telcosur and of TGU. He was born on September 1, 1955.
Claudia Beatriz Trichilo received a Chemistry degree and a post-graduate degree in Engineering from the Universidad de Buenos Aires. From June 1988 to December 1992, she worked at the Industrial Engineering Department of Gas del Estado. In 1992, Ms. Trichilo joined TGStgs as Chief of Technical Planning and held such position until December 2002, when she was appointed Technical Developments Manager. From 2007 to 2010, Ms. Trichilo acted as Coordinator of Operations until August 2019, when she was appointed as our Operations Vice President. She also acts as VicepresidentVice President of CTG S.A.U.CTG. She was born on March 21, 1963.
Carlos Hector Sidero graduated from Universidad de Buenos Aires as a Certified Public Accountant in Argentina. He worked with Isaura S.A. from 1981 through 1994. From 1994, he managed different areas within the Human Resources department at Eg3 SA and Petrobras Argentina. He joined TGSus in March 2013 as Vice President of Human Resources. He was born on February 16, 1956.
Alejandro Mario Basso received a Public Accounting degree from the Universidad de Buenos Aires. He worked for Compañía Naviera Pérez Companc from 1987 to 1992, and for Quitral-Co S.A. from 1992 to 1994. From 1994 to 1998, he acted as our Planning and Corporate Control Manager, and between September 1998 and March 2008, he was our Planning and Control Vice President. Between March 2008 and October 2016, he acted as our Management Control and Corporate Governance Vice President. In October 2016, he was designated as our CFO and Services Vice President. He also acts as President of CTG, S.A.U., Vice president of Telcosur S.A. and Gas Link S.A., Alternate Director of TGU and Liquidator at EGS. He was born on October 13, 1961.
Hernán Diego Flores Gómez received a Law degree from the Universidad de Buenos Aires. He is a co-founder and professor of the Hydrocarbons and Energy Industry Law post-graduate course at Universidad Católica Argentina, and he is also a co-founder and professor of the Petroleum and Natural Gas Law post-graduate course at Universidad de Buenos Aires, and professor of the Energy Master’s degree at the Energy Regulatory Activity Studies Center (“CEARE”). Additionally, Dr. Flores Gómez has a Master’s degree in Business Law from the Escuela Superior de Economía y Administración de Empresas (ESEADE), a Master’s degree in Finance from the Universidad del CEMA and a Postgraduate degree in Damage Law from Universidad Católica Argentina. He began his career in the National Judicial Branch. Throughout his career, he held various relevant positions on legal matters, institutional and management relationship at companies such as Capsa / Capex S.A., Pluspetrol S.A. and ENAP Sipetrol Argentina S.A. He was born on June 10, 1966.
Juan Ignacio de Urraza holds a degree in Chemical Engineering from the Universidad Nacional de La Plata. He completed several postgraduate courses in Strategic Management, Business Management, Management Development, Management Development and Advanced Leadership. Between March 1991 and July 1992 he worked at the Instituto de Investigaciones Fisicoquímicas, Teóricas y Aplicadas as a researcher in the Corrosion Department. From September 1992 to January 1993 he worked as a fellow at Petroken Petroquímica Ensenada. From July 1993 to September 1994 he worked first as a Process Engineer and then as a Consultant at A&C Analistas Económicos y Consultores de Empresas. Between November 1994 and February 2005 he held different positions in Metrogas. In March 2005 he joined us as Liquids Commercial Head, until September 2007, when he took over as Natural Gas Liquids Commercial Manager. In November 2020 he was appointed Business Director. He was born on September 27, 1969.
Rubén De Muria received a Public Accountant degree from the Universidad de Buenos Aires. He obtained a Master degree in Regulations of Gas and Electricity Industries from CEARE. He worked for Chase Manhattan Bank Argentina and Perez Companc S.A. between 1985 and December 1992. In December 1992, he joined us as member of the Regulatory Matters and Rates Department. In August 2006, he was promoted to Regulatory Matters and Rates Manager. In December 2015, he was appointed as Institutional and Regulatory Affairs Executive Manager, and, finally in January 2018, as Institutional and Regulatory Affairs Vice President. He was born on January 31, 1964.
For additional information regarding the provisions included in the Shareholders’ Agreement for the election of our CEO, see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Shareholders’ Agreement.”
Indemnification of Officers and Directors. Under the Shareholders’ Agreement, the shareholders of CIESA require us to: (i) limit the liability of each of our officers, syndics and directors for all consequences of their acts or omissions, excluding acts or omissions where there is evidence of fraud or gross negligence and (ii) enter into agreements obligating us to defend, indemnify and hold harmless each of our officers, syndics and directors from and against all liabilities, losses, and other expenses incurred by each such officer, syndic or director in connection with a pending, threatened or completed civil, criminal, administrative or other proceeding, or any investigation that could lead to such a proceeding, by reason of the fact that such officer, syndic or director is or was one of our officers, syndics or directors, including claims alleged to be due to the negligence of such person, but excluding acts or omissions that involve fraud or gross negligence towards us.
B. Compensation
The remuneration paid by us during the year 20202022 to the members of our Board of Directors and executive officers amounted to Ps. 3295 million and Ps. 105321 million, respectively. We do not grant pension or retirement plans or other benefits to members of our Board of Directors or to our executive officers.
Executive officers are subject to a goal-directed management system with a variable remuneration program. Consensual objectives are in line with our global objectives, as the variable remuneration program links a portion of its compensation to the performance thereof and our performance. Total compensation of executive officers consists of a fixed portion (normal and usual remuneration) and a variable portion. The variable portion depends on the level of achievement of the “Outcome” objectives, which consist of economic and financial targets, and “Performance Results,” including business objectives that do not have an associated economic result. We measure achievement of these objectives annually, based on performance during the fiscal period.
C. Board Practices
For information on the term of office of our directors and executive officers, see “—“—A. Directors and Senior Management” above. The information in that section is incorporated herein by reference.
None of the members of our Board of Directors are party to any service contract with us or any of our subsidiaries providing for benefits upon termination of employment.
Audit Committee
According to the Capital Markets Law, publicly listed companies must have an Audit Committee “that will function on a collegiate basis with three or more members of the Board of Directors, the majority of whom must be independent under CNV regulations.” The Audit Committee operates under its RulesCharter of Procedure, which was approved in its meeting held in 2013 in accordance with the requirements of the Capital Markets Law. The Rules ofcharter Procedure require that the majority of the members that form the Audit Committee must be independent according to the CNV’s standards. Audit Committee members are designated by a simple majority of the Board of Directors, at the first meeting following designation of the members of the Board of Directors, and they hold office until their successors are designated. The Audit Committee adopts its own regulations and must prepare a working plan for each fiscal year.
The Board of Directors meeting held on April 20, 202119, 2023 appointed the current members of the Audit Committee, who as of the date of this Annual Report are Carlos Alberto Di Brico, Carlos Alberto Olivieri and Luis Rodolfo Secco and their respective alternates, Martin Irineo Skubic, Santiago Alberto Fumo and Enrique Llerena. All of Audit Committee members meet the independence criteria set forth under Rule 10 A-3 of the Exchange Act, SEC regulations and NYSE Standards, but according to CNV rules Mr. Carlos Olivieri does not qualify as independent since he has served as director for more of ten years.
The Audit Committee’s mandatory duties are to:
| - | 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. |
Also, regarding the internal and external auditors, the Audit Committee must:
| - | review their plans; and |
| - | evaluate and give an opinion on their performance when issuing the annual Financial Statements. |
In evaluating the external auditors’ performance, the Audit Committee must:
| - | 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. |
Additionally, the Audit Committee must perform the following mandatory duties contained in the regulatory framework:
| - | 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 (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). |
Once a year, the Audit Committee is required to prepare a plan for the fiscal year to be presented to the Board of Directors and to the Statutory Committee. The directors, members of the Statutory Committee, managers and external auditors must, when requested by the Audit Committee, attend its meetings, provide the Audit Committee with information and otherwise assist the Audit Committee in the performance of its functions. In order to better perform its functions, the Audit Committee may seek the advice of legal counsel and other independent professionals at our expense, pursuant to a budget approved by the shareholders, and we must provide the Audit Committee with access to the information and documents it may deem necessary to perform its duties.
According to CNV Rules, at least once a year and upon the filing of the annual Financial Statements, the Audit Committee shall issue a report to the shareholders, addressing how such committee performed its duties and the results of its work.
The aggregate compensation paid by us for the fiscal year ended December 31,202031, 2022 to the members of the Audit Committee was Ps.12Ps. 34 million. We do not provide pension, retirement or similar benefits to any member of the Audit Committee.
Statutory Committee
The Statutory Committee is our monitoring body as stipulated in Section No. 284 of the General Companies Act. Our By-lawsBylaws provide for a Statutory Committee consisting of three syndics and three alternate members (“Alternate Syndics”). In accordance with our By-laws,Bylaws, two syndics and the corresponding Alternate Syndics are elected by a majority vote of the holders of our Class “A” shares. The remaining syndic and corresponding alternate syndic are elected by the majority vote of the remaining holders of our common stock. Each member of the Statutory Committee is elected at the General Annual Shareholders’ Meetinggeneral annual shareholders’ meeting and serves for a one-year renewable term. Members of the Statutory Committee must be lawyers or accountants qualified under Argentine law and, for the accountants, TR No. 45. Our directors, officers and employees may not be members of the Statutory Committee, all members must be independent. Our By-lawsBylaws require the Statutory Committee to hold meetings at least once per month.
The primary responsibilities of the Statutory Committee consist of monitoring our management’s compliance with the General Companies Act, our By-lawsBylaws and the shareholders’ resolutions, and without prejudice to the role of external auditors, reporting to the shareholders at the General Annual Shareholders’ Meetinggeneral annual shareholders’ meeting regarding the reasonableness of our financial information. Furthermore, the members of the Statutory Committee are entitled to: (i) attend Board of Directors, Executive Committee and shareholders’ meetings, (ii) call Special Shareholders’ Meetingsspecial shareholders’ meetings when deemed necessary and General Annual Shareholders’ Meetingsgeneral annual shareholders’ meetings when the Board of Directors fails to do so, and (iii) investigate written inquiries initiated by the shareholders. The Statutory Committee does not control our operations or evaluate management’s decisions, which are the exclusive responsibility of the Board of Directors.
The aggregate compensation paid by us for the fiscal year ended December 31,202031, 2022 to the members of the Statutory Committee was Ps. 618 million. We do not provide pension, retirement or similar benefits for syndics and alternate syndics.
The following table sets forth the current membership of our Statutory Committee, each of whom was appointed at the 20212023 Shareholders’ Meeting, the year when each member was initially appointed and the year when their term expires:
Name | Member since | Term Expires | Position | |||
José Daniel Abelovich | 4/21/2020 | Syndic | ||||
Pablo Fabián Waisberg | 8/21/2020 | Syndic | ||||
María Valeria Fortti | 4/21/2020 | Syndic | ||||
Marcelo Héctor Fuxman | 4/21/2020 | 2024 | Alternate Syndic | |||
Fernando Pedro Tetamanti | 8/21/2020 | Alternate Syndic | ||||
Héctor | 4/ | |||||
| Alternate Syndic |
The present principal occupations and employment history of our syndics are set forth below:
José Daniel Abelovich obtained a degree in Accounting from the Universidad de Buenos Aires. He is a founding member and partner of Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International. Formerly, he was Manager of Harteneck, López y Cía/Coopers & Lybrand and has served as a Senior Advisor in Argentina for the United Nations and the World Bank. He is a member, among others, of the supervisory committees of Cresud, IRSA, Hoteles Argentinos, Inversora Bolívar, Banco Hipotecario S.A. and CIESA He was born on July 20, 1956.
Pablo Fabián Waisberg is a Certified Public Accountant from the University of Buenos Aires. He is currently an accounting and tax advisor. He is also a trustee of Petrosiel S.A., Areic S.A., Grainco S.A., Petroquímica Cuyo S.A., Sagua Argentina S.A., Noragua S.A., CIESA and Aguas de Santiago S.A. He was born on February 3, 1965.
Valeria Fortti obtained a degree in Accounting and a bachelor in Administration form the Universidad de Buenos Aires. She also holds a Master in Business Administration from the same university. Since 1994, she has been a trustee in the Argentine National Auditing Commission. She is also a member of the supervisory committees of Emprendimientos Energéticos Binacionales S.A., Nucleoeléctrica Argentina S.A. and TELAM S.E. She was born on December 20, 1973.
Fernando Pedro Tetamanti obtained a degree is Accounting from the Universidad de Belgrano. He is partner of Tycompany advisors.
Marcelo Héctor Fuxman obtained a degree in Accounting from the Universidad de Buenos Aires. He is a partner of Abelovich, Polano & Asociados S.R.L., a member firm of Nexia International. He is also a member, among others, of the supervisory committees of Cresud, IRSA, Inversora Bolívar and Banco Hipotecario S.A. He was born on November 30, 1955.
Compensation Committee
We do not have a compensation committee. Compensation decisions are made by our senior management.
Corporate Governance Practices; NYSE Requirements
See “Item 16.G.16G. Corporate Governance.”
D. Employees
The following table sets out the number of employees per department as of December 31, 2020, 20192022, 2021 and 2018:2020:
Number of Employees as of December 31, | Number of Employees as of December 31, | |||||||||||||||||||||||
Department | 2020 | 2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||||
| General | 2 | 3 | 2 | 2 | 2 | 2 | ||||||||||||||||||
| Administration, Finance and Services | 113 | 106 | 103 | 118 | 118 | 113 | ||||||||||||||||||
| Human Resources | 24 | 23 | 23 | 27 | 27 | 24 | ||||||||||||||||||
| Legal Affairs | 11 | 10 | 10 | 11 | 11 | 11 | ||||||||||||||||||
| Public and Regulatory Affairs | 11 | 10 | 8 | 11 | 11 | 11 | ||||||||||||||||||
| Safety and Environmental | 30 | 29 | 28 | 30 | 31 | 30 | ||||||||||||||||||
| Business | 73 | 76 | 72 | 73 | 76 | 73 | ||||||||||||||||||
| Internal Audit | 4 | 4 | 4 | 4 | 4 | 4 | ||||||||||||||||||
| Operations | 791 | 786 | 747 | 814 | 822 | 791 | ||||||||||||||||||
| Trainees program | - | 13 | 7 | 5 | 6 | - | ||||||||||||||||||
| Total | 1,059 | 1,060 | 1,004 | 1,095 | 1,108 | 1,059 | ||||||||||||||||||
The following table sets out the number of employees according to geographical location as of December 31, 2020, 20192022, 2021 and 2018:2020:
Number of Employees as of December 31, | Number of Employees as of December 31, | |||||||||||||||||||||||
Location | 2020 | 2019 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||||||
| City of Buenos Aires | 281 | 245 | 239 | 290 | 289 | 281 | ||||||||||||||||||
| Province of Buenos Aires | 414 | 448 | 427 | 444 | 455 | 414 | ||||||||||||||||||
| Province of Chubut | 62 | 64 | 61 | 54 | 59 | 62 | ||||||||||||||||||
| Province of La Pampa | 14 | 14 | 14 | 14 | 13 | 14 | ||||||||||||||||||
| Province of Neuquén | 134 | 133 | 114 | 141 | 138 | 134 | ||||||||||||||||||
| Province of Río Negro | 61 | 60 | 58 | 65 | 59 | 61 | ||||||||||||||||||
| Province of Santa Cruz | 91 | 94 | 88 | 84 | 92 | 91 | ||||||||||||||||||
| Province of Tierra del Fuego | 2 | 2 | 3 | 3 | 3 | 2 | ||||||||||||||||||
| Total | 1,059 | 1,060 | 1,004 | 1,095 | 1,108 | 1,059 | ||||||||||||||||||
As of December 31, 2020, 20192022, 2021 and 2018,2020, the number of temporary employees working for us was 39, 5851, 47 and 57,39, respectively.
Under Argentine law, in the event of a dismissal of an employee without cause, the employer is required to pay the terminated employee severance, the amount of which is regulated by the Argentine Labor Law (Section 245). The severance consists of payment of one month’s wages for each year of employment. The Argentine Labor Law stipulates limits to the severance payment; these limits affect only employees who earn high wages. However, the Supreme Court has ruled this severance payment limitation unconstitutional when it results in a loss of more than 33% for a terminated employee as compared to the unlimited amount.
On December 13, 2019, the Executive Branch issued Decree No. 34/2019 which for a 180-days term doubles the amount of compensation mentioned above. 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 April 24, 2021.
The Supreme Court held the Law of Occupational Hazard Prevention unconstitutional as applied to contractors whose employees are injured in the course of employment, extending liability to the company that contracted with the contractor for the services.
Some courts have held that a company that contracts with a contractor for services is jointly liable for a contractor’s obligations to provide its workers and third-party service providers with social security benefits, wages, insurance, etc., even if the service for which the company contracts is not part of the company’s usual business.
Recent years presented an inflationary scenario that required numerous meetings with union representatives. We maintain a positive relationship with each of the employee unions with representation before our company. The fruits of this work were the agreements reached with each such union, which have been submitted to the national labor authority for approval and inclusion in existing collective bargaining agreements. Those agreements effectively prevented trade union conflicts and work stoppages.
Our collective bargaining agreements with our unions were approved by the competent Argentine authority and maintain their ultra-activity as established by current legislation. Regarding the salary corresponding to 2020,2022, we signed agreements for the period of April 1, 20202022 to March 31, 2021.2023. This is a consequence of the fact that TGStgs salary period comprises from the month of April of each year to the month of March of the following year. We are currently in negotiations with trade unions to conclude bargaining agreements for the period April 1, 20212023 – March 31, 2022,2024, but the status of this negotiation remains uncertain.
As of December 31, 2020, 82,5%2022, 79% of our workforce is under trade union representation, having the same employment benefits. The unions that represent such employees are Unión del Personal Superior del Gas, Federación Argentina del Gas Natural de la República Argentina (which groups the unions of the capital, Bahía Blanca and Patagonia Sur) and Sindicato de Trabajadores de la Industria del Gas Natural Derivados y Afines of Neuquén and Río Negro.
E. Share Ownership
As of December 31, 2020,2022, the following members of our board of directors and our senior management had an ownership interest in our Class B shares of: Luis Fallo (0.007%), Carlos Olivieri (0.002%), Martin Irineo Skubic (0.0001%), Carolina Sigwald (0.0055%(0.001%) and Oscar Sardi (0.0053%(0.005%).
Class B shares held by directors and trustees do not have different voting rights than the other shareholders holding Class B Shares. The directors, trustees and senior executives of the Company do not have options regarding the Company’s shares. There are no agreements that grant participation to employees in the assets of the Company, including the issuance or granting of options, shares or any other negotiable value.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
| Item 7. | Major Shareholders and Related Party Transactions |
A. Major Shareholders
The following table sets forth certain information with respect to each shareholder known to us to beneficially own five percent or more of our common stock as of March 31, 2021:2023:
Name of Beneficial Owner | Number of Shares(1) | Percent of Total Common Shares | Class | Number of Shares(1) | Percent of Total Common Shares | Class | ||||||||||||
| CIESA | 405,192,594 | 51.00 | % | A | 405,192,594 | 51.00% | A | |||||||||||
| FGS | 190,685,633 | 24.00 | % | B | 190,685,633 | 24.00% | B | |||||||||||
| Holders through BYMA | 60,230,124 | 7.58 | % | B | 69,441,554 | 8.74% | B | |||||||||||
| Treasury shares | 41,734,225 | 5.25 | % | B | 41,734,225 | 5.25% | B | |||||||||||
| ADRs through Citi | 96,652,707 | (1) | 12.17 | % | B | 87,441,287(1) | 11.01% | B | ||||||||||
| Total | 794,495,283 | 100.00 | % | -- | 794,495,283 | 100.00% | -- | |||||||||||
| (1) | Equivalent to |
Our controlling shareholder is CIESA, which holds 51% of our common stock and all of our Class A shares and local and foreign investors hold the remaining shares of our common stock, distributed among minority holders with 25% and FGS (managed by ANSES) with 24%. CIESA is under co-control of: (i)of Pampa Energía, which holds 10%50% of CIESA’s common stock, (ii) PHA, which has a shareholding of 40%, and (iii) GIP and PCT, who in the aggregate hold a combined 50% indirect ownership interest in the outstanding capital stock of CIESA, as follows: GIP holds 27.1% and PCT holds 22.90%.
The current ownership of CIESA is the result of the acquisition of CIESA which encompassed the following steps:
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.
Pursuant to the Pliego and the terms of the 20142018 Notes, CIESA may not reduce its shareholding below 51% of our share capital.
FGS owns 24% of our common stock. On October 5, 2015, the Argentine Congress passed Law No. 27,181, declaring the protection of the Government’s shareholdings, including those forming part of the portfolio of the FGS, to be in the public interest, and creating the Argentine Agency of Government Investments in Companies as an enforcement authority. This agency was later replaced by the Secretary of Economic Policy and Development Planning of the Ministry of Finance. This agency is in charge of implementing any policies and actions related to the exercise by the Government of any rights arising out of the shares it holds.
In June 2016, the Argentine Congress passed Law No. 27,260, repealing or modifying earlier laws relating to the FGS. Among other things, Law No. 27,260 established that ANSES’ shareholding in public companies may not be sold, in most cases, without the prior authorization of the Argentine Congress if this sale represents a reduction in the FGS’s aggregate shareholding in public companies to below 7%.
Decree No 894/2016, which regulates Law No. 27,260, created the Secretary of Economic Policy and Development Planning. This new agency is responsible for executing policies relating to the exercise of rights corresponding to shareholdings of companies where the Government holds a minority interest. Decree No. 897/2016 states that the directors appointed by ANSES shall have the functions, duties and powers established by General Companies Act.
According to applicable regulations, any transfer or other action that limits, alters, cancels or modifies the destination, ownership, possession or nature of the shares held by the FGS which results in a decrease of the FGS’s holdings in a manner inconsistent with applicable law, shall not be conducted without prior express authorization of the Argentine Congress, with the following exceptions:
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.
All outstanding shares are entitled to one vote each and there are no preferred shares or any privilege.
On February 16, 2017, the Special Shareholders’ Meetingsspecial shareholders’ meetings of Pampa Energía and Petrobras Argentina approved the prior merger commitment, under which Pampa Energía will be the surviving entity and Petrobras Argentina will be dissolved without liquidation. The merger is effective as of November 1, 2016. Subsequently, on April 26, 2018, the CNV notified the Board of Directors of the approval of the merger, which was recorded in the Argentine commercial public registry on May 2, 2018.
Shareholders’ Agreement
As a result of changes in the shareholding of our controlling company, CIESA, a shareholders’ agreement was signed on August 29, 2005 (the “Shareholders’ Agreement”). This agreement governs certain matters relating to shareholder participation in CIESA and in us. This agreement divides the CIESA shares into five classes that grantgrants the shareholders different rights and obligations with respect to us and CIESA, mainly regarding the designation of the members of our Board of Directors and our Statutory Committee.
The following table shows the current CIESA’s shareholding:
Shareholder | Number of shares | Class of shares | Ownership (%) | Group | ||||
| Pampa Energía | 63,881,869 | B1 | 10% | Pampa Group | ||||
| 0.5 | A1 | |||||||
| 0.5 | A2 | |||||||
| PHA | 0.5 | A1 | 40% | |||||
| 0.5 | A2 | |||||||
| 162,898,766 | A2 | |||||||
| 92,628,711 | B2 | |||||||
PEPCA S.A. (GIP y PCT) | 63,881,870 | B3 | 10% | GIP/PCT Group | ||||
| GIP | 89,594,322 | A1 | 22% | |||||
| 50,945,792 | B1 | |||||||
| PCT | 73,304,444 | A1 | 18% | |||||
| 41,682,920 | B1 | |||||||
Total | 638,818,696 | 100% |
| Shareholder | Number of shares | Class of shares | Ownership (%) |
| Pampa Energía S.A. | 319,409,348 | A | 50% |
| PEPCA S.A. | 63,881,870 | B | 10% |
| PCT L.L.C. | 114,987,364 | B | 18% |
| Grupo Inversor Petroquímica S.L. | 140,540,114 | B | 22% |
| Total | 638,818,696 |
As reported in “Item 4. Our Information—A. Our History and Development—Controlling shareholders,” the control of CIESA / TGStgs is divided into two groups, on the one hand Pampa Energía, directly and indirectly through PHA, and, on the other hand, GIP and PCT. Thus, CIESA is under joint control between Pampa Group and GIP/PCT Group.
Transfers of Our Shares. Sales or transfer of our Class A shares must be approved by the affirmative vote of the shareholders representing at least sixty percent (60%) of the ordinary voting shares issued by CIESA.
Acts that require special approval of the Board of Directors. The Shareholders’ Agreement determines which decisions must be approved by an absolute majority of our Directors, including, among others: (i) the approval of the sale of assets outside the ordinary course of business; (ii) the approval of the annual budget and any modification thereof; (iii) approval to borrow or incur operating expenses in an amount that exceeds, in both cases, more than 10% of the amount approved in the annual budget; (iv) the approval to make investments that exceed U.S.$US$0.5 million; (v) the approval to establish or modify wage and compensation policies; and (vi) the termination or extension of the SATFO.
Changes in the shareholders’ structure of CIESA
For more information to respect of the changes in the shareholding composition of CIESA see above. On its behalf, the mentioned share changes were duly authorized by ENARGAS and by the National Commission of Defense of Competition of Argentina.
On August 9, 2016, ENARGAS authorized the transaction through Resolution No. I-3939/2016. Later, the exchange option was authorized by ENARGAS on December 29, 2016. Similarly, on January 10, 2018, the National Commission of Defense of Competition of Argentina, and subsequently on February 8, 2018, the Secretary of Commerce, approved the mentioned share changes as described above.
On March 24, 2020, CIESA was informed of the transfer of the 40% holding owned by the CIESA Trust to PHA.
In addition, on March 26, 2020, Pampa Energía informed to CIESA of the beginning of the reorganization process by means of a merger through absorption process between Pampa Energía, as absorbing company, and Pampa Cogeneración S.A. and PHA, as absorbed companies.
This reorganization process, effective since April 1, 2020, will result in Pampa Energía holding the 40% stake of CIESA currently owned by PHA.
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.
Repurchase of Shares
On May 9, 2018, our Board of Directors approved a first program for the acquisition of our Shares in the market (the “First Share Repurchase Program”).
programs. For additional information of such programs, please see “Item 16.E16E. Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers.”
As of December 31, 2020,2021, we had 41,734,225 treasury shares, representing 5.26%5.25% of the total share capital. The acquisition cost of the same in the market amounted to Ps. 3,71510,924 million (together with the trading premium on treasury stock of Ps. 1,078v3,169 million) which, in accordance with the provisions of Title IV, Chapter III, article 3.11.c) and e) of the CNV’s Rules, restricts the amount of the realized and liquid gains mentioned above that we may distribute to our shareholders.
B. Related Party Transactions
Transactions with related parties are carried out in the ordinary course of business according to common practices and in accordance with applicable laws and regulations.
SATFO
Pampa Energía is our technical operator, according to the approval of ENARGAS in June 2004, and subject to the terms and conditions of the SATFO which provides that Pampa Energía is in charge of providing services related to the operation and maintenance of the natural gas transportation system and related facilities and equipment, to ensure that the performance of the system is in conformity with international standards and in compliance with certain environmental standards. Pursuant to this agreement, Pampa Energía, also provides financial advice to us. For these services, we pay a fixed annual amount or a monthly fee based on a percentage of our operating income, the higher of the before mentioned. At the Shareholders Meeting held on October 17, 2019, certain modifications to the amount and term of this agreement were approved. For additional information see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Technical Assistance Services Agreement.”
Commercial transactions
In the normal course of business, we carry out transactions with related parties of the following nature:
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 servicesOther 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 “Santa Fe Work”).
On October 27, 2017, tgs - SACDE UT executed the corresponding work contract with the former MINEM. UT will continue to exist until its purpose has been fulfilled, that is, once the work involved in the Santa Fe Work and until the end of the warranty period, set at 18 months from the provisional reception.
In addition, we have entered into a UT operation with SACDE through which work related to the construction of the Regional II - Recreo / Rafaela / Sunchales Gas Pipeline will be carried out. Construction works are still in progress.
Leasing with Pampa Energía
On August 11, 2016, we entered into a financial lease with Pampa Energía. The term of the agreement is for 10 years and it determines that during 9nine years and 11 months we will pay Pampa Energía a monthly fee of U.S.$US$623,457, before taxes. A purchase option is established on the leased property in our favor to be exercised within 30 days prior to the termination of the agreement.
The objective of this financial lease was to finance the acquisition of property, plant and equipment located in the Río Neuquén hydrocarbon area for a net book value of Ps.1,953.2Ps. 3,716 million, which allowed us to expand our midstream services provided in that area.
The details of significant transactions with related parties as of December 31, 2020,2022, are as follows:
| Revenues | Revenues | Costs | Financial results | 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 | Interests expenses | Natural Gas Transportation | Production and commercialization of Liquids | Other Services | Gas purchase and others | Compensa -tion for technical assistance | Revenues for administrat ive services | Commercialization expenses | Interests expenses | Interest income / fair value results | ||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands of pesos) | (in thousands of pesos) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CIESA | - | - | - | - | - | 140 | - | - | - | - | - | - | 162 | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Associate which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company which exercises joint control on the controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pampa Energía | 841,274 | 1,049,966 | 614,644 | 160,067 | 1,430,462 | - | 242,337 | 1,471,413 | 3,583,230 | 3,972,829 | 5,826,231 | 3,067,198 | - | - | 382,649 | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Associate with significant influence: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| tgs´ associates which exercises significant influence on the controlling shareholder: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Link | - | - | 19,562 | - | - | - | - | - | - | 46,750 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other related companies: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oleoductos del Valle S.A. | 25,768 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pampa Comercializadora S.A. | 112,774 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SACDE. | - | - | 7,203 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comercializadora e inversora S.A. | 298,568 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transener S.A. | - | - | 417 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CT Barragan | 2,475 | - | 8,934 | - | - | - | - | - | - | 17,459 | - | - | - | - | - | 96,408 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Transener S.A. | - | - | 352 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Central Piedra Buena S.A. | 1,745 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Experta ART | - | - | - | 25,429 | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fundación tgs | - | - | - | - | - | - | 31,059 | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 984,036 | 1,049,966 | 643,492 | 185,496 | 1,430,462 | 140 | 242,337 | 1,769,981 | 3,583,230 | 4,044,658 | 5,826,231 | 3,067,198 | 162 | 31,059 | 382,649 | 96,408 | ||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2022, we have a balance of Ps. 2,571 million corresponding to dollar linked notes issued by CT Barragán S.A. that accrue an annual rate of 4% over the exchange rate established in BCRA Communication “A” 3500 and that amortize the total principal on June 4, 2023.
Additionally, during the yearsyear ended December 31, 2020 and 2019, we2022, the Company received from SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A., construction engineering services for Ps. 481,065 and Ps. 2,350,271, respectively,3,319 million which are capitalizedactivated within the facilities relatedbalance of advances to the Vaca Muerta Projects.suppliers.
For additional information regarding revenues, costs, and outstanding balances relating to transactions with related parties as of and for the year ended December 31, 2020,2022, see Note 21 to our Financial Statements included in this Annual Report on Form 20-F.
C. Interests of Experts and Counsel
Not applicable.
| Item 8. | Financial Information |
A. Consolidated Statements and Other Financial Information
Our Financial Statements, which are set forth in the index to Financial Statements in Item 18, are filed as part of this Annual Report.
For additional information regarding our exports, see “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.Commercialization.”
In addition to the matters discussed below, we are a party to certain lawsuits and administrative proceedings arising in the ordinary course of business. Although no assurances can be given, we believe we have meritorious defenses, which we will assert vigorously to challenge all claims, and that possible liabilities from these claims will not have a material adverse effect on our consolidated financial position or results of operations.
We have interpretative differences with several provinces regarding the liquidation of the turnover tax calculated on the natural gas used by us as fuel to render our transportation services. Several lawsuits have been initiated against us, which were concluded in a manner adverse to us.
As of December 31, 20202022 and 2019,2021, we recorded a provision of Ps. 7641,657 million and Ps. 7012,211 million, respectively, in respect of this claim under the line item “Provisions,” which amounts were determined in accordance with the estimations of tax and interests, that would be payable as of such date.
If our position regarding the turnover tax claims mentioned above fails and the turnover tax has to be paid, we are entitled to recover this amount by a transportation tariff increase as set forth in the License. However, there can be no guarantee that such tariff increase would be granted, notwithstanding the terms of the License.
On April 11, 2012, we filed a judicial action before the National Court of First Instance in the Federal Administrative Litigation Court No. 1 (the “Court”) in order to obtain the declaration of invalidity of Decree No. 2,067/08 and the Gas Charge Resolutions as well as the declaration of unconstitutionality of the Natural Gas Processing Charge. As of the date of this Annual Report, the case is pending judgment.
On July 5, 2012, the Court issued in our favor a precautionary measure that suspended the charge on the terms set forth in the Gas Charge Resolutions. This decision was appealed in different opportunities by the Government and as a result the term of the precautionary measure was limited to six months. However, at the end of such term, we were entitled to obtain a new precautionary measure for a similar period.
The National Court of Appeals in Contentious Administrative rejected the extraordinary appeal filed by the Government against the judgment of that court that confirmed the rejection made by the Court at the request of ENARGAS to declare abstract the legal action initiated by us in accordance with the precedent “Alliance” issued by the Supreme Court in December 2014.
On March 26, 2019, we were served notice of the first instance judgment rendered in the proceedings, which upholds the legal action filed by us and declares the unconstitutionality of Executive Decree No. 2,067/08, MPFIPyS Resolution No. 1451/08 and the Gas Charge Resolutions, as well as of any other act aimed at enforcing the Executive Decree No. 2067/08, and therefore declare invalid said regulations. On March 29, 2019, the National SecretariatSecretary of Energy appealed the judgment, which was granted on April 3, 2019. On October 29, 2019, the judge resolved to extend the injunction (“medida cautelar”) (which prevents the Government from requiring us to pay the charges for the period between November 2011 and March 2016) until April 29, 2020 or until the award becomes final, whichever occurs first. The injunction has been extended until JuneJuly 1, 2021. As of the date of this Annual Report, the case is pending judgment by the National Court of Appeals in Contentious Administrative.
Our management believes we have sufficient valid arguments to defend our position, and thus, we have not recorded any liability from the charge for natural gas consumptions from the date of obtaining the injunction until April 1, 2016, and of the effective date of Resolution 28.
On October 9, 2008, we signed the 2008 Transitional Agreement with UNIREN that contemplated a tariff increase of 20%, applicable as of September 1, 2008. On December 3, 2009, the Executive Branch ratified this transitional agreement through Decree No. 1,918/09. By means of this decree,May 14, 2021, we were ablenotified of the judgment handed down by Chamber I of the Chamber in Administrative Litigation that (i) has revoked the decision of the First Instance Judge and (ii) has imposed the costs in both instances in the order caused. tgs considers that it possesses reasonable arguments to billdefend his position on the tariff increase to our clients as long as ENARGAS publishedsubstantive question raised and, for that reason, he appealed the new tariffs schedule and setruling of the methodology to bill retroactively. Ultimately, this administrative act did not become effective and thereforeChamber in September 2010,Administrative Litigation.
On June 4, 2021, we filed an acción de amparo (a summary proceeding to guarantee constitutional rights). Due toextraordinary federal appeal against the passage of time since the enactment of Decree No. 1,918/09, on December 16, 2010, our Board of Directors resolved to discontinue the recognitionsentence of the tariff increase revenueChamber, which was answered by ENARGAS and to reverse the receivableGovernment and was granted by the Court of Appeals itself on July 14, 2021, on the understanding that “At stake is the interpretation and scope of regulations of an unquestionable federal nature, such as Decree 2067/08 and MINPLAN Resolution No. 1451/2008, ENARGAS Resolutions No. 1982/11 and 1991/11, as well as articles 53 and 54 of Law 26,784”.
By virtue of the tariff increase revenue already accruedprecautionary measure issued, and its 12 extensions obtained, as well as the favorable ruling obtained in the year ended December 31, 2009. The reversalfirst instance, the existence of favorable precedents issued by the tariff increase does not imply any waiver of our rights resulting from Decree No. 1,918/09.
This resolution has annulled the acts that determined the value of the charge established by Decree 2067, for which as from April 1, 2016, ENARGAS and the body in charge of the collection thereof have ceased to collect the increase established by the reversalResolutions.
Regarding the last extension of the tariff increase credit mentioned above. The total amount claimedprecautionary measure, expired on July 1, 2021, tgs has not required a new extension, by us amounted to Ps.433.3 million plus compensatory interests. Our claim was not heard after three months, so on October 9, 2013, we filed an appeal before the Federal Tax Bureau. On June 6, 2017, the Tax Courtvirtue of the Nation rejected the claim for recovery filed by us. This resolution was appealed by us before the Appellate Court for Administrative Proceedings (Cámara Nacional de Apelaciones en lo Contencioso Administrativo Federal).
Given the complex procedural instance, the nature of charge 2067, the background presented in this and revoked the judgment of first instance, with costs to the defeated defendant. On May 23, 2019, the Treasury filed an extraordinary appeal - which was granted on September 26, 2019, in relation to the interpretation of the federal norms at stake in the case, but was deniedother legal cases initiated against charge 2067, as to the arbitrariness of judgment - and then complaint appeal. As of the date of issuance of this Annual Report, it is not possible to make a definitive quantification of the amount that should be paid by tgs in case is being resolved byof not obtaining a favorable ruling from the Supreme Court, of Justicewhile an eventual demand for payment in the current circumstances may be challenged and questioned by us in the framework of the Nation.corresponding administrative and judicial instances, where the amount of the charge that tgs may eventually be required to pay may be debated.
Turnover tax withholding in the Province |
The Company was notified by ARBA regarding the “ARBA”)initiation of various determinative procedures in which tgs is claimed for a total of Ps.4.9Ps. 4.9 million (without fine or interest) for our alleged omissionsthe omission as agent of withholding and collection agent of the turnover tax corresponding to the period July 2009 - June 2011. We submittedGiven this determination, the Company presented to ARBA various elements of evidence that support our claim ofallow reducing substantially the amount claimed substantially.claimed. As of the date of this Annual Report,issuance of these consolidated financial statements, the Tax Court has not resolved the issue.
In March 2017, wetgs partially canceled the debt claimed by ARBA, paying Ps.2.9Ps. 2.9 million by adhering(stated in its original value) through the adhesion to the payment plans offered by the Province of Buenos Aires through Law No. 14,890. Adherence to these payment plans allowed partial cancellation of compensatory interest and all fines and charges claimed by ARBA.
As of the date of this Annual Report,the issuance of these Consolidated Financial Statements, only two files remain pending resolution in relation to ourthe alleged failure of tgs to act as withholding and collection agent during 2009 and 2010. Our managementThe Company’s Management considers that it has sufficient arguments to assert its defense so as of December 31, 2022 and 2021 and no provisions have been recorded in our financial statements in connection withfor this proceeding.concept.
Below is a description of certain other litigation in which we are involved. No assurances can be provided as to the outcome of these proceedings.
We are subject to extensive environmental regulations in Argentina. Our management believes that our current operations are in material compliance with applicable environmental requirements, as currently interpreted and enforced. We have not incurred in material environmental liabilities as a result of our operations to date. As of December 31, 2020 and 2019,2022, the total amount of these provisions amounted to Ps.22 million and Ps. nil million, respectively.58,5 million.
In addition to the matters discussed above, we are a party to certain lawsuits and administrative proceedings which involve taxation, labor claims, social security, administrative and others arising in the ordinary course of business. Our management and our legal advisors estimate that the outcome of these differences will not have significant adverse effects on our financial position or results of operations. As of December 31, 20202022 and 2019,2021, the total amount of these provisions amounted to Ps.74Ps. 77 million and Ps.101Ps. 221 million, respectively.
According to Argentina’s General Companies Act, dividends may be lawfully declared and paid only out of retained earnings reflected in the financial statements that have been approved by shareholders, if losses for prior fiscal years have been absorbed, if the applicable payment has been expressly approved by our shareholders and applicable legal reserves have been created, as described below.
To that effect, every year our Board of Directors must submit our financial statements for the immediately preceding fiscal year, together with reports thereon by our statutory committee (“Statutory Committee”), for the consideration and approval of the shareholders at the General Annual Shareholders’ Meeting which must approve our annual financial statements and determine the allocation of net income for such year, within four months of the close of the fiscal year, that is, for tgs before April 30 of each year. Pursuant to the General Companies Act and the CNV Rules, we are required to allocate a legal reserve (“Legal Reserve”) equal to at least 5% of each year’s net income (as long as there are no losses for prior fiscal years pending to be absorbed) until the aggregate amount of such Legal Reserve equals 20% of the sum of (i) “common stock nominal value” plus (ii) “inflation adjustment to common stock,” as shown in our consolidated statement of changes in equity. If there are any losses pending to be absorbed from prior fiscal years, such 5% should be calculated on any excess of the net income over such losses, if any. Dividends may not be paid if the Legal Reserve has been impaired, nor until it has been fully replenished. The Legal Reserve is not available for distribution as a dividend.
Pursuant to our Bylaws, after the allocation to the Legal Reserve has been made, an amount will be allocated to pay dividends on preferred stock, if any, and an amount equal to 0.25% of the net income for the year will be allocated to pay the statutory employee profit-sharing. The balance of the retained earnings for the year may be distributed as dividends on common stock or retained as a voluntary reserve, as determined at the General Annual Shareholders’ Meeting. For information on dividend taxation, see “Item 10. Additional Information—E. Taxation.”
In addition, under the General Companies Act, our shareholders may establish additional voluntary reserves from time to time and for different purposes. Once established, the terms and conditions of any voluntary reserve cannot be changed without the prior approval of the shareholders.
In our Board of Directors meeting held on December 18, 2019, the Board approved a written dividend policy. This policy provides that in making its evaluation, our Board of Directors should consider our financial results, our liquidity, our future financing needs and other information, including economic and financial projections for both our and the economy as a whole. Each year, our Board evaluates whether to submit a distribution proposal to the shareholders’ meeting.
Nevertheless, there are a number of restrictions that limit our ability to distribute dividends, including:
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.” |
Further, our ability to make dividend payments may be limited by covenants in our existing debt instruments or in debt instruments we enter into in the future, and by our subsidiaries’ ability to generate income and cash flows to pay dividends to us. In particular, under the indenture dated May 2, 2018 (the “2018 Notes Indenture”), entered into with 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 our class 2, 6.750% senior notes due 2025 (the “2018 Notes”), we may pay dividends as long as immediately after giving effect to such dividend payment we are able to incur at least US$1.00 (other than “Permitted Indebtedness” as defined in the 2018 Notes Indenture) under the limitation of debt covenant of the 2018 Notes Indenture. To incur debt (other than Permitted Indebtedness), the 2018 Notes Indenture requires that (i) no default exists under the 2018 Notes Indenture at the time of such incurrence and (ii) (a) the Consolidated Coverage Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated adjusted EBITDA to our consolidated interest expense) would be greater than or equal to 2.0:1.0; and (b) the Consolidated Debt Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated total indebtedness to our consolidated adjusted EBITDA) would be less than or equal to 3.50:1.0. See “Item 10. Additional Information—C. Material Contracts—Debt Obligations.”
Moreover, per CNV Rules the amounts subject to distribution are restricted up to the acquisition cost 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.”
accounts balance as discussed elsewhere herein.For additional information regarding dividend payments during 2020,payment restrictions see “Item 3. Key Information—A. Selected Financial Data—Dividends.D. Risk Factors—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. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.”
A summary of the dividends declared and paid during the five most recent fiscal years is set forth below:
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) | |||||||||||||||
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 | - | - | - | - | - | |||||||||||||||
2022 | - | - | - | - | - | |||||||||||||||
(1) | Stated in Ps.at Current Currency. |
| (2) | Stated in U.S. dollars translated from pesos at the exchange rate in effect on the payment date. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
The General Annual Shareholders’ Meeting held on April 19, 2023 approved to allocate Ps.1,967 million to the Legal Reserve and to allocate Ps. 185,004 million to the “Reserve for capital expenditures, acquisition of treasury shares and/or dividends” (the “2023 Reserve”) and to delegate to the Board of Directors the decision to use the 2023 Reserve to make investments, distribute dividends or repurchase stock. The amount of the 2023 Reserve will be restated in constant pesos at any given time pursuant to CNV Resolution No. 777/2018. To determine the maximum distributable amount out of the 2023 Reserve, the restated amount of the stock that has actually been repurchased and the additional paid-up capital must be determined in advance, since an amount equal to such stock already repurchased cannot be released to shareholders pursuant to the provisions of the CNV Rules.
B. Significant Changes
No undisclosed significant change has occurred since the date of our Financial Statements.
| Item 9. | The Offer and Listing |
A. Offer and Listing Details
Not Applicable.
B. Plan of Distribution
Not Applicable.
C. Markets
The Argentine Securities Market. In Argentina, the oldest and largest exchange is the Buenos Aires Stock Exchange (“BASE”), founded in 1854. The BASE was the exchange on which the majority of equity trades in Argentina were executed. BYMA is the result of an alliance between BASE and Mercado de Valores de Buenos Aires S.A. (“MERVAL”), dated 2013. From April 17, 2017 all the shares previously listed in the MERVAL were transferred to BYMA without any further consequence for listed companies.
As of December 31, 2020,2022, the market capitalization of shares of the 89 domestic companies (excluding mutual funds) listed on the BASE was Ps. 2,815 billion. .US$ 28,468 million.
Securities may also be listed and traded through over-the-counter market brokers who are linked to an electronic reporting system. The activities of such brokers are controlled and regulated by the Mercado Abierto Electrónico S.A. (the “MAE”), an electronic over-the-counter market reporting system that functions independently from the BYMA. Under an agreement between the BASE and the MAE, trading in equity and equity-related securities is conducted exclusively on the BASE (now BYMA) and trading in corporate debt securities is conducted on both the MERVAL/BASE (now BYMA) and the MAE. Trading in Government securities, which are not covered by the agreement, may be conducted on either or both of the BYMA and the MAE. The agreement does not extend to other Argentine exchanges.
Changes to the legal framework of securities trading have been introduced, permitting issuance and trading of new, non-bank financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds, futures and options. The Government deregulated brokerage fees and eliminated transfer and stamp taxes on securities transactions in November 1991.
The Capital Markets Law, enacted in December 2012, sets out the rules to govern capital markets, its players, and the securities traded therein subject to the CNV regulation and monitoring. On May 9, 2018, the Argentine Congress approved the Act on Productive Financing No. 27,440, which introduces significant reforms to the Capital Markets Law, the Law on Common Investment Funds No. 24,083, the Argentine Law No. 23,576, as amended by Argentine Law No. 23,962 (the “Negotiable Obligations Law”), and other regulations, with the objective of promoting the development of the local capital market. Among other items, the new law seeks to broaden the base of investors and companies that can participate in the capital market, promoting productive financing, especially with respect to micro, small and medium enterprises, creating a regime that promotes and facilitates their access to financing. Likewise, this law provides for the modification of certain tax provisions, tax regulations, regulations related to derivative instruments and a program for the promotion of financial inclusion. The reforms also establish some limitations to the powers granted to the CNV by the Capital Markets Law.
The Capital Markets Law provides rules and provisions guided by the following goals and principles:
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.
The CNV is a self-administered agency of the Government with jurisdiction covering the territory of Argentina, governed by the provisions contained in the Capital Markets Law and the CNV Rules, among other related statutory regulations. The relationship of the CNV and the Argentine Executive Branch is maintained through the Ministry of Finance, which shall hear any appeals filed against decisions made by the CNV, notwithstanding any other legal actions and remedies contemplated in the Capital Markets Law.
The CNV supervises and regulates the authorized markets in which the securities and the collective investment products are traded, the corporations authorized in the public offer regime, and all the other players authorized to operate in the public offer regime, as the registered agents, the trading agents, the financial advisors, the underwriters and distributors, the brokers, the settlement and clearing agents, the managers of collective investment products, the custodians of collective investment products, the collective depositories, and the risk rating agencies, among others.
The BYMA. Pursuant to the Capital Markets Law, the CNV has authorized nine stock markets since September 2014. BYMA is a private entity whose stock capital is composed of publicly traded shares. On December 29, 2016, BYMA was authorized by CNV as a market, Registry No. 639. BYMA’s main functions comprise trading as well as performing as a Clearing House and Central Counterparty (CCP) in the settlement and monitoring of transactions carried out through its trading systems.
BYMA’s main functions under the Capital Markets Law are as follows:
issue regulations that allow stock brokers and brokerage firms authorized by the CNV to perform their duties;
authorize, suspend and cancel the listing and/or trading of negotiable securities pursuant to the provisions set forth in its bylaws;
issue regulations that ensure veracity in the record of prices and trades;
issue the regulations and policies deemed necessary to ensure transparency in the trades conducted by member stock brokers;
fix the margins that member brokers are to comply with for each type of trade BYMA guarantees; and
set up arbitration tribunals.
These powers may be exercised by BYMA or delegated, in whole or in part, to other qualified entities. Accordingly, BYMA has entered into an agreement with BASE to enforce items b) and f), due to the fact that BASE has been authorized to operate as a qualified entity, pursuant to Capital Markets Law.
New York Stock Exchange. The ADSs, each representing five Class B Shares, are listed on the NYSE under the trading symbol “TGS.” The ADSs began trading on the NYSE in November 1994, and have been issued by the Depositary.
According to data provided by the Depositary, as of March 31, 2021,2023, there were 19,330,54117,488,257 ADSs outstanding. Such ADSs represented approximately 12.17%11.01% of the total number of issued and outstanding Class B Shares as of such date.
Market Capitalization. Investors in the Argentine securities market are primarily individuals, companies and institutional investors consisting of a limited number of mutual funds.
177
2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||
Market capitalization (Ps. in billions)(1) | 4,512 | 6,877 | 10,786 | 2,409 | 2,844 | |||||||||||||||
Market capitalization domestic companies (Ps. in billions) (1) | 1,011 | 2,061 | 1,804 | 2,358 | 2,815 | |||||||||||||||
| Market capitalization / GDP (%) | 11.3 | 17.6 | 10.8 | 9.4 | 10.4 | |||||||||||||||
| Number of listed companies | 101 | 104 | 98 | 91 | 89 | |||||||||||||||
Not applicable.
Not applicable.
Not applicable.
| Item 10. | Additional Information |
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
Information contained in Item 14 of TGS’stgs’s Registration Statement on Form F-1 (Registration No. 33-85178) is hereby incorporated by reference.
The Ordinaryordinary and Special Shareholders Meetingspecial shareholders meeting held on April 30, 2014, approved certain amendments of our by-laws.bylaws. The purpose of these amendments was to provide our administration with greater flexibility to manage as well as adapt the By-lawsBylaws to the requirements of the Capital Markets Law. Below you will find a description of the amendments to our By-laws:Bylaws:
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 By-laws,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.” |
The amended By-lawsBylaws approved by the 2014 Shareholders’ Meeting held on April 30, 2014, were filed with our Annual Report on Form 20-F for the fiscal year ended December 31, 2015, and are incorporated by reference in this Annual Report as Exhibit 1.2.
The 2017 Shareholders’ Meeting amended our By-lawsBylaws in order to: (i) expand our corporate purpose in order to incorporate the development of complementary, accessory, related and / or derived activities of natural gas transportation, such as the generation and sale of electricity and the provision of other services for the hydrocarbons sector in general, and (ii) allow the creation of an Executive Committee of the Board of Directors under the terms of Article 269 of the General Companies Act. The purpose of these amendments is to provide management with greater flexibility in decision-making. In relation to compliance with the regulatory requirements, this modification has not received comments from ENARGAS, as informed by a note from ENARGAS dated April 25, 2017, nor from the CNV, which has accepted this amendment through a note dated April 18, 2017.
On July 14, 2017, through the issuance of Resolution No. 18,852, the CNV approved the amendment to our By-laws,Bylaws, which was approved by the General Inspection of Justice on July, 25, 2017. Such amendment to our By-lawsBylaws was filed with the SEC pursuant to current report on Form 6-K, dated April 12, 2017 (Commission File No. 1-13.396), and are incorporated by reference in this Annual Report as Exhibit 1.2.
The 2021 Shareholders’ Meeting amended our By-lawsBylaws in order to let shareholders meetings may be duly convened remotely. The CNV approved the amendment to our By-laws, which was approved by the General Inspection of Justice on November 19,2021.
General Resolution No. 830/2020 of the CNV — Remote meetings
As a result of the COVID pandemic and the social distancing measures set forth in Decree No. 297/2020, on April 3, 2020, the CNV issued General Resolution No. 830 (“Resolution 830”), to the effect that:
During the period in which the curfews and other transit restrictions remain in effect as a result of the state of health emergency resulting from the COVID pandemic, shareholders and directors meetings may be duly convened remotely, even in the cases in which the By-lawsBylaws or other organizational documents do not expressly provide so if: (i) all shareholders or directors as applicable, are able to participate and cast a vote; (ii) the means of communication allow the simultaneous transmission of sound, images and sound during the entire meeting, and (iii) the applicable call notice shall clearly inform the access mechanism, procedures and other details for shareholders or directors, as applicable, to participate in the applicable meeting. In addition, issuers are required to keep a digital copy of record of the meeting for a period of five years, which shall be available to any shareholder who requests it. The issuer’s audit body shall be required to verify that at all times the meeting is conducted in accordance with applicable procedures set forth in the organization documents of the issuer and Argentine laws.
C. Material Contracts
Debt Obligations
2018 Notes
On May 2, 2018, we issued the 2018 Notes in the aggregate principal amount of U.S.$US$500 million, the proceeds of which were used to redeem all of our then outstanding 9.625% of the 2014 Notes pursuant to (i) a tender offer to purchase for cash (the “Tender Offer”) any and all of our 2014 Notes launched on April 19, 2018, which expired on April 26, 2018, and (ii) the optional redemption provisions of the 2014 Indenture. On April 27, 2018, U.S.$US$80,083,898.25 in aggregate principal amount of the 2014 Notes (or approximately 41.80% of the 2014 Notes then outstanding), were redeemed pursuant to the Tender Offer and the remaining 2014 Notes were redeemed on May 2, 2018 pursuant to the provisions of the 2014 Indenture.
The 2018 Notes were issued pursuant to the program, which provides for the issuance of up to a maximum principal amount of U.S.$700US$1,200 million in notes, and was authorized by resolutions of an Extraordinary Shareholders’ Meetingextraordinary shareholders’ meeting dated April 25, 2013 and April 13, 2017, and by resolutions of our Board of Directors adopted on July 23, 2013, December 23, 2013 and June 29, 2017. The program was also authorized by the CNV by Resolution No. 17,262 dated January 3, 2014 and Resolution No. 18,938 dated September 15, 2017.
The scheduled maturity date of the 2018 Notes is May 2, 2025. The 2018 Notes accrue interest at an annual fixed rate of 6.750%, payable semiannually.
We are also permitted to redeem the 2018 Notes in whole, but not in part, at a price equal to 100% of the principal amount outstanding if, as a result of any change in, or amendment to, the laws or regulations of Argentina or any governmental authority thereof or therein having power to tax or as a result of any change in the application or official interpretation of such laws or regulations, we become obligated to pay additional amounts with respect to the 2018 Notes and cannot avoid such obligation by taking reasonable measures available to us.
In the event that the Republic of Argentina, directly or indirectly, through any one or more controlled entities, as a result of a condemnation, nationalization, confiscation, seizure, compulsory acquisition, expropriation or otherwise under power of eminent domain becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of at least 51% of our outstanding shares with voting power, holders of the 2018 Notes are entitled to require us to purchase all or a portion of the 2018 Notes at a price in cash equal to 101% of the principal amount of the 2018 Notes so purchased. The 2018 Notes are general, direct, unsecured and unsubordinated obligations and rank at all times pari passu in all respects, without any preference among themselves, with all of our other present and future unsecured and unsubordinated obligations, other than obligations preferred by statute or by operation of law.
Covenants
We are subject to several restrictive covenants under the terms of the 2018 Notes, which include, among others, the following:
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 makemaking 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.$US$1.00 of additional indebtedness pursuant to the limitation on indebtedness covenant;
limitations on our and our subsidiaries’ ability to enter into sale-leaseback transactions;
limitations on our and our subsidiaries’ ability to enter into a transaction with an affiliate, unless such transaction is on terms that are not materially less favorable to us or our subsidiary than we or such subsidiary would obtain in a comparable arm’s-length transaction with a non-affiliate;
a limitation on our and our subsidiaries’ ability to sell our assets; and
a limitation on our and our subsidiaries’ ability to enter into a merger, consolidation or similar transaction.
Events of Default
The 2018 Notes include the following events of default, among others:
default in the payment of principal, interest or any other amount due under the terms of the 2018 Notes after a specified grace period with respect to payments other than principal;
breach of obligations contained in the 2018 Notes after a specified cure period;
cross-default and cross-acceleration with respect to other debt obligations with an aggregate principal amount equal to or exceeding U.S.$US$50 million;
the occurrence of certain bankruptcy events or enforcement proceedings;
enforcement of monetary judgments exceeding U.S.$US$50 million; and
the occurrence of certain material adverse events with respect to our License, such as the revocation, suspension for a period of greater than 180 days or termination of the License.
Financial Lease with Pampa Energía
On August 11, 2016, we entered into a financial lease agreement with Pampa Energía. Starting on such date and for a term of nine years and 11 months (the “Leasing Payment Term”), Pampa Energía is leasing to us certain assets for a book value as of December 31, 20202022 of Ps. 1,953Ps.3,716 million, which we utilize in our other servicesOther Services business segment. Monthly lease payments to Pampa Energía amount to U.S.$US$0.6 million, before taxes.
Within 30 days of the expiration date of the Leasing Payment Term, we may exercise the option to purchase the assets leased to us under the agreement. The purchase option price will be equivalent to U.S.$US$0.6 million before taxes.
For additional information, see Note 13 to our Financial Statements included under “Item 18. Financial Statements.”
D. Exchange Controls
The following is a description of the main BCRA regulations concerning inflows and outflows of funds in Argentina. For further information regarding the full scope of current foreign exchange restrictions and control regulations, investors should seek advice from their legal advisors and refer to the applicable rules mentioned in the Annual Report, which are available at the website of the Argentine Ministry of Economy and Public Finance:Economy: https://www.argentina.gob.ar/hacienda and https://www.minfinanzas.gob.ar/, or the website of the BCRA: www.bcra.gov.ar. None of the information contained on either website is deemed to be incorporated by reference into this Annual Report.
On September 1, 2019, the Argentine government issued Decree No. 609/2019, pursuant to which foreign exchange controls were temporarily imposed until December 31, 2019. On January 3, 2020, the Argentine government issued Decree No. 91/2019, which permanently extended the foreign exchange controls that expired on December 31, 2019. A consolidated text of the currently applicable exchange control regulations can be found in Communication “A” 6,844/2019, as amended, issued by the Central Bank on December 6, 2019. On December 27, 2019 and December 30, 2019, the Central Bank issued Communications “A” 6,854/2019 and “A” 6,856/2019, respectively, pursuant to which the exchange control regulations found in Communication “A” 6,844/2019 remain effective after December 31, 2019. A brief summary of the exchange control regulations in force as of the date of this Annual Report is set forth below.
Exports of Goods
Exporters of goods must repatriate, and settle in pesos through the foreign exchange market, the proceeds from exports cleared through customs after September 2, 2019. For operations with related parties and exports of certain goods, the regulations provide that exporters have 15 days from the time the export cleared customs, to settle the proceeds from such exports (i.e., convert the proceeds from the exports from foreign currently into Argentine pesos) in the foreign exchange market. For all other transactions, exporters have 180 days from the date the export cleared customs, to settle the proceeds from such exports in the foreign exchange market.
Moreover, through Communication “A” 6844, the BCRA reinstated the export proceeds monitoring system, setting forth rules governing such monitoring process and exceptions thereof. Exporters will need to appoint a financial entity in charge of monitoring compliance with the aforementioned obligations.
The regulations authorize the application of export proceeds to the repayment of: (i) pre-export financings and export financings granted or guaranteed by local financial entities; (ii) foreign pre-export financings and export advances settled in the MULC, provided that the relevant transactions were entered into through public deeds or public registries; (iii) financings granted by local financial entities to foreign importers; and (iv) financial indebtedness under contracts executed prior to August 31, 2019 providing for cancellation thereof through the application abroad of export proceeds. The application of export proceeds to the repayment of other indebtedness shall be subject to BCRA approval.
By means of Communication “A” 7123 dated October 1, 2020, the BCRA decided to admit the use of collections of foreign currency resulting from exports of goods and services to (i) payment of capital and interest on financial indebtedness with foreign creditors whose average life, considering payments of capital and interest services, is not less than one year; and (ii) repatriation of foreign investors’ direct investments in companies that do not control local financial entities, to the extent that the repatriation occurs after the date of completion and implementation of the investment project and, at least, one year after the entry of the capital contribution in the exchange market.
By means of Communications “A” 7570 and 7571 dated August 5, 2022, the BCRA established that, until November 30, 2022, exporters of goods may credit the amount in pesos received as consideration for the export collection settlement in a “Special Account for Exporters”, provided that they are funds obtained from any of the following transactions:
(i) export collections entered under concept code B01 or discount without recourse from a foreign entity of credits for exports of goods (concept code B03), in both cases corresponding to a destination that obtained the customs shipping complement until August 4, 2022 and provided that the exporter settles the funds obtained not less than 30 calendar days prior to the collection date originally agreed with the buyer or to the date of the credit, as the case may be;
(ii) advance collections on exports of goods (concept code B02) remitted by the buyer for a product to be shipped not less than 60 calendar days after the settlement date; or
(iii) prefinancing of exports of goods from abroad (concept code B03), the cancellation of which shall commence at least 60 calendar days after the settlement date.
For such purposes, financial entities shall open “Special Accounts for Exporters” in pesos, in which only the credits listed above shall be admitted. The balances recorded in these accounts shall be credited on a daily basis according to the evolution of the U.S. dollar - Communication “A” 3500 - on the previous business day.
Sale of Non-Financial Assets
Proceeds in foreign currency from the sale of non-financial assets must be repatriated and settled in pesos in the foreign exchange market within five business days from the date of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts.
Exports of Services
Exporters of services must repatriate, and settle in pesos through the foreign exchange market, the proceeds from their exports within five business days from the date of collection in Argentina or abroad, or the date of deposit of such amounts in foreign bank accounts.
Foreign Assets
Prior authorization from the Central Bank is required for the acquisition of foreign assets (e.g., purchase of foreign currency, among others) and for derivative transactions by Argentine companies, Argentine local governments, Argentine mutual funds, trusts and other Argentine entities. Individuals must request authorization when the value of such assets exceed USD US$200 (in the case of withdrawals from Argentine bank accounts) or USD US$100 (in the case of cash purchases) in any calendar month.
External Financial Indebtedness
Borrowers must repatriate and settle in the foreign exchange market the proceeds from financial indebtedness incurred after September 1, 2019, as a condition to be granted access to the foreign exchange market to make debt service payments thereunder. Subject to compliance with requirements set forth in the regulations, access to the foreign exchange market will be granted for the repayment of principal or interest up to three business days in advance of the due date.
Communication “A” 7,030, and its amendments, establishes the prior agreement of the Central Bank, until June 30, 2021, for the cancellation of capital services of financial debts with abroad, provided that the creditor is a related counterparty.
Additionally, Communication “A” 7,106 established the requirement, for those who register scheduled capital maturities between October 15, 2020 and March 31, 2021 with creditors that are not related counterparties, to submit to the Central Bank a detail of a refinancing plan complying with certain criteria established in the said Communication. Specifically, the Central Bank will grant access to companies for an amount less than 40% of maturities and companies must refinance the rest for a term of at least two years. This, provided that the amount for which the exchange market would be accessed for the cancellation of principal exceeds the equivalent of USD US$1,000,000 per calendar month, with some exceptions, expressly provided for by the regulation.
Finally, the Communication established that for new debt securities with a public register in the country or abroad, issued as from October 9, 2020 in the framework of the refinancing processes provided for in point 7 of Communication “A” 7106, the requirement of foreign currency settlement for the purposes of access to the foreign exchange market for the cancellation of its capital and interest services will be deemed to be fulfilled. In this way, the BCRA would be ensuring that new securities issued under these exchange processes would have access to the foreign exchange market, even if there was no foreign exchange settlement from the issue.
On the other hand, Communication “A” 7123 provided that BCRA’s prior consent to access the exchange market will not be required in the following cases:
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 2 (two)two years.
On January 6, 2021, the BCRA issued Communication "A"“A” 7196, which provided for certain relaxations to the settlement of foreign currency originated in the process of taking or refinancing debt.
On January 7, 2021, the BCRA published Communications "A"“A” 7200 and "A"“A” 7201, according to which it resolved, on the one hand, to establish that those individuals and legal entities that are considered obliged subjects must complete the "Registry“Registry of foreign exchange information of exporters and importers of goods"goods” before April 30, 2021 and, on the other hand, it established new measures to access the foreign exchange market for the import of goods defined as luxury and final goods.
On February 4, 2021, the BCRA issued Communication "A"“A” 7218, which established a new option to access the foreign exchange market to pay principal and interest services of debt securities issues with registration abroad arranged as from February 5, 2021 and that have been partially subscribed in foreign currency in the country. In order to be eligible for this possibility, the following conditions must be met: (i) the debtor proves to have registered exports prior to the issuance of the debt securities or that the funds from the placement were destined to face commitments abroad; (ii) the average life of the securities must be no less than 5five years; (iii) the first amortization is agreed to occur no earlier than three years from the issue date; (iv) the local tranche of the issue does not exceed 25% of the total issued; and (v) at the date of access all the funds integrated under the issue have been liquidated.
Communication “A” 7,030, and its amendments, establishes that prior authorization from the Central Bank shall be granted for the cancellation of capital services of financial debts abroad, provided that the creditor is a related counterparty, with limited exceptions.
Pursuant to this, the Central Bank may grant companies access to the MULC for up to 40% of any such debt, with the companies being required to refinance the outstanding 60% following certain guidelines established by the Central Bank.
Indebtedness Between Residents
Prior authorization from the Central Bank is required for the payment of foreign currency-denominated obligations between Argentine residents after September 1, 2019. However, no prior authorization is required for the payment of foreign currency-denominated obligations to Argentine financial entities, including, among others, payments made in respect of credit cards.
Access to the foreign exchange market by security trusts for principal and interest payments
Communication “A” 6844, local trusts created to guarantee principal and interest payments by resident debtors may access the MULC in order to make such payments at their scheduled maturity, to the extent that, pursuant to the current applicable regulations, the debtor would have had access to the MULC to make such payments directly. Also, subject to certain conditions, a fiduciary may access the MULC to guarantee certain capital payments and interest on financial debt abroad and anticipate access to it.
Profits and Dividends
Prior authorization from the Central Bank is required for the transfer of profits and/or dividends outside of Argentina.Argentina, unless certain requirements expressly provided for by current regulation are met.
Non-Residents
Non-residents must obtain prior authorization from the Central Bank to access the foreign exchange market to purchase foreign currency, with limited exceptions.
Reporting Regime
In all cases, access to the foreign exchange market for the payment of financial or commercial debts will be granted to the extent that such debts were disclosed in accordance with the Central Bank’s reporting regime established through Communication “A” 6,401.regime.
Outgoings
Imports of Goods and Services
Outflow of funds
Through Communication “A” 7,001, as amended by Communication “A” 7,030, the Central Bank established certain restrictions to carry out sales of securities via the settlement of foreign currency and its transfer to depository institutions abroad. In this connection, in order to carry out any outflow of funds, the entity must:
request the prior approval of the Central Bank; or
The Central Bank Communication “A” 7,030 also establishes the prior approval of the Central Bank to carry out any outflow of funds through the foreign exchange market from May 29, 2020 onwards, with some exceptions.
In addition, Communication “A” 7,030, as amended, established the prior approval of the Central Bank for certain outflow of funds through the foreign exchange market, unless the entity has an affidavit from the client stating that at the time of access to the foreign exchange market:
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 US$100,000 (with some exceptions, expressly provided for by the regulation).
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.
In addition to the above, by means of Communication “A” 7327, the Central Bank established that, as of July 12, 2021, in order for residents to be granted access to the foreign exchange market, it will be required (in addition to the preexisting conditions), that: (i) on the same day that such access is required and within the previous 90 days, such local resident has not exchanged securities for other foreign assets (in addition to the already existing requirement of not having sold securities with settlement in foreign currency or transferred them to depository institutions abroad during the same period); and (ii) for legal entities, to submit a sworn statement informing (a) a list of the persons or legal entities that directly control the client; and (b) that within the previous 90 days (or since July 12, 2021, in the event that 90 days have not yet elapsed since that date), the legal entity has not delivered in the country any funds in local currency or other liquid local assets to any of the aforementioned persons (except for those directly associated with usual transactions involving the acquisition of goods and/or services). Alternatively, the requirement set forth in (b) may be considered fulfilled if the legal entity submits a sworn statement executed by each of those persons exercising direct control stating that, during the same period, no sales of securities with settlement in foreign currency, or exchanges of securities for other external assets, or transfers thereof to depository institutions abroad, have been made.
On October 5, 2021, by means of General Resolution 907/21, a limit on the sale of securities which are denominated in U.S. dollars and issued under local law was established at the end of each week for those transactions that had a concurrence of tenders received with a priority of price and time. This limit may not exceed the amount of fifty thousand nominal values settled. Plus, it was also established as prior condition for those transactions that the orders may only be given if no sales have been made with foreign settlement in the previous 30 days, and a commit not to do so within 30 subsequent calendar days.
Securities trading
Entities authorized to operate on exchanges may not purchase securities in the secondary market with settlement in foreign currency or use holdings of their general exchange position for payments to local suppliers.
Pursuant to Communication “A” 7001, as amended by Communication “A” 7,030, the BCRA established certain restrictions to carry out sales of securities via the settlement of foreign currency and its transfer to depository institutions abroad. In this connection, in order to carry out any outflow of funds, the entity must:
Central Bank Communication “A” 7,106 established that non-residents will not be able to arrange sales of securities with settlement in foreign currency, except for sales of securities that have been acquired in Argentina with liquidation in foreign currency from September 16, 2020 and have remained in the non-resident'snon-resident’s portfolio for a period not less than a year.
On April 21, 2023, the BCRA issued Communications “A” 7746 and 7747 which provides for certain modifications to the rules of access to the MULC for the payment of services, payment of interest to related companies abroad that correspond to imports of goods and/or services and/or financial loans.
In the case of transactions with securities, the term of 90 calendar days prior and subsequent to the access to the foreign exchange market without having carried out transactions of this nature, will only apply to securities issued under Argentine law. In the remaining cases the term will be increased to 180 calendar days. This term will be considered for transactions carried out as from April 21, 2023.
On July 8, 2021, the CNV, approved General Resolution 895/2021, to increase the minimum holding periods for the settlement of securities against foreign currency and in foreign jurisdiction. Said General Resolution does not incorporate modifications for the settlement of securities against local currency.
The minimum holding period, locally known as “Parking Period”, for securities in the local custodian to be applied to the settlement of transactions in foreign currency and in foreign jurisdiction (i.e., settlement against “Dollar Cable” in a foreign account) was set to two (2) business days. This Parking Period does not apply in the case of purchases of securities with settlement in foreign currency and in a foreign jurisdiction.
In the case of sales of securities with settlement in foreign currency, but in local jurisdiction (i.e., settlement against a MEP transfer to a local account), the Parking Period remains one (1) business day. This Parking Period shall not apply in the case of purchases of securities settling in foreign currency.
The Parking Period prior to settlement against foreign currency and in foreign jurisdiction (i.e. settlement against “Dollar Cable” in a foreign account) for locally credited securities from foreign depositories (i.e. acquired from foreign agents) has also been set to two (2) business days. In the case of transactions with settlement in foreign currency and in local jurisdiction (i.e., settlement against a MEP transfer to a local account), the Parking Period remains at 1 business day.
Finally, the CNV also modified the maximum limits for weekly transactions in sovereign securities issued by the Argentine Republic for each principal sub-account in the time-priority bidding segment (BYMA), which prior to the entry into force of the General Resolution was one hundred thousand (100,000) nominal amounts (only for securities issued under local law). According to the new General Resolution, the limit was split into (i) fifty thousand (50,000) nominals for securities issued under local law, purchased with settlement in such currency and jurisdiction, and (ii) fifty thousand (50,000) nominals for securities issued under foreign law. These limits continue not to apply to wholesale transactions (MAE/SENEBI).
Nevertheless, this would not prevent non-residents from transferring abroad securities acquired in the country, and perform their sales abroad, in which case they would take into account the minimum holding term (or "parking"“parking”) mentioned below.
In addition, the above-mentioned Communication established that transactions of securities arranged abroad and securities acquired abroad may not be settled in pesos in the country.
Nevertheless, we understand that the transactions of acquiring securities in pesos in the country with funds from abroad would not be forbidden, to the extent that the transaction is not documented abroad.
Foreign Exchange Criminal Regime
Any operation that does not comply with the provisions of the foreign exchange controls is reached by the Foreign Exchange Criminal Regime.
Money Laundering
Law No. 25,246, as amended, categorizes money laundering as a crime, defining it as the exchange, transfer, management, sale or any other use of money or other assets obtained through a crime, by a person who did not take part in such original crime, with the potential result that such original assets (or new assets resulting from such original assets) appear as if obtained through legitimate means; provided that the aggregate value of the assets involved exceeds in the aggregate (through one or more related transactions) Ps.50,000.
In addition, Law No. 25,246 created a financial information unit (the “Financial Information Unit”), which is charged with the handling and the transmission of information in order to prevent the laundering of assets originating from:
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.
Law No. 25,246 assigns information and control duties to certain private sector entities, such as banks, agents, stock exchanges and insurance companies, according to the regulations of the Financial Information Unit, and for financial entities, the BCRA. These regulations apply to many Argentine companies. These obligations consist mainly of maintaining internal policies and procedures aimed at preventing money laundering and financing of terrorism, especially through the application of “know your customer” policies.
On May 8, 2005, the CNV enacted Resolution No. 554, which provides that broker-dealers and other intermediaries that are subject to its supervision can only take part in securities transactions if they are ordered or executed by parties that are registered or domiciled in jurisdictions that are not included in the list of tax havens included in Decree No. 1,344/98. Furthermore, the Resolution provides that securities transactions made by parties registered or domiciled in jurisdictions that are not included in such list, but that act as intermediaries of securities markets under the supervision of an agency similar to the CNV, are allowed only if such agency has signed a memorandum of mutual understanding with the CNV. Regarding the listed companies under the supervision of the CNV, Resolution No. 554 states that they shall identify any entity or individual (whether or not a shareholder at that time) that makes a capital contribution or a significant loan, and comply with the same obligations established in the previous paragraph for the brokers-dealers and other intermediaries.
Pursuant to Decree 360/2016, dated February 16, 2016, the Government created the “National Coordination Program for Combating Money Laundering and Terrorist Financing” within the purview of the Ministry of Justice and Human Rights. Its purpose is to rearrange, coordinate and strengthen the anti-money laundering and anti-terrorist financing system at the national level, in light of the actual risks that could impact the Argentine territory and the global requirements to be met under the scope of the obligations and international recommendations of the United Nations and Financial Action Task Force standards.
Moreover, Law No. 27,260 introduced certain tax modifications and a new regime for residents to disclose undeclared assets, and also established that the Financial Information Unit would now be within the purview of the Ministry of Economy and Finance.
On December 22, 2017, the BCRA enacted Communication “A” 6399 by means of which it abrogated item 1.3 of the regulations regarding “Anti-Money Laundering, Terrorism Financing and other illegal activities” which regulated the obligation of financial institutions and foreign exchange agencies to maintain certain databases, as of January 1, 2018.
The abrogated regulations established the obligation for financial institutions and foreign exchange agencies subject to the BCRA’s regulation to maintain databases regarding client operations.
In turn, Decree No. 27/2018, dated January 10, 2018, amended Law No. 25,246 related to the requirements imposed upon obliged subjects (“Obliged Subjects”), the management of their client’s information and the information required for “know your client” purposes. Such decree now requires Obliged Subjects to refrain from revealing any investigations carried out in compliance with Law No. 25,246 to their clients and/or any third parties.
On January 11, 2017, the Financial Information Unit published Resolution No. 4/2017, which established that special due diligence measures must be applied for identifying foreign and domestic investors (who shall comply with the requirements therein set forth to qualify as such) in the Republic of Argentina upon requesting the opening of special investment accounts. Since October 2018, the BCRA established an exchange rate band. The band in which the BCRA would not intervene was initially defined between Ps.34 and 44 per U.S. dollar, which will be adjusted upwards on a monthly basis. The BCRA will allow the free floating of the currency within this band. The intention of the BCRA is to avoid excessive fluctuations of the exchange rate.
Subsequently, the Financial Information Unit published Resolution No. 30-E/17, effective as of September 15, 2017, which repealed Resolution No. 121 and established new guidelines to be followed by financial and securities institutions in their capacity as parties legally obliged to provide financial information under the Anti-Money Laundering Law, based on the revised recommendations of the Financial Action Task Force for 2012.
These amendments facilitate compliance of the requirements imposed upon the Obliged Subjects and continue the migration of the system towards a risk-based approach.
Resolution No. 30-E/17 determines the minimum compliance elements that must be included in a system for the prevention of money laundering and terrorist financing, such as the process of customer due diligence, training programs, operations monitoring, reporting of suspicious operations and rules applicable in cases of non-compliance, among others.
The Financial Information Unit published Resolution No. 21/2018 which states that reporting parties under Resolution No. 229/2014 of the Financial Information Unit (mainly the BCRA and the CNV) must evaluate their risks and adopt measures to mitigate them, in order to prevent money laundering as efficiently as possible. Within this framework, individuals are enabled to implement reputable technological platforms which allow carrying out long-distance procedures without the need to present documentation in person.
E. Taxation
General
The following general summary of the main tax consequences in Argentina and the United States relating to the, ownership and disposition of securities issued by us is based on the tax laws of Argentina, the United States and regulations thereunder (as applicable) as in effect on the date hereof, each subject to any changes that may come into effect after such date under the Argentine and United States laws and regulations (as applicable) as may become effective subsequently to such date, possibly with retroactive effect.
Even though this summary is considered to constitute an appropriate interpretation of the effective Argentine tax laws and United States federal income tax laws as of the date hereof, no assurance may be given that the courts or tax authorities in charge of application of such laws will agree to this interpretation. Furthermore, it should be noted that there have been many changes in Argentine tax laws and United States tax laws in the past and in particular in recent years, and that such laws may be subject to restatements, revocation of exemptions, reestablishment of taxes and other changes.
Prospective investors should consult their own tax advisors as to the Argentine tax consequences and United States federal income tax consequences of the purchase, ownership and disposition of our securities, including, the effect of any foreign, state or local tax laws.
Argentine Taxes
Income Tax
Law No. 27,430, enacted on December 27, 2017 and published in the Official Gazette on December 29, 2017, had introduced several amendments to Income Tax Law No. 20,628, among others, a corporate tax rate reduction in two phases. For fiscal years beginning on or after January 1, 2018 until December 31, 2019, there had been a reduction of the tax rate from 35% to 30%. Beginning on or after January 1, 2020 the tax rate would have been further reduced to 25%. Additionally, a withholding of 7% or 13% had been established for the fiscal years mentioned above, on the dividends distributed by local entities in favor of their shareholders provided they are resident individuals or undivided estates, or are foreign beneficiaries.
On June 16, 2021, Law 27,630 was enacted and published in the Official Gazette. This law increases corporate income tax rates for tax years beginning January 1, 2021, and onwards. The new law increases tax rates by replacing the fixed tax rate with a progressive tax scale. It also extends the 7% withholding tax rate currently in force to dividends from profits accrued in tax years beginning January 1, 2021, and thereafter.
Taxation on Dividends
In view of the last amendments introduced to the Income Tax Law by virtue of the Tax Reform, as of fiscal years beginning on January 1, 2018, the taxation applicable to dividends distributed from Argentine companies would be as follows, as amended by the Solidarity Law:
For Argentine individuals not registered before the Federal Administration of Public Revenues (Administració(Administración Federal de Ingresos Públicos)blicos) as payers of income tax and foreign beneficiaries, the Dividend Tax withholding will be considered as a unique and final payment. In addition, under the Tax Reform, rules are created that regulate and limit the possibility to offset gains derived from the distribution of dividends with losses generated in other operations.
If dividends are distributed to Argentine Entities as defined below, no Dividend Tax should apply.
However, Law No. 27,451, published in the Official Gazette on December 23, 2019, suspended, until fiscal years starting on January 1st, 2021, the application of the withholding tax at a 13% rate on payment of dividends and profit distribution, and reestablished the 7% rate for this withholding tax.
Capital Gains Tax
Capital gains obtained by resident individuals or undivided estates situated in Argentina from the transfersale or disposition of common shares quotas and other equity interests, titles, bonds and other securities are subject to Argentine income tax regardlessat a 15% rate on net income, unless such securities were traded in stock exchange under the supervision of the typeCNV, in which case an exemption applies.
Losses arising from the sale, exchange or other disposition of beneficiary who realizescommon shares or ADSs can be applied only to offset such capital gains arising from the gain.sale, exchange or other disposition of these securities, for a five‑year carryover period.
Foreign beneficiaries
Capital gains of Argentine source (as it is the case of both our ADSs and shares) obtained by non-Argentine individuals or non-Argentine entities from the sale, exchange or other disposition of shares are subject to income tax at a 15% rate on the net capital gain or at a 13.5% rate on the gross price at the seller’s election. Notwithstanding, Law No. 27,430 established an exemption for foreign beneficiaries participating in the sale of publicly traded shares traded in stock exchanges under the supervision of the CNV. Said Law also established an exemption for capital gains derived from the sale, exchange or other disposition of share certificates issued abroad that represent shares issued by Argentine companies (i.e. ADRs). The exemptions will apply only if the foreign beneficiaries do not reside in, and the funds do not arise from, “non-cooperating” jurisdictions for tax transparency purposes.
The sale of an equity interest in a foreign entity could represent a taxable indirect transfer of Argentine assets (including shares), if (i) the value of the Argentine assets exceed 30% of the transaction’s overall value, and (ii) the equity interest sold (in the foreign entity) exceeds 10%. The tax will also be due if any of these thresholds were met during the twelve month period prior to the sale.
The applicable rate is generally 15% on the net capital gain or at a 13.5% rate on the gross price at the seller’s election, of the proportional value that corresponds to the Argentine assets.
The indirect transfer of Argentine assets within the same economic group would also not trigger taxation, provided the requirements set by regulations have been met.
Argentine entities
Capital gains obtained in tax years beginning from January 1, 2022 by Argentine corporate entities (in general entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of foreignnon-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) (the “Argentine Entities”) derived from the sale, exchange or other disposition of shares or ADSs are subject to the following tiered structure of corporate income tax at the corporate rate on net income.rates for different brackets of earnings:
Annual taxable income (ARS) | Tax due on lower limit (ARS) | Marginal rate on the excess of the lower limit | ||
| 0 to 7.60 million | ARS 0 | 25% | ||
| Over 7.60 million to 76.04 million | ARS 1.90 million | 30% | ||
| Over 76.04 million | ARS 22.43 million | 35% |
Value Added Tax (“VAT”)
The sale, exchange or other disposition of our ADSs or common shares and the distribution of dividends are exempted from VAT.
Personal Assets Tax
Argentine entities, like us, are subject to the personal assets tax corresponding to Argentine individuals and Foreign Beneficiaries (be they legal entities or individuals) for the holding of company shares at December 31 of each year.
Pursuant to Law No. 27,541, as of December 31, 2019, the rate is 0.50% and is levied on the proportional net worth value (“valor patrimonial proporcional”proporcional”), of the shares as per the Argentine entity’s last financial statements prepared under Argentine GAAP.
Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.
Tax on Credits and Debits on Bank Accounts
Law No. 25,413, as amended and regulated by Law No. 25,453, established a tax, with certain exceptions, levied on debits and credits of any nature on bank accounts held at Argentine financial institutions, except for those specifically exempted pursuant to legal provisions and regulations thereof. The general tax rate is 0.6% for each debit and credit (although in certain cases an increased rate of 1.2% and a reduced rate of 0.075% may apply).
Certain transfers of money or cash movements through other mechanisms may also trigger application of this tax. In general, the financial institutions involved act as tax collection and tax calculation agents.
Decree No. 409/2018 established that as of January 1st, 2018, 33% of the tax paid on credits and debits levied at the 0.6% general tax rate and 1.2% tax rate, and 20% of the tax paid on transactions levied at the lesser tax rate, will be considered as a payment on account of income tax, taxes on presumed minimum income or the special contribution on cooperatives capital by the bank account holders. The exceeding amount will not be subject to compensation with other taxes or transfer in favor of third parties; however, it can be carried forward to other fiscal periods of the above-mentioned taxes.
This tax has certain exemptions; as an example, debits and credits in banking accounts opened by foreign legal entities in accordance with BCRA Communication “A” 3250 and used exclusively for the purpose of making financial investments in Argentina are exempted from this tax is accordance with section 10, paragraph s) of Decree No. 380/2001. Likewise, Law No.27,264 established that the Tax on Credits and Debits on Bank Accounts that had actually been deposited may be computed in a 100% as payment on account of the income tax by companies that are considered “micro” and “small” and in 50% by manufacturing industries considered “medium -trench 1-” under the terms of article 1 of Law No. 25,300 and its complementary regulations. In case securities’ holders receive payments in local bank checking accounts, such tax may apply.
Pursuant to Law No. 27,432, dated December 29, 2017, this tax will be applied until December 31, 2022. Moreover, according to this law, the Government may provide that the percentage of this tax that on the effective date of this law (i.e. December 30, 2017) is not computable as payment on account of income tax, it is progressively reduced by up to 20% per year as of January 1, 2018, and it can be established that, in 2022, it can be completely calculated as a payment on account of the income tax.
Turnover Tax
Turnover tax is a local tax levied on gross income earned from an activity during the year and it is applied by each provincial jurisdiction or the City of Buenos Aires. Any investors regularly engaged in activities, or presumed to be engaged in activities, in any provincial jurisdiction or in the City of Buenos Aires where they receive revenues from interest arising from holding notes, or from their sale or conveyance, could be subject to the turnover tax at rates that vary according to the specific laws of each Argentine province and of the City of Buenos Aires, unless an exemption applies.
There is a system of Collection and Control over Credits on Bank Accounts (“SIRCREB”SIRCREB”) that enables the compliance of the turnover tax collection’s regimes, applicable over the amounts credited in Argentine bank accounts. The regimes vary according to the specific laws of each Argentine province. The aliquots to apply depend on each one of the treasuries with a range that can currently reach 5%.
Buenos Aires Tax Code, Section 180(1), third paragraph, sets forth that revenues from any transaction on notes issued in accordance with Law No. 23,576, the interest collected and updates accrued and the selling price in case of a transfer, shall be exempt provided the income tax exemption is applicable.
The Province of Buenos Aires Tax Code sets forth a similar exemption in Section 207 (c), second paragraph.
Considering the autonomous authority vested in each provincial jurisdiction in connection with tax matters, any potential effects derived from these transactions must be analyzed, in addition to the tax treatment established by other provincial jurisdictions. Potential investors must consider the effects of the turnover tax and the SIRCREB regime depending on the local jurisdictions involved. Also, as certain jurisdictions have excluded the application of these regimes on certain financial transactions, holders shall verify the existence of any exclusion to these regimes in accordance with the jurisdiction involved.
Stamp Tax
The stamp tax is a local tax that is generally levied on the consummation of onerous transactions executed within a certain provincial jurisdiction or outside a certain provincial jurisdiction but with effects in such jurisdiction.
Notwithstanding the fact that the stamp tax is a local tax, for Buenos Aires City, the acts, contracts and transactions, including money delivery or receipt transactions, related to the issuance, subscription, placement and transfer of notes, issued pursuant to the Negotiable Obligations Law regime are exempted from application of this tax. This exemption shall include the creation of any real or personal guarantees in favor of investors or third-parties guaranteeing the issuance, either prior to, simultaneous with or subsequently to such issuance.
This exemption also covers security rights related to issuances. However, this exemption is forfeited if, within a 90-calendar days term, the relevant authorization is not requested for the public offering of such securities before the CNV.
The acts and/or instruments related to the trading of shares and other securities duly authorized for public offering by the CNV are exempted from application of stamp tax in the City of Buenos Aires. This exemption is also ineffective if the circumstances mentioned in the last sentence of the previous paragraph occur.
In turn, in the Province of Buenos Aires, any acts, contracts, transactions, including money delivery or receipt transactions, related to the issuance, subscription, placement and transfer of notes issued pursuant to the Negotiable Obligations Law regime and Law No. 23,962 are exempted from application of this tax. This exemption shall include the creation of any real or personal guarantees in favor of investors or third-parties guaranteeing the issuance, either prior to, simultaneous with or subsequently to such issuance.
Considering the autonomous authority vested in each provincial jurisdiction in connection with tax matters, any potential effects derived from these transactions must be analyzed, in addition to the tax treatment established by the other provincial jurisdictions. Potential investors must consider the stamp tax impact depending on the local jurisdictions involved.
Transfer Taxes
The Province of Buenos Aires passed Law No. 14,044, approved on September 23, 2009 and published in the Argentine Official Gazette on October 16, 2009, whereby it imposed a Tax on Gratuitous Transfer of Assets (“TGTA”TGTA”), effective as of January 1, 2011.
The basic aspects of the TGTA are:
TGTA is applicable to any enrichment resulting from gratuitous transfers, including: inheritances, legacies, donations anticipated, or any other event that implies a gratuitous monetary enrichment.
The tax is payable by individuals and legal entities that are beneficiaries of a gratuitous transfer of assets.
For taxpayers domiciled in the Province of Buenos Aires, the tax is levied on the total amount of the gratuitous enrichment, in respect of property situated both in and outside of the Province of Buenos Aires. Instead, for taxpayers domiciled outside of the Province of Buenos Aires, the tax is levied only on the gratuitous enrichment resulting from the transmission of assets located within the Province of Buenos Aires.
The following types of property, which may be freely transferred, are deemed situated in the Province of Buenos Aires (i) securities and shares of stock, notes, membership or equity interests and other negotiable instruments representing capital stock, issued by governmental or private entities and companies domiciled in the Province of Buenos Aires; (ii) securities, shares of stock and other negotiable instruments issued by private entities or companies domiciled in a different jurisdiction that were physically situated in the Province of Buenos Aires at the time of their transmission; and (iii) securities, shares of stock and other negotiable instruments representing capital stock or its equivalent issued by entities or companies domiciled in another jurisdiction which are also physically situated in another jurisdiction, in proportion to the issuer’s assets situated in the Province of Buenos Aires.
The gratuitous transfer of assets is exempt from tax when their aggregate value, excluding deductions, exemptions and exclusions, is equal to or lower than Ps.269,000 and it rises to Ps.1,120,000 when the transfer is done between parents, children and spouses.
Step‑up rates from 1.6026% to 8.7840% have been established, based on the degree of kinship and taxable base involved.
The Province of Entre Ríos, pursuant to provincial Law No. 10,553, dated December 13, 2017, has revoked its provincial TGTA stated by virtue of Law No. 10,197.
As for the existence of the TGTA in other provinces, potential investors must analyze the tax consequences according to the jurisdictions involved in the specific case.
Court Taxes
In the event that it becomes necessary to institute legal actions in relation to our securities before a federal court in Argentina or the courts sitting in the City of Buenos Aires, a court tax will be imposed on the amount of any claim (currently at a rate of 3.0%). Certain court and other taxes could be imposed on the amount of any claim brought before the courts of the relevant province.
Treaties to Avoid Double Taxation
Argentina has entered intosigned tax treaties to avoidfor the avoidance of double taxation with several countries (Australia,Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, México, Netherlands,Mexico, Norway, Qatar, Russia, Spain, Sweden, Switzerland, The Netherlands, United Arab Emirates, United Kingdom, and Uruguay)Uruguay (through an information exchange treaty that contains clauses for avoidance of double taxation). The agreementIn addition, Argentina has signed tax treaties with Quatar Qatar will be effective on 1/1/2022.Turkey, Luxembourg, Japan, Austria and China, but they are still pending approval by the Argentine Congress. In turn, tax treaties are being negotiated with Colombia and Israel, and amendments to the current tax treaty with France. There is currently no tax treaty in forcean agreement between Argentina and the United States on the exchange of Country-by-Country Reports, but there is no tax treaty or convention in effect between both countries. It is not clear when, if ever, a treaty will be ratified or entered into effect. As a result, the Argentine tax consequences described in this section will apply, without modification, to a holder of our common shares or ADSs that is a U.S. resident. Foreign shareholders located in certain jurisdictions with a tax treaty in force with Argentina may be exempted from the payment of the personal asset tax.
Inflow of Funds from Non‑Cooperative Jurisdictions
Non-cooperative jurisdictions are those countries or jurisdictions that do not have in force with the Government an agreement for the exchange of information on tax matters or a treaty to avoid international double taxation with a broad clause for the exchange of information. Likewise, those countries that, having an agreement of this type in force, do not effectively comply with the exchange of information will be considered non-cooperative. The aforementioned treaties and agreements must comply with international standards of transparency and exchange of information on fiscal matters to which the Argentine Republic has committed itself. After the tax reform the white list system in force was replaced by a black list system. In this system, the Executive Branch would have to prepare and update a list of the countries considered as non-cooperative based on the aforementioned criteria. As of today, the United States is considered a cooperating country.
According to the legal assumption established by Law No. 11,683 Section 18.1 as amended, incoming funds from non-cooperative jurisdictions are considered unjustified net worth increases for the local receiver.
Unjustified net worth increases are subject to the following taxes:
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.
Notwithstanding the above, the Law provides that the Federal Administration of Public Revenues can accept those funds that derived from activities genuinely performed by an Argentine taxpayer, or by a third party in said jurisdiction.
With respect to the application of the above-mentioned legal presumption on incoming funds from jurisdictions considered as low or null tax jurisdictions (defined under section 15.3 of the Argentine Income Tax Law) further clarifications are expected to be issued by the implementing decree of the Tax Reform.
THE ABOVE SUMMARY DOES NOT REPRESENT A FULL ANALYSIS OF ALL THE TAX CONSEQUENCES AND DOES NOT ADDRESS ALL OF THE ARGENTINE TAX CONSEQUENCES THAT MAY BE APPLICABLE DERIVED FROM THE OWNERSHIP OF NEGOTIABLE OBLIGATIONS. POTENTIAL HOLDERS AND BUYERS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THEIR PARTICULAR TAX CONSEQUENCES. IT DOES NOT PURPORT TO BE A COMPREHENSIVE DESCRIPTION OF ALL THE ARGENTINE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO PURCHASE, OWN OR DISPOSE OUR SHARES. IN PARTICULAR, THIS SUMMARY DOES NOT DESCRIBE ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY, MUNICIPALITY OR TAXING JURISDICTION OTHER THAN CERTAIN FEDERAL LAWS OF ARGENTINA.
United States Taxes
General. This following discussion is a summary of U.S. federal income tax consequences generally applicable to a U.S. holder (as defined below) who holds our Class B Shares or ADSs. It applies to a U.S. holder only if such holder holds our Class B Shares or ADSs as “capital assets” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) and is not a member of a special class of holders subject to special rules, including: a dealer in securities; a trader in securities that elects to use a mark-to-market method of accounting for his or her securities holdings; a tax-exempt organization; a life insurance company; a person liable for alternative minimum tax; a person that actually or constructively owns 10% or more of the voting power or value of our aggregate shares outstanding; a person that holds Class B Shares or ADSs as part of a hedging or straddle or conversion transaction; a person that purchases or sells Class B Shares or ADSs as part of a wash sale for tax purposes; a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) and partners or members therein; or a person whose functional currency is not the U.S. dollar.
This discussion is based on the Code, its legislative history, existing and proposed regulations, published rulings and court decisions, and the laws of Argentina all as currently in effect. These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Class B Shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding Class B Shares or ADSs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in Class B Shares or ADSs.
A holder is a U.S. holder if such holder is a beneficial owner of Class B Shares or ADSs and such holder is: a citizen or resident of the United States; a domestic corporation or other entity taxable as such; an estate whose income is subject to U.S. federal income tax regardless of its source; or a trust, if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a holder of ADRs evidencing ADSs will be treated as the owner of the underlying Class B Shares represented by those ADSs, and exchanges of Class B Shares for ADRs, and ADRs for Class B Shares, will not be subject to U.S. federal income tax.
This discussion does not generally address any aspects of U.S. taxation other than federal income taxation. Holders of Class B Shares or ADSs are urged to consult their tax advisors regarding the U.S. federal, state and local tax consequences of owning and disposing of the Class B Shares or ADSs in their particular circumstances.
Taxation of Dividends. Under the United States federal income tax laws, and subject to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. holder must include in his or her gross income the gross amount of any dividend that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). If the holder is a non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable at the preferential rates applicable to long-term capital gains; provided that the Class B Shares or ADSs are held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and certain other holding period requirements are met. Provided that we are not a PFIC, for the year in which a dividend is paid or the preceding taxable year, dividends that are paid with respect to the ADSs that are readily tradable on an established securities market in the United States are qualified dividend income. Under this rule, we expect that the dividends we pay with respect to the ADSs will be qualified dividend income. Because the Class B Shares are not readily tradable on an established securities market in the United States, it is unclear whether dividends paid with respect to the Class B Shares will also be qualified dividend income.
The holder must include any Argentine tax withheld from the dividend payment in this gross amount even though the holder does not in fact receive it. The holder must include the gross amount of dividends in income when the holder, in the case of Class B Shares, or the depositary, in the case of ADSs, receives the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of a holder’s basis in the Class B Shares or ADSs and thereafter as capital gain.
The amount of the dividend distribution that a holder must include in his or her income will be the U.S. dollar value of the peso payments made, determined at the spot peso/U.S. dollar rate on the date such dividend distribution is includible in such holder’s income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date a holder includes the dividend payment in income to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.
For foreign tax credit purposes, the dividend will generally be income from sources outside the United States. Dividends will, depending on the holder’s circumstances, generally be either “passive” or “general” income, for purposes of computing the foreign tax credit allowable to the holder. Subject to certain limitations, the Argentine tax withheld and paid over to Argentina will generally be creditable or deductible against your U.S. federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates.
However, it is likely that no U.S. foreign tax credit will be allowed to U.S. holders of Class B Shares or ADSs in respect of any personal property or similar tax imposed by Argentina (or any taxing authority thereof or therein) (for example, if such tax is not treated as an income tax for U.S. federal income tax purposes). The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involve the application of complex rules that depend on a U.S. holder’s particular circumstances. All U.S. holders should consult their own tax advisors regarding the creditability or deductibility of such taxes.
Taxation of Capital Gains. Subject to the PFIC rules discussed below, a U.S. holder that sells or otherwise disposes of Class B Shares or ADSs will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized and his or her tax basis (determined in U.S. dollars) in such Class B Shares or ADSs. Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than one year. The gain or loss generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes.
As discussed in the previous paragraph, it is possible that a U.S. holder who sells or purchases the Class B Shares or ADSs may be subject to Argentine tax upon such sale or acquisition. If the seller is legally liable for the tax and the seller pays this tax, then the seller should be able to claim a foreign tax credit for U.S. federal income tax purposes in an amount equal to the amount of the tax, subject to generally applicable limitations. However, because the gain from a sale or other disposition of Class B Shares or ADSs will be U.S. source income, such seller would need a sufficient amount of other foreign source income that is untaxed, or that is taxed at a tax rate that is sufficiently lower than the U.S. tax rate applicable to such seller, in order to be able to claim this foreign tax credit. Additionally, if an Argentine tax is withheld on the sale or other disposition of Class B Shares or ADSs, then the seller must include the amount of such tax withheld in the amount realized upon the sale or disposition, even though the seller does not in fact receive it. If the purchaser is legally liable for the tax, then the purchaser will likely not be entitled to receive any tax credit in the United States in respect of the payment of any such taxes.
PFIC Rules. In general, a non-U.S. corporation will be classified as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes, if either (i) 75% or more of its gross income consists of certain types of “passive” income or (ii) 50% or more of the fair market value of its assets (determined on the basis of a quarterly average) produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the shares. We do not believe that we were a PFIC for the taxable year ended December 31, 2017. We do not anticipate being a PFIC for our current taxable year, although we can make no assurances in this regard. Our status as a PFIC in any year depends on our assets and activities in that year. We have no reason to believe that our assets or activities will change in a manner that would cause us to be classified as a PFIC for the current taxable year or for any future year, however this is a factual determination that is made annually and thus may be subject to change.
If we were to be treated as a PFIC, unless a U.S. holder makes a valid election to be taxed annually on a mark-to-market basis with respect to the Class B Shares or ADSs, gain realized on the sale or other disposition of the shares or ADSs would in general not be treated as capital gain. Instead, the U.S. holder would be treated as if he had realized such gain and certain “excess distributions” ratably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, Class B Shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during the holding period of a U.S. holder. In addition, dividends received from us will not be eligible for the special tax rates applicable to qualified dividend income if we are treated as a PFIC (or are treated as a PFIC with respect to a U.S. holder) either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. Additionally, U.S. holders owning our ADSs or Class B Shares may be subject to certain reporting obligations with respect to our ADSs or Class B Shares for years in which we were a PFIC.
If we were to be treated as a PFIC, we do not intend to provide the information necessary for U.S. holders of our ADSs or Class B Shares to make “qualified electing fund,” or QEF, elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
Each U.S. holder should consult its own tax advisors concerning the U.S. federal income tax consequences of holding and disposing of our ADSs or Class B Shares if we were, are or become classified as a PFIC, including the possibility of making a mark-to-market election.
Information Reporting and Backup Withholding. Dividend payments with respect to ADSs or Class B Shares and proceeds from the sale, exchange or redemption of ADSs or Class B Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply to you, however, if you furnish a correct taxpayer identification number and make any other required certification or that are otherwise exempt from backup withholding. U.S. holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. You should consult your tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding can be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.
Individual U.S. holders and certain entities may be required to submit to the IRS certain information with respect to his or her beneficial ownership of the ADSs or Class B Shares, if such ADSs or Class B Shares are not held on his or her behalf by a financial institution. This law also imposes penalties if an individual U.S. holder is required to submit such information to the IRS and fails to do so. All U.S. holders are urged to consult their tax advisors regarding the application of information reporting rules to them.
THE DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES ABOVE IS NOT TAX ADVICE AND IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF ADSS OR CLASS B SHARES. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF OWNERSHIP AND DISPOSITION OF ADSS OR CLASS B SHARES.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the CNV and BYMA and file reports and other information relating to our business, financial condition and other matters with the CNV and BYMA. You may read such reports, statements and other information, including our publicly filed Financial Statements, at the public reference facilities of the CNV and BYMA maintained in Buenos Aires. We are also required to file annual and special reports and other information with the SEC. You may read and copy any documents filed by us at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC will also be available to the public at the offices of the NYSE, 11 Wall Street, New York, New York 10005.
We have appointed Citibank NA to act as depositary for our ADRs. For so long as our ADRs are deposited with the depositary, we will furnish the depositary with our annual reports and summaries of all notices of general meetings of shareholders and other reports and communications that are made generally available to our shareholders.
The depositary will, as provided in the Deposit Agreement, arrange for the mailing of summaries in English of such reports and communications to all record holders of our ADRs. Any record holder of ADRs may read such reports, notices, or summaries thereof, and communications at the depositary’s office. The depositary’s office is located at 388 Greenwich Street – 6th Floor New York, NY 10013.
Whenever a reference is made in this Annual Report to a contract or other document of ours, please be aware that such reference is not necessarily complete and that you should refer to the exhibits that are a part of the Annual Report for a copy of the contract or other document. You may review a copy of the Annual Report at the SEC’s public reference room in Washington, D.C.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk |
Financial assets (1) | Financial liabilities (2) | |||||||
| (in thousands of pesos) | ||||||||
| Fixed interest rate | 16,108,712 | 40,976,742 | ||||||
| Variable interest rate | 3,179,938 | - | ||||||
| Total | 19,288,650 | 40,976,742 | ||||||
each fiscal year. Our risk management policy is defined with the objective of reducing the impact of the loss of purchasing power. DuringBased on this, the years ended December 31, 2020, 2019Management Committee is in charge of defining policies, procedures, limits and 2018 we have maintained a liability monetary position. As a consequence, we have recorded a net gain from exposure to inflation in the monetary items.
Expected maturity date | ||||||||||||||||||||||||||||
Overdue | 2021 | 2022 | 2023 | Thereafter | Total(6) | Fair value(2) | ||||||||||||||||||||||
(in millions of pesos) (1) | ||||||||||||||||||||||||||||
Debt denominated in U.S. dollars(1) (4) (5) | ||||||||||||||||||||||||||||
| Fixed rate | - | 2,840 | 2,840 | 2,840 | 46,260 | 54,780 | 37,583 | |||||||||||||||||||||
Interest rate(3) | 6.875 | % | 6.875 | % | 6.875 | % | ||||||||||||||||||||||
Financial lease in U.S. dollars(1) (4)(5) | ||||||||||||||||||||||||||||
| Fixed rate | 63 | 629 | 629 | 629 | 1,637 | 3,587 | 2,893 | |||||||||||||||||||||
| Item 12. | Description of Securities Other than Equity Securities |
American Depositary Shares
Fees and Charges Payable by a Holder of ADRs
Our ADSs are listed on the NYSE under the symbol “TGS.” Citibank NA is the Depositary of our ADSs pursuant to the Deposit Agreement. Each ADS represents the right to receive five shares.
Under the terms of the Deposit Agreement, as of the date of this Annual Report, an ADS holder may have to pay to the Depositary the fees specified in the table below.
The charges of the Depositary payable by investors are as follows:
| 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 | 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 | 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 | 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 | 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 | Person to whom the distribution is made. | |||||
| ADS Services. | Up to | Person holding ADSs on the applicable record date(s) established by the Depositary. |
Disclosure for Fees Incurred in Past Annual Period. From January 1, 2020,2022, to April 27, 2021,20, 2023, we received from the Depositary U.S.$ 0.5 millionUS$ 1,348 for the expenses incurred by us related to the administration and maintenance of the ADR program and investor relation activities.
No events required to be reported have occurred that materially affect TGS.tgs.
None.
A. Disclosure Controls and Procedures
We carried out an assessment under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2020.2022. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this assessment, our CEO and CFO concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
B. Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with applicable IFRS as issued by the IASB.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, management concluded that, as of the end of fiscal year 2020,2022, our internal control over the financial reporting was effective.
C. Attestation Report of the Registered Public Accounting Firm
PwC and EY have jointly audited and reported on the effectiveness of our internal controls over financial reporting as of December 31, 2020,2022, as stated in their reports appearing herein.
D. Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting during the year ended December 31, 20202022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 16. | [Reserved] |
We have one audit committee financial expert serving on our Audit Committee. Our Board of Directors has identified Mr. Carlos Olivieri as an audit committee financial expert. Mr. Olivieri is an independent director within the meaning of Rule 10A-3 under the Exchange Act.
We have adopted a code of ethics (the “Code of Ethics”), applicable to all employees, including our principal executive, accounting and financial officers, and all directors. We will provide our Code of Ethics to any person without charge. Our Code of Ethics is available both on our website at https://www.tgs.com.ar/investors/Corporate-governance and is part of our integrity program. The information on our website is not incorporated into this Annual Report.
Any waivers to the Code of Ethics for directors or executive officers requiring disclosure under the NYSE Standards will be disclosed on our website. For more information, see, “Item 16G. Corporate Governance.”
Audit and Non-Audit Fees
Fees billed for professional services provided to us by PwC and EY, during the years ended December 31, 20202022 and 20192021 in each of the following categories are:
Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||
PwC | EY | PwC | EY | |||||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| (in thousands of pesos) | (in thousands of pesos) | |||||||||||||||||||||||||||||||
| Audit fees | 19,159 | 16,444 | 19,552 | 17,483 | 78,874 | 66,296 | 78,803 | 68,890 | ||||||||||||||||||||||||
| Audit-related fees | 2,004 | 525 | 1,543 | 549 | ||||||||||||||||||||||||||||
| Tax fees | 800 | 1,791 | 907 | - | ||||||||||||||||||||||||||||
| All other fees | - | 1,175 | 5,723 | 6,179 | - | - | - | 28,496 | ||||||||||||||||||||||||
| Total fees | 21,963 | 19,936 | 27,725 | 24,211 | 78,874 | 66,296 | 78,803 | 97,386 | ||||||||||||||||||||||||
Audit fees. Audit fees in the above table represent services rendered for the audit of our annual Financial Statements for Form 20-F, the review of our quarterly reports, and services provided by PwC and EY in connection with statutory and regulatory filings or engagements.
All other fees. All other fees in the above table represents fees related to advisory services on IT risk and compliance rendered by PwC, and on facilitating process improvement rendered by EY.
Audit Committee Pre-Approval Policies and Procedures
Consistent with SEC requirements regarding auditor independence, the Audit Committee pre-approves services prior to commencement of the specified service. Before the accountant is engaged to render audit or non-audit services, the Audit Committee must pre-approve the provision of services by our independent auditors prior to commencement of the specified service. The Audit Committee has delegated to its Financial Expertfinancial expert the authority to grant pre-approvals to auditors’ services. The decision of the Financial Expertfinancial expert to pre-approve a service is presented to the full Audit Committee at the next scheduled meetings.
All audit fees, audit-related fees, tax fees and other fees, if any, are submitted to our Audit Committee for prior approval. The Audit Committee evaluates the scope of the work to be performed by our accountants and the fees for such work prior to their engagement.
Consequently, all services and fees rendered by our independent auditors during the year ended December 31, 20202022 were approved by the Audit Committee prior to their engagement to perform such work.
The General Annual Shareholders´ Meetinggeneral annual shareholders´ meeting designates the external auditor.
None.
| Item 16E. | Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers |
Issuer Purchases of Equity Securities
On May 9, 2018, our Board of Directors approved the First Share Repurchase Program. Considering our solid cash and investment position, this share repurchase program was approved due to the distortion evidenced by our economic value and its current business and those derived from projects under development, and the price of the quotation of its shares in the market.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
5/11/2018 – 5/31/2018 | 811,624 | 17.19 | 4,058,120 | (2 | ) | |||||||||||
| 6/1/2018 – 6/30/2018 | 550,175 | 15.45 | 2,750,875 | (2 | ) | |||||||||||
| 7/1/2018 – 7/31/2018 | 359,536 | 13.69 | 1,797,680 | (2 | ) | |||||||||||
| 8/1/2018 – 8/31/2018 | 316,347 | 13.18 | 1,581,735 | (2 | ) | |||||||||||
| 9/1/2018 – 9/10/2018 | 65,400 | 12.07 | 327,000 | (2 | ) | |||||||||||
| 2,103,082 | 10,515,140 | |||||||||||||||
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | 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 | 10,515,410 | |||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to |
On September 6, 2018, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps. 1,800 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | ||||||||||||
| 10/1/2018 – 10/31/2018 | 610,974 | 13.64 | 3,054,870 | (2 | ) | |||||||||||
| 12/1/2018 – 12/31/2018 | 6,100 | 13.43 | 30,500 | (2 | ) | |||||||||||
| 617,074 | 3,085,370 | |||||||||||||||
(1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
(2) | For up to |
On March 27, 2019, our Board of Directors approved a totalnew share repurchase program with a maximum amount up to invest of Ps.1,500 million stated at its original value was approved by our Board of Directors on March 27, 2019. It expired and was replaced by the Fourth Share Repurchase Program on August 26, 2019.value. The chart below shows repurchases conducted under such program through its expiration.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | 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 |
On August 26, 2019, our Board of Directors approved the Fourth Share Repurchase Program for a totalnew share repurchase program with a maximum amount up to invest of Ps.3,200 millionstated at its original value. The chart below shows repurchases conducted under such program through its expiration.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | 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 | ) | 460,000 | 7.81 | 2,300,000 | (2 | ) | ||||||||||||||||||||||
09/01/2019 – 09/30/2019 | 284,785 | 7.94 | 1,423,925 | (2 | ) | 284,785 | 7.94 | 1,423,925 | (2 | ) | ||||||||||||||||||||||
11/01/2019 – 11/20/2019 | 644,120 | 6.27 | 3,220,600 | (2 | ) | 644,120 | 6.27 | 3,220,600 | (2 | ) | ||||||||||||||||||||||
| 1,388,905 | 6,944,525 | 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 |
On November 19, 2019, our Board of Directors approved the Fifth Share Repurchase Program for a totalnew share repurchase program with a maximum amount up to invest of Ps.4,000 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
Period | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | Maximum Number of Shares that may yet be purchased under the plan | Total number of ADRs purchased | Average price paid per ADRs (U.S.$) | 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 | ) | 401,000 | 6.04 | 2,005,000 | (2 | ) | ||||||||||||||||||||||
| 12/01/2019 – 12/31/2019 | 932,231 | 5.97 | 4,661,155 | (2 | ) | 932,231 | 5.97 | 4,661,155 | (2 | ) | ||||||||||||||||||||||
| 01/01/2020 – 01/31/2020 | 1,455,121 | 6.56 | 7,275,605 | (2 | ) | 1,455,121 | 6.56 | 7,275,605 | (2 | ) | ||||||||||||||||||||||
| 02/01/2020 – 02/28/2020 | 555,098 | 6.21 | 2,775,490 | (2 | ) | 555,098 | 6.21 | 2,775,490 | (2 | ) | ||||||||||||||||||||||
| 3,343,450 | 16,717,250 | 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 |
On March 6, 2020, the Sixth Share Repurchase Program wasour Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.2,500 million. The chart below shows repurchases conducted under such program through its expiration.
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 |
(3) | For up to |
On August 21, 2020 the Sixth Share Repurchase Program was canceled and replaced by the Seventh Share Repurchase Programour Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.3,000 million. It expired on March 22, 2021.The chart below shows repurchases conducted under such program through its expiration.
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 | 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 | ) | 120.812 | 117,557 | (2 | ) | ||||||||||||||||
| 09/01/2020 – 09/30/2020 | 117.146 | 250,091 | (2 | ) | 117.146 | 250,091 | (2 | ) | ||||||||||||||||
| 10/01/2020 – 10/31/2020 | 147.269 | 249,897 | (2 | ) | 147.269 | 249,897 | (2 | ) | ||||||||||||||||
(1) | Correspond to the sum of common shares purchased in BYMA. |
(2) | For up to |
None.
Our corporate governance practices are governed by:
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 By-laws,
Bylaws,our integrity program and other internal control policies and procedures, and
certain rules of the NYSE applicable to listed foreign private issuers.
We have securities that are registered with the SEC and listed on the NYSE and, consequently, we are subject to the rules and regulations of the NYSE.
Under the Corporate Governance Standards issued by the NYSE Standards, non-U.S. companies are permitted, in general, to follow their home country corporate governance practices in lieu of the provisions included in such standards. However, non-U.S. companies must comply with sections 303A.06, 303A.11 and 303A.12(b) and (c).
Our Corporate Governance Guidelines are available on our website www.tgs.com.ar.
According to Section 303A.11 of the NYSE Standards, foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by U.S. issuers. Accordingly, the following list reflects such differences:
Directors
According to NYSE Standards, listed companies must have a majority of independent directors. Argentine law does not require a majority of independent directors, but does require at least two independent directors on the Audit Committee. At our Board of Directors meeting held on April 20, 2021,19, 2023, three independent directors, meeting the independence criteria set forth under SEC regulations and NYSE Standards (but under CNV regulations, two qualify as independents) were appointed to the Audit Committee. We also have three alternate directors who qualify as independent.
Meeting of Non-Management Directors
According to NYSE requirements, non-management directors must meet at regularly scheduled executive sessions without management. None of Argentine law, the CNV Rules or our By-lawsBylaws requires that any such meetings be held. Under Argentine law, a board of directors must meet at least once every three months.
Nominating/Corporate Governance Committee
U.S. listed companies must have a nominating/corporate governance committee composed entirely of independent directors. Argentine law and regulations do not require us to have a nominating or corporate governance committee.
Compensation Committee
U.S. listed companies must have a compensation committee composed entirely of independent directors. Argentine law and regulations do not require this committee. However, our Audit Committee is required to give an opinion about the reasonableness of directors’ fees and stock option plans (if applicable), as proposed by our Board of Directors, and the compensation paid to members of our Board of Directors is approved by our shareholders at their ordinary annual meeting.
Audit Committee
According to SEC regulations and NYSE Standards, listed companies must have an audit committee consisting of a minimum of three independent members. The members of the Audit Committee must be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have expertise in accounting or financial management. Also, if a member of the Audit Committee is simultaneously a member of the Audit Committee of more than three public companies, and the listed company does not limit the number of Audit Committees on which its members may serve, then, in each case the Board of Directors shall determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s Audit Committee, and shall disclose its decision in the annual proxy statement of the company or in the company’s annual report filed with the SEC.
Argentine law requires an Audit Committee to be comprised of at least three members with a majority of independent members. Pursuant to CNV standards, Audit Committee members are required to have knowledge in business, financial or accounting matters and issues. In addition, CNV standards require the training of Audit Committee members in the practice areas that would permit them to carry out their duties on the Audit Committee. Messrs. Carlos Olivieri, Carlos Alberto Di Brico and Luis Rodolfo Secco are independent directors under SEC regulations and NYSE Standards. Mr. Carlos Alberto Di Brico and Luis Rodolfo Secco are independent directors under CNV regulations.
Mr. Carlos Olivieri qualifies as a “financial expert” within the meaning of Item 16A of Form 20-F. See “Item 16A. Audit Committee Financial Expert.” The Audit Committee’s functions and duties are similar to those required by the NYSE. Furthermore, Argentine law does not limit the number of audit committees on which a member of its Audit Committee may serve.
Code of Conduct
According to Section 303A.10 of the NYSE Standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. In October 2005, our Board of Directors approved a “Code of Conduct” with the purpose of introducing SEC rules applicable to foreign registrants. Such code applies to all Board of Directors’ members, Audit Committee members, senior management, and employees, with no exceptions. Our Code of Conduct is available to the public on our website and as an Exhibit to this Annual Report. Our Code of Conduct is currently an annex of the integrity program.
CEO’s Certification
Each listed company’s CEO must annually certify to the NYSE that he or she is not aware of any violation by the company of the NYSE’s corporate governance listing standards. There is no such requirement under Argentine law.
Not applicable.
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection |
Not applicable.
| Item 16J. | Insider Trading Policies |
Not applicable.
The registrant has responded to Item 18 in lieu of responding to this Item.
The following Financial Statements are filed as part of this Form 20-F:
Transportadora de Gas del Sur S.A.
| Page | |
| F-1 | |
Exhibits No. | |
Corporate Charter and | |
Indenture dated May 2, 2018, entered into among | |
Officers’ Certificate establishing the terms of | |
Description of Securities Registered under Section 12 of the Exchange Act.(3) | |
CIESA Shareholders’ Agreement. | |
CIESA’s Fourth Amendment to the Restructuring Agreement. | |
CIESA’s Settlement Agreement. |
Technical Assistance Service Agreement between | |
Financial lease agreement between Petrobras Argentina and | |
List of | |
Code of Ethics. |
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. |
| (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). |
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). |
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). |
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). |
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). |
We agree to furnish to the SEC upon request any instrument with respect to long-term debt that we have not filed as an exhibit pursuant to the exemption provided by instruction 2(b)(i) to Item 19 of Form 20-F.
SIGNATURES
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 Services Vice President | ||||
Dated: April | |||||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Board of Directors and Shareholders of
Transportadora de Gas del Sur S.A.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Transportadora de Gas del Sur S.A. and its subsidiaries (together the “Company”) as of December 31, 20202022 and 2019,2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, 2022, and the related notes (collectively referred to as the “consolidatedfinancial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202022 and 2019,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America)States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020,2022, based on criteria established in the Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 27, 202125, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.audits. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit MattersMatter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of long-lived assets related to Property, Plant & Equipment of Natural Gas Transportation and Other services cash-generating unitsunit
Description of the matter
At December 31, 2020,2022, the Company’s net book value of Property, Plant & Equipment (“PPE”) related to Natural Gas Transportation and Other services cash-generating units was Argentine Pesos 92,074.4 million. At December 31, 2020, the Company has recognized an impairment loss in PPE related to the Natural Gas Transportation cash-generating unit ofwas Argentine pesos 3,114.1 million before income tax.Pesos 189,315 million. As discussed in NoteNotes 4 (j) and 5 (a) to the consolidated financial statements, PPE is tested to assess whether an impairment or reversal of a previous impairment is required when significant changes that took place during the period, or that will take place in the near future, indicate that the recoverable value of the PPE amounts may be affected. An asset’s recoverable amount is the higher of the fair value less costs to sell that asset, and its value-in-use. The value in use is calculated based on discounted future cash flows. Management’s projected cash flows which are prepared for each cash generatingthe Natural Gas Transportation cash-generating unit considering, among others,considered significant judgements and assumptions relating toto: discount rate, estimates of future tariff adjustments based on negotiations withand the regulator, future expectationrecognition of the need of Vaca Muerta fields gas producers to evacuate untreated natural gas, discount ratecost adjustments, and expected future macroeconomic variables such asinterest rates, inflation, and foreign exchange rates.rates, among others.
The principal considerationconsiderations for our determination that performing procedures relating to the impairment of long-lived assets related tofor PPE of Natural Gas Transportation and Other services cash-generating unitsunit is a critical audit matter is that there wasare the significant judgment by management in estimating the value in use of thethis cash-generating units. This in turn led tounit, a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to evaluate the significant assumptions in the value in use estimate, includingdiscount rate, estimates of future tariff adjustments based on negotiations withand the regulator, future expectationrecognition of the need of Vaca Muerta fields gas producers to evacuate untreated natural gas, discount ratecost adjustments and expected future macroeconomic variables such as interest rates, inflation and foreign exchange rates. In addition, the audit effort involved professionals with specialized skill and knowledge to assist in performing the audit procedures and evaluating the audit evidence obtained.knowledge.
How we addressed the matter in our audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These audit procedures included obtaining an understanding, evaluating the design and testing the operating effectiveness of controls over the management’s impairment review process, including controls over the review of the significant assumptions. These audit procedures also included, among others, evaluating the estimation methodology and testing the aforementioned significant assumptions and the completeness, accuracy, and relevance of underlying data used. The significant assumptions were compared with available economic trend data. Thedata and evaluating the historical accuracy of management’s estimates was evaluated andestimates; sensitivity analyses of the significant assumptions were performed to evaluate the changes in the value in use that would result from changes in the assumptions; the arithmetical accuracy of the discounted cash flows model was evaluatedevaluated; and the disclosures in the consolidated financial statements were assessed. Professionals with specialized skill and knowledge were involved to assist in the evaluation of the methodology and the significant assumptions used in the future cash flows estimated by management.
| /s/ Price Waterhouse & Co. S.R.L. | /s/ Pistrelli, Henry Martin y Asociados |
| PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L | |
| /s/Fernando Alberto Rodriguez | Member of Ernst & Young Global Limited |
Price Waterhouse & Co. S.R.L ("PwC"(“PwC”) has served as the Company’s sole auditor since 2012. PwC and Pistrelli, Henry Martin y Asociados S.R.L have served as the Company’s joint auditors since 2017.
Buenos Aires, Argentina
April 27, 202125, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
To the Board of Directors and Shareholders of
Transportadora de Gas del Sur S.A.
Opinion on the Internal Control over Financial Reporting
We have audited Transportadora de Gas del Sur S.A. and its subsidiaries (together the “Company”) internal control over financial reporting as of December 31, 2020,2022, based on criteria established in Internal Control Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America) (“PCAOB”), the consolidated statements of financial position of the Company as of December 31, 20202022 and 2019,2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020,2022, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated April 27, 202125, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are public accounting firms registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ Price Waterhouse & Co. S.R.L. | /s/ Pistrelli, Henry Martin y Asociados |
| PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L | |
| /s/Fernando Alberto Rodriguez | Member of Ernst & Young Global Limited |
Buenos Aires, Argentina
April 27, 202125, 2023
TRANSPORTADORA DE GAS DEL SUR S.A. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 (Stated in thousands of pesos as described in Note 3 and 4.d. except for share and per share information) |
| Notes | 2022 | 2021 | 2020 | |||||||||||||
| Revenues | 8.h. | 164,524,789 | 173,319,821 | 164,275,443 | ||||||||||||
| Net cost of sales | 8.i. | (96,041,564 | ) | (92,843,404 | ) | (81,049,791 | ) | |||||||||
| Gross profit | 68,483,225 | 80,476,417 | 83,225,652 | |||||||||||||
| Administrative expenses | 8.j. | (5,754,433 | ) | (4,996,067 | ) | (4,947,813 | ) | |||||||||
| Selling expenses | 8.j. | (10,203,597 | ) | (9,339,564 | ) | (8,725,879 | ) | |||||||||
| Other operating results | 8.l. | (76,498 | ) | 250,925 | 293,522 | |||||||||||
| Impairment of PPE | 5.a. | - | - | (9,156,072 | ) | |||||||||||
| Operating profit | 52,448,697 | 66,391,711 | 60,689,410 | |||||||||||||
| Net financial results | ||||||||||||||||
Financial income | 8.k. | 29,776,707 | 13,386,552 | 16,216,663 | ||||||||||||
Financial expenses | 8.k. | (58,904,450 | ) | (32,942,739 | ) | (53,495,791 | ) | |||||||||
| Other financial results | 8.k. | 22,199,580 | 395,150 | (19,919,477 | ) | |||||||||||
| Gain on net monetary position | 8.k. | 3,768,283 | 18,311,140 | 19,058,813 | ||||||||||||
| Total net financial results | (3,159,880 | ) | (849,897 | ) | (38,139,792 | ) | ||||||||||
| Share of profit from associates | 11 | 90,138 | 41,347 | 62,657 | ||||||||||||
| Net income before income tax | 49,378,955 | 65,583,161 | 22,612,275 | |||||||||||||
| Income tax expense | 14 | (17,061,153 | ) | (24,810,849 | ) | (12,950,061 | ) | |||||||||
| Total comprehensive income for the year | 32,317,802 | 40,772,312 | 9,662,214 | |||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Owners of the Company | 32,317,790 | 40,772,306 | 9,662,187 | |||||||||||||
| Non-controlling interests | 12 | 6 | 27 | |||||||||||||
| Total comprehensive income for the year | 32,317,802 | 40,772,312 | 9,662,214 | |||||||||||||
| Total comprehensive income per share attributable to owners of the Company: | ||||||||||||||||
| Weighted average of outstanding ordinary shares * | 752,761,058 | 752,761,058 | 762,371,755 | |||||||||||||
| Basic and diluted earnings per share | 42.93 | 54.16 | 12.68 | |||||||||||||
| Notes | 2020 | 2019 | 2018 | |||||||||||||
| Revenues | 8.h. | 55,871,438 | 66,111,903 | 71,336,882 | ||||||||||||
| Cost of sales | 8.i. | (27,565,705 | ) | (33,184,953 | ) | (33,902,908 | ) | |||||||||
| Gross profit | 28,305,733 | 32,926,950 | 37,433,974 | |||||||||||||
| Administrative expenses | 8.j. | (1,682,792 | ) | (1,715,780 | ) | (2,014,309 | ) | |||||||||
| Selling expenses | 8.j. | (2,967,744 | ) | (4,138,071 | ) | (3,695,784 | ) | |||||||||
| Other operating results | 8.l. | 99,829 | (173,614 | ) | (1,865,560 | ) | ||||||||||
| Impairment of PPE | 12 | (3,114,056 | ) | - | - | |||||||||||
| Operating profit | 20,640,970 | 26,899,485 | 29,858,321 | |||||||||||||
| Net financial results | ||||||||||||||||
| Financial income | 8.k. | 5,515,421 | 11,619,809 | 19,915,631 | ||||||||||||
| Financial expenses | 8.k. | (18,194,361 | ) | (24,097,066 | ) | (30,990,090 | ) | |||||||||
| Other financial results | 8.k. | (6,774,779 | ) | 154,366 | 2,587,473 | |||||||||||
| Gain on net monetary position | 8.k. | 6,482,061 | 8,378,326 | 2,526,114 | ||||||||||||
| Total | (12,971,658 | ) | (3,944,565 | ) | (5,960,872 | ) | ||||||||||
| Share of profit /(loss) from associates | 11 | 21,310 | (43,372 | ) | 38,130 | |||||||||||
| Net income before income tax | 7,690,622 | 22,911,548 | 23,935,579 | |||||||||||||
| Income tax expense | 14 | (4,404,423 | ) | (5,478,585 | ) | (27,583 | ) | |||||||||
| Total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | |||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Owners of the Company | 3,286,190 | 17,432,945 | 23,907,988 | |||||||||||||
| Non-controlling interests | 9 | 18 | 8 | |||||||||||||
| Total comprehensive income for the year | 3,286,199 | 17,432,963 | 23,907,996 | |||||||||||||
| Total comprehensive income per share attributable to owners of the Company: | ||||||||||||||||
| Weighted average of outstanding ordinary shares * | 762,371,755 | 776,121,341 | 788,405,563 | |||||||||||||
| Basic and diluted earnings per share | 4.31 | 22.46 | 30.32 | |||||||||||||
*The weighted average of the number of shares considers the effect of the weighted average of the changes originated in the transactions with treasury shares made during the year.
The accompanying notes are an integral part of these consolidated financial statements.
TRANSPORTADORA DE GAS DEL SUR S.A. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, (Stated in thousands of pesos as described in Note 3 and 4.d.)
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | 2022 | 2021 | ||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
Property, plant and equipment | 12 | 294,479,596 | 292,534,643 | |||||||||
Investments in associates | 9 | 154,502 | 64,371 | |||||||||
Financial assets measured at amortised cost | 8.m. | 40,162,283 | 43,720,399 | |||||||||
Deferred income tax asset | 14 | 27,410 | 46,277 | |||||||||
Other receivables | 8.a. | 14,899 | 17,249 | |||||||||
| Total non-current assets | 334,838,690 | 336,382,939 | ||||||||||
| Current assets | ||||||||||||
| Other receivables | 8.a. | 16,176,638 | 11,642,263 | |||||||||
| Inventories | 1,833,545 | 2,278,309 | ||||||||||
| Trade receivables | 8.b. | 16,939,295 | 20,693,854 | |||||||||
| Contract assets | 24,043 | 46,834 | ||||||||||
| Financial assets measured at amortised cost | 8.m. | 1,438 | 3,721 | |||||||||
| Financial assets at fair value through profit or loss | 8.n. | 39,289,630 | 25,844,992 | |||||||||
| Cash and cash equivalents | 8.c. | 2,988,946 | 8,627,004 | |||||||||
| Total current assets | 77,253,535 | 69,136,977 | ||||||||||
| Total Assets | 412,092,225 | 405,519,916 | ||||||||||
| EQUITY | ||||||||||||
Common stock | 108,907,931 | 108,907,931 | ||||||||||
Treasury shares | 6,037,989 | 6,037,989 | ||||||||||
Cost of acquisition of treasury shares | (10,924,539 | ) | (10,924,539 | ) | ||||||||
Additional paid-up capital | (3,169,112 | ) | (3,169,112 | ) | ||||||||
Legal reserve | 12,779,853 | 10,741,238 | ||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends | 121,274,267 | 82,540,576 | ||||||||||
Accumulated retained earnings | 32,317,790 | 40,772,306 | ||||||||||
Non-controlling interests | 110 | 98 | ||||||||||
| Total equity | 267,224,289 | 234,906,487 | ||||||||||
| LIABILITES | ||||||||||||
| Non-current liabilities | ||||||||||||
Deferred tax liabilities | 14 | 21,248,327 | 20,063,665 | |||||||||
| Taxes payables | 8.f. | 14,285 | - | |||||||||
Contract liabilities | 8.d. | 11,717,412 | 10,963,157 | |||||||||
Loans | 13 | 90,694,136 | 100,121,274 | |||||||||
| Total non-current liabilities | 123,674,160 | 131,148,096 | ||||||||||
| Current liabilities | ||||||||||||
Provisions | 15 | 1,834,094 | 2,524,233 | |||||||||
Contract liabilities | 8.d. | 1,045,454 | 978,575 | |||||||||
Other payables | 8.e. | 286,555 | 619,970 | |||||||||
Taxes payables | 8.f. | 944,696 | 1,297,426 | |||||||||
Income tax payable | 8,283 | 17,067,810 | ||||||||||
Payroll and social security taxes payable | 8.o. | 2,629,829 | 2,774,569 | |||||||||
Loans | 13 | 3,919,929 | 2,299,738 | |||||||||
| Derivative financial instruments | 16.1.1 | - | 82,329 | |||||||||
Trade payables | 8.g. | 10,524,936 | 11,820,683 | |||||||||
| Total current liabilities | 21,193,776 | 39,465,333 | ||||||||||
| Total liabilities | 144,867,936 | 170,613,429 | ||||||||||
| Total equity and liabilities | 412,092,225 | 405,519,916 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
TRANSPORTADORA DE GAS DEL SUR S.A. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, (Stated in thousands of pesos as described in Note 3 and 4.d.) |
| Shareholders Contributions | Retained Earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Outstanding shares | Treasury shares | Reserve for | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inflation | Inflation | Acquisition cost | capital expenditures, | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common | adjustment | Common | adjustment | of treasury | Additional paid-up | acquisition of | Non-Controlling | |||||||||||||||||||||||||||||||||||||||||||||||||
| stock | to common | stock (1) | to common | shares (1) | capital (2) | Legal | treasury shares | Accumulated | Subtotal | Total | interests | Total | ||||||||||||||||||||||||||||||||||||||||||||
| stock | stock (1) | Subtotal | reserve | and/or dividends | retained earnings | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 784,608 | 112,695,920 | 9,887 | 1,455,505 | (2,925,145 | ) | (3,169,112 | ) | 108,851,663 | 7,695,275 | 21,419,795 | 54,504,557 | 83,619,627 | 192,471,290 | 112 | 192,471,402 | ||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (31,847 | ) | (4,540,750 | ) | 31,847 | 4,540,750 | (7,999,394 | ) | - | (7,999,394 | ) | - | - | - | - | (7,999,394 | ) | - | (7,999,394 | ) | ||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 21, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 2,562,853 | - | (2,562,853 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | (21,419,795 | ) | 21,419,795 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | 73,361,499 | (73,361,499 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | (47 | ) | (47 | ) | ||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | 9,662,187 | 9,662,187 | 9,662,187 | 27 | 9,662,214 | ||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020 | 752,761 | 108,155,170 | 41,734 | 5,996,255 | (10,924,539 | ) | (3,169,112 | ) | 100,852,269 | 10,258,128 | 73,361,499 | 9,662,187 | 93,281,814 | 194,134,083 | 92 | 194,134,175 | ||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 20, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 483,110 | - | (483,110.00 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | (73,361,499 | ) | 73,361,499.00 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | 82,540,576 | (82,540,576.00 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | 40,772,306 | 40,772,306 | 40,772,306 | 6 | 40,772,312 | ||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | 752,761 | 108,155,170 | 41,734 | 5,996,255 | (10,924,539 | ) | (3,169,112 | ) | 100,852,269 | 10,741,238 | 82,540,576 | 40,772,306 | 134,054,120 | 234,906,389 | 98 | 234,906,487 | ||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 5, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 2,038,615 | - | (2,038,615 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | (82,540,576 | ) | 82,540,576 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | 121,274,267 | (121,274,267 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | 32,317,790 | 32,317,790 | 32,317,790 | 12 | 32,317,802 | ||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 752,761 | 108,155,170 | 41,734 | 5,996,255 | (10,924,539 | ) | (3,169,112 | ) | 100,852,269 | 12,779,853 | 121,274,267 | 32,317,790 | 166,371,910 | 267,224,179 | 110 | 267,224,289 | ||||||||||||||||||||||||||||||||||||||||
| 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) | Total common stock | 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, 2017* | 794,495 | 38,299,564 | - | - | - | - | 39,094,059 | 1,361,748 | 3,261,302 | 146,287 | - | 9,079,202 | 13,848,539 | 52,942,598 | 25 | 52,942,623 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary and Extraordinay Shareholders´ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 10, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| - Future dividends reserve | - | - | - | - | - | - | - | - | 7,881,993 | - | - | (7,881,993 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | (9,066,547 | ) | - | - | - | (9,066,547 | ) | (9,066,547 | ) | - | (9,066,547 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (13,601 | ) | (655,642 | ) | 13,601 | 655,642 | (2,975,822 | ) | - | (2,975,822 | ) | - | - | - | - | - | - | (2,975,822 | ) | - | (2,975,822 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Non-Controlling interests dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (13 | ) | (13 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 23,907,988 | 23,907,988 | 23,907,988 | 8 | 23,907,996 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2018 * | 780,894 | 37,643,922 | 13,601 | 655,642 | (2,975,822 | ) | - | 36,118,237 | 1,361,748 | 2,076,748 | 146,287 | - | 25,105,197 | 28,689,980 | 64,808,217 | 20 | 64,808,237 | |||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary and Extraordinay Shareholders´ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 11, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 1,255,479 | - | - | - | (1,255,479 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | - | - | - | (12,505,672 | ) | (12,505,672 | ) | (12,505,672 | ) | - | (12,505,672 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | - | - | 12,462,575 | (12,462,575 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | (2,076,748 | ) | (146,287 | ) | - | 2,223,035 | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares distribution | 29,445 | 1,182,487 | (29,445 | ) | (1,182,487 | ) | 5,507,893 | (1,077,841 | ) | 4,430,052 | - | - | - | (4,394,621 | ) | - | (4,394,621 | ) | 35,431 | - | 35,431 | |||||||||||||||||||||||||||||||||||||||||||
| Dividends payment | - | - | - | - | - | - | - | - | - | - | (782,904 | ) | - | (782,904 | ) | (782,904 | ) | - | (782,904 | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (25,731 | ) | (1,015,350 | ) | 25,731 | 1,015,350 | (3,526,937 | ) | - | (3,526,937 | ) | - | - | - | - | - | - | (3,526,937 | ) | - | (3,526,937 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 17,432,945 | 17,432,945 | 17,432,945 | 18 | 17,432,963 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2019 | 784,608 | 37,811,059 | 9,887 | 488,505 | (994,866 | ) | (1,077,841 | ) | 37,021,352 | 2,617,227 | - | - | 7,285,050 | 18,537,451 | 28,439,728 | 65,461,080 | 38 | 65,461,118 | ||||||||||||||||||||||||||||||||||||||||||||||
| Resolutions of the Ordinary Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Meeting held on April 21, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Reserve | - | - | - | - | - | - | - | 871,648 | - | - | - | (871,648 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Reserve for capital expenditures, acquisition of treasury shares and/or dividends | - | - | - | - | - | - | - | - | - | - | 24,950,853 | (24,950,853 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Derecognition of reserves | - | - | - | - | - | - | - | - | - | - | (7,285,050 | ) | 7,285,050 | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Non-Controlling interests dividends payment | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (16 | ) | (16 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchase | (31,847 | ) | (1,523,331 | ) | 31,847 | 1,523,331 | (2,720,657 | ) | - | (2,720,657 | ) | - | - | - | - | - | - | (2,720,657 | ) | - | (2,720,657 | ) | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income for the year | - | - | - | - | - | - | - | - | - | - | - | 3,286,190 | 3,286,190 | 3,286,190 | 9 | 3,286,199 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2020 | 752,761 | 36,287,728 | 41,734 | 2,011,836 | (3,715,523 | ) | (1,077,841 | ) | 34,300,695 | 3,488,875 | - | - | 24,950,853 | 3,286,190 | 31,725,918 | 66,026,613 | 31 | 66,026,644 | ||||||||||||||||||||||||||||||||||||||||||||||
(1) | As of December 31, |
| (2) | See Note |
The accompanying notes are an integral part of these consolidated financial statements.
TRANSPORTADORA DE GAS DEL SUR S.A. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, (Stated in thousands of pesos as described in Note 3 and 4.d.) |
| 2022 | 2021 | 2020 | ||||||||||
| CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||||||||||||
| Total comprehensive income for the year | 32,317,802 | 40,772,312 | 9,662,214 | |||||||||
| Reconciliation of total comprehensive income to cash flows provided by operating activities: | ||||||||||||
| Depreciation of property, plant and equipment | 19,572,669 | 18,721,149 | 18,115,502 | |||||||||
| Derivative financial instrument results | 127,585 | 157,227 | (1,321,859 | ) | ||||||||
| Disposal of property, plant and equipment | 96,242 | 125,836 | 102,586 | |||||||||
| Share of gain from associates | (90,138 | ) | (41,347 | ) | (62,657 | ) | ||||||
| Increase in provisions | 775,831 | 1,026,961 | 955,990 | |||||||||
| Interest expense accrual, net | 6,537,595 | 8,392,366 | 9,455,473 | |||||||||
| Interest (loss) / income on other financial assets other than cash and cash equivalents | (21,176,519 | ) | 3,559,483 | 22,890,324 | ||||||||
| Income tax | 17,061,153 | 24,810,849 | 12,950,061 | |||||||||
| Impairment of PPE | - | - | 9,156,072 | |||||||||
| Notes repurchase result | 1,030,169 | 806,841 | (1,174,202 | ) | ||||||||
| Allowance for doubtful accounts | - | (129,715 | ) | 279,520 | ||||||||
| Foreign exchange loss, net | 28,102,079 | 12,922,876 | 33,974,755 | |||||||||
| Loss on net monetary position | (9,107,531 | ) | (21,839,164 | ) | (20,638,648 | ) | ||||||
| Changes in assets and liabilities: | ||||||||||||
| Trade receivables | (7,812,886 | ) | (10,879,283 | ) | (893,154 | ) | ||||||
| Other receivables | (6,510,381 | ) | (8,226,280 | ) | (1,627,647 | ) | ||||||
| Inventories | (663,941 | ) | (1,165,062 | ) | (775,818 | ) | ||||||
| Trade payables | 4,439,683 | 5,261,196 | 422,732 | |||||||||
| Contract assets | - | 186,898 | 168,414 | |||||||||
| Payroll and social security taxes | 1,157,960 | 538,358 | 1,468,758 | |||||||||
| Taxes payables | 310,109 | 644,834 | 18,523 | |||||||||
| Other payables | (32,423 | ) | 31,745 | 42,089 | ||||||||
| Provisions | (20,248 | ) | (9,751 | ) | (23,737 | ) | ||||||
| Interest paid | (5,725,137 | ) | (7,304,538 | ) | (8,077,195 | ) | ||||||
| Income tax paid | (25,687,559 | ) | (8,360,256 | ) | (3,430,707 | ) | ||||||
| Contract liabilities | 821,246 | (906,573 | ) | 254,990 | ||||||||
Derivative financial instruments payment | (109,299 | ) | (73,392 | ) | 1,945,363 | |||||||
| Cash flows provided by operating activities | 35,414,061 | 59,023,570 | 83,837,742 | |||||||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||||||
| Additions to property, plant and equipment | (25,307,541 | ) | (18,794,792 | ) | (22,844,489 | ) | ||||||
| Dividends received | - | 354,492 | - | |||||||||
| Financial assets not considered cash equivalents | (14,908,086 | ) | (40,550,286 | ) | (65,621,123 | ) | ||||||
| Cash flows used in investing activities | (40,215,627 | ) | (58,990,586 | ) | (88,465,612 | ) | ||||||
| CASH FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES | ||||||||||||
| Payment of loans | (86,187 | ) | - | (3,981,411 | ) | |||||||
| Proceeds from loans | 6,164,853 | - | - | |||||||||
| Cost of acquisition of treasury shares | - | - | (7,999,394 | ) | ||||||||
| Dividends paid | - | - | (47 | ) | ||||||||
| Cost of repurchase of notes | (2,452,516 | ) | (1,869,224 | ) | (2,939,684 | ) | ||||||
| Cash flows provided by / (used in) financing activities | 3,626,150 | (1,869,224 | ) | (14,920,536 | ) | |||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,175,416 | ) | (1,836,240 | ) | (19,548,406 | ) | ||||||
| Cash and cash equivalents at the beginning of the year | 8,627,004 | 13,682,131 | 39,088,735 | |||||||||
| Foreign exchange gain on Cash and cash equivalents | 292,549 | 629,531 | 2,236,421 | |||||||||
| Monetary results effect on Cash and cash equivalents | (4,755,191 | ) | (3,848,418 | ) | (8,094,619 | ) | ||||||
| Cash and cash equivalents at the end of the year | 2,988,946 | 8,627,004 | 13,682,131 |
The accompanying notes are an integral part of these consolidated financial statements.
For further information, see Note 6.
F-6
| 2020 | 2019 | 2018 | ||||||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||||||||||||
| Total comprehensive income for the year | 3,286,198 | 17,432,963 | 23,907,996 | |||||||||
| Reconciliation of total comprehensive income to cash flows provided by operating activities: | ||||||||||||
| Depreciation of property, plant and equipment | 6,161,233 | 5,031,234 | 4,655,763 | |||||||||
| Derivative financial instrument results | (449,575 | ) | 26,101 | (222,171 | ) | |||||||
| Disposal of property, plant and equipment | 34,890 | 137,308 | 331,980 | |||||||||
| Share of (profit) / loss from associates | (21,310 | ) | 43,372 | (38,130 | ) | |||||||
| Increase in provisions | 325,140 | 363,189 | 407,953 | |||||||||
| Interest expense accrual, net | 3,215,885 | 2,597,792 | 3,327,767 | |||||||||
| Interest income on other financial assets other than cash and cash equivalents | 7,785,189 | (136,806 | ) | (945,586 | ) | |||||||
| Income tax | 4,404,423 | 5,478,585 | 27,583 | |||||||||
| Impairment of PPE | 3,114,056 | - | - | |||||||||
| Acquisition of notes result | (399,356 | ) | - | - | ||||||||
| Doubtful accounts | 95,067 | 3,315 | 277,537 | |||||||||
| Foreign exchange loss, net | 11,555,095 | 12,099,811 | 11,891,639 | |||||||||
| Gain on net monetary position | (7,019,379 | ) | (8,994,366 | ) | (8,069,001 | ) | ||||||
| Changes in assets and liabilities: | ||||||||||||
| Trade receivables | (303,769 | ) | (5,083,436 | ) | (3,112,785 | ) | ||||||
| Other receivables | (553,576 | ) | (2,502,867 | ) | (1,641,556 | ) | ||||||
| Inventories | (263,862 | ) | 71,656 | (493,883 | ) | |||||||
| Trade payables | 143,775 | 191,785 | 3,374,936 | |||||||||
| Contract assets | 57,279 | (28,041 | ) | (328,115 | ) | |||||||
| Payroll and social security taxes | 499,537 | 360,521 | 310,853 | |||||||||
| Taxes payables | 6,300 | (179,936 | ) | 104,655 | ||||||||
| Other payables | 14,315 | 281,791 | 98,698 | |||||||||
| Provisions | (8,073 | ) | (10,333 | ) | 1,649 | |||||||
| Interest paid | (2,747,121 | ) | (2,777,101 | ) | (1,896,889 | ) | ||||||
| Derivative financial instruments | 661,634 | 29,854 | (217,363 | ) | ||||||||
| Income tax paid | (1,166,812 | ) | (6,645,288 | ) | (5,817,649 | ) | ||||||
| Contract liabilities | 86,724 | 586,468 | 863,846 | |||||||||
| Cash flows provided by operating activities | 28,513,907 | 18,377,571 | 26,799,727 | |||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||||||
| Additions to property, plant and equipment | (7,769,600 | ) | (21,689,918 | ) | (17,013,254 | ) | ||||||
| Financial assets not considered cash equivalents | (22,318,287 | ) | (969,183 | ) | 7,104,660 | |||||||
| Cash flows used in investing activities | (30,087,887 | ) | (22,659,101 | ) | (9,908,594 | ) | ||||||
CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES | ||||||||||||
| Payment of loans | (1,354,111 | ) | - | (2,567,719 | ) | |||||||
| Payment of redemption of loans | - | - | (10,044,692 | ) | ||||||||
| Payment of leases | - | (25,528 | ) | - | ||||||||
| Cost of acquisition of treasury shares | (2,720,657 | ) | (3,526,937 | ) | (2,975,822 | ) | ||||||
| Dividends paid | (16 | ) | (13,288,576 | ) | (9,066,547 | ) | ||||||
| Proceeds from loans | - | 1,431,939 | 28,946,182 | |||||||||
| Cost of acquisition of notes | (999,811 | ) | - | - | ||||||||
| Cash flows (used in) / provided by financing activities | (5,074,595 | ) | (15,409,102 | ) | 4,291,402 | |||||||
| NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS | (6,648,575 | ) | (19,690,632 | ) | 21,182,535 | |||||||
| Cash and cash equivalents at the beginning of the year | 13,294,402 | 34,858,984 | 8,202,778 | |||||||||
| Foreign exchange gain on Cash and cash equivalents | 760,625 | 5,065,846 | 14,005,871 | |||||||||
| Monetary results effect on Cash and cash equivalents | (2,753,047 | ) | (6,939,796 | ) | (8,532,200 | ) | ||||||
| Cash and cash equivalents at the end of the year | 4,653,405 | 13,294,402 | 34,858,984 | |||||||||
TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) |
| 1. | BUSINESS DESCRIPTION |
Business Overview
Transportadora de Gas del Sur S.A. (“tgs” or the “Company”) is one of the companies created as a result of the privatization of Gas del Estado S.E. (“GdE”). tgs commenced operations on December 28, 1992 and it is mainly engaged in the Transportation of Natural Gas, and Production and Commercialization of natural gas Liquids (“Liquids”). tgs’s pipeline system connects major natural gas fields in southern and western Argentina with natural gas distributors and industries in those areas and in the greater Buenos Aires area. The natural gas transportation license to operate this system was exclusively granted to tgs for a period of thirty-five years (“the License”). tgs is entitled to a one-time extension of ten years provided that it has essentially met the obligations imposed by the License and by the Ente Nacional Regulador del Gas (National Gas Regulatory Body or “ENARGAS”). The General Cerri Gas Processing Complex (the “Cerri Complex”), where tgs processes natural gas by extracting liquids, was transferred from GdE along with the gas transmission assets. tgs also provides midstream services, which mainly consist of gas treatment, removal of impurities from the natural gas stream, gas compression, gas transportation in fields,wellhead gas gathering and pipeline construction, operation and maintenance services. Also, telecommunications services are provided through the subsidiary Telcosur S.A. (“Telcosur”). These services consist of data transmission services through a network of digital terrestrial radio relay.
Subsequently, the corporate purpose of the Company was modified to incorporate the development of complementary activities, incidental, linked and / or derived from natural gas transportation, such as the generation and commercialization of electric power and the provision of other services for the hydrocarbon sector in general.
Major Shareholders
tgs’s controlling shareholder is Compañía de Inversiones de Energía S.A. (“CIESA”), which holds 51% of the common stock. CIESA is under joint control and in equal parts of: (i) Pampa Energía S.A. (“Pampa Energía”) with 50%; (ii) Grupo Inversor Petroquímica S.L. (member of the GIP Group, led by the Sielecki family) and PCT L.L.C. with the remaining 50%. Local and foreign investors hold the remaining ownership of tgs’s common stock.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The following table shows the organizational structure, shareholders and related parties of tgs as of December 31, 2022:
44%, 24%, 8%, 12%, 5%, 51%, 49%, 51%, 49%, 99.98%, 0.02%, 80%, 15%, 5%, 100%, 49%, 25.5%, 20.4%, 5.1%
Economic context
The Company operates in a complex economic context whose main variables have recently had strong volatility as a result of health events generated by the COVID19 pandemic, political and economic events both domestically and internationally.
During the first quarter of 2022, Argentina and the IMF reached an agreement where fiscal and monetary goals were established and a refinancing of maturities was obtained. However, the inflationary inertia continues, and as of December 31, 2022, year-on-year inflation reached 94.8%.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
In addition, the conflict between Russia and Ukraine has been a major factor of global destabilization that led to a significant increase in the price of commodities, including natural gas. In this context, on April 7, 2022, the Argentine Government announced an agreement for the supply of natural gas from Bolivia during the winter period. The increase in natural gas prices could negatively affect Argentina’s current fiscal imbalance. Also, the availability and price of natural gas are key factors for the normal development of the Cerri Complex’s Liquids production activities.
The main macroeconomic issues and the measures adopted by the Government are described below:
Economic activity, poverty and unemployment
In recent years, the Argentine economy suffered a significant impact from the crisis generated by COVID-19 to the difficult moment that the international economy is experiencing due to high inflation and the conflict between Russia and Ukraine.
In this sense, after the abrupt economic slowdown produced in 2020 as a result of the sanitary measures imposed, the economy has begun a path of recovery in 2021, reaching an increase of 10.4% in the Monthly Estimator of Economic Activity (“EMAE”). This trend was reduced during 2022, showing that indicator a positive variation, as of November of that year, of 2.6% year-on-year. Recent estimates predict that given the volatile Argentine and international situation, economic growth would slow down during 2023.
Additionally, the unemployment rate presented a rate of 7.1% for the third quarter of 2022, according to the latest information provided by INDEC.
Likewise, the pandemic has had a profound initial impact on the lowest-income sectors. The latest official statistical data available from INDEC corresponds to the first semester of 2022, and indicates that in that period poverty reached 36.5%.
Fiscal imbalance
The primary fiscal deficit continued to be high, amounting in 2022 to 2.4% of the Gross Domestic Product (“GDP”). For its part, the financial deficit amounted to 4.2% of GDP. The reduction compared to 2021 was mainly due to the reorganization of the fiscal accounts carried out in order to meet the goals agreed with the IMF in the Extended Facilities Program.
Tariff policy
Reducing the fiscal deficit is one of the central issues within the framework of the principle of agreement with the IMF, and a large part of the deficit is explained by the growth of subsidies that cover the delay with tariffs. Public services tariffs have been virtually (in some cases completely and in others partially) frozen for almost 24 months.
During 2022, public service companies only received temporary rate increases since the comprehensive rate review (“RTI”) renegotiation process has not been completed. In fact, towards the end of 2022, the Government extended its completion period until the end of 2023. For more information, see “Note 17 – Regulatory framework.”
Likewise, in order to encourage production, to reduce the impact on certain types of natural gas consumers and to reduce the subsidies paid to natural gas producers, as from November 2020, the Plan for the Promotion of Argentine Natural Gas Production - Supply and Demand Scheme 2020-2024 was established through Decree No. 892/2020 (the “Gas.Ar Plan”).
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Monetary imbalance and inflation
The country faces certain monetary imbalances aggravated by the high level of monetary issue as a result of the assistance measures adopted by the Government, thus pressing the international reserves of the Banco Central de la República Argentina (“BCRA”). The fall in the BCRA’s international reserves, accompanied by an increase in its monetary liabilities, has led to a tightening of the foreign exchange regulations that imposed restrictions on the accumulation and consumption of foreign currency and payments abroad, which in turn generated a significant gap between the official exchange rate and that of freer trading venues. For further information, see “Note 16 - Financial Risk Management”.
In order to deal with this situation, the Government has adopted several measures, among which we can mention: maximum price plans for certain food products, limitations to increases in utility tariffs and a limited exchange rate devaluation policy.
According to the latest Survey of Market Expectations (“REM”) carried out by the BCRA corresponding to December 2023, the median resulting from the estimates made by the 37 participants of the REM, showed an expected inflation of 110% for 2023.
Public debt
In 2022, an extremely important milestone was achieved, which was the agreement reached with the International Monetary Fund (“IMF”) for a new Extended Facilities Program. With a duration of 30 months, disbursements are made over 10 years, four and a half years of grace, this program allows the country to postpone its maturities with the agency and strengthen its reserves in the short term. Among the commitments assumed is gradual fiscal consolidation -reaching equilibrium in 2025- together with the reduction of monetary financing of the deficit and the accumulation of reserves to gain some freedom in monetary policy.
Exchange market
The low level of reserves in the BCRA has led the National Government to maintain a very restrictive exchange control for the purchase of foreign currency in the single free market for foreign exchange (“MULC”), in which the price of the US dollar at 31 December 2022 was $176.96 (buyer) and $177.16 (seller), representing an increase of approximately 72%, well below inflation as measured by the CPI. However, as of December 31, 2022, the gap with respect to the alternative quotations of the US dollar obtained in the market was close to 100%.
Since the primary elections that took place in September 2021, the BCRA had to tighten the exchange rate clamp to try to stop the leak of foreign currency, establishing, among other measures, greater restrictions on access to the MULC for imports. For further information, see “Note 16.1.1. – Risk associated with exchange rate”.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The current economic context and in particular, the exchange market generates expectations that the local currency will continue to devaluate, being a relevant aspect the speed with which this issue may develop in the next months, as well as other restrictions and/or developments in the exchange market with effects on different aspects of the economic activity, such as foreign trade and others.
The Company’s management permanently monitors the evolution of the situations affecting its business, in order to determine the possible actions to be taken and identify the eventual impacts on its financial position and the results of its operations. The Company’s financial statements should be read considering these circumstances.
| 2. | CONSOLIDATED FINANCIAL STATEMENTS |
tgs presents its consolidated financial statements including Telcosur S.A. (“Telcosur”), CTG Energía S.A. (“CTG”) and TGSLatam Energía S.A. (“TGSLatam”), its consolidated subsidiaries, which are jointly referred to as “tgs” or “the Company”.
These consolidated financial statements were approved and authorized for issuance by the Company’s Board of Directors on April 25, 2023.
| 3. | BASIS OF PRESENTATION |
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (“IASB”) and the International Financial Interpretations Committee (“IFRIC”), jointly the “IFRS”).
The CNV, in Title IV, Chapter III, Article 1 of the Rules has provided that listed companies must submit their consolidated financial statements by applying Technical Resolution No. 26 of the Argentine Federation of Professional Councils of Economic Sciences (“FACPCE”), which adopts the International Financial Reporting Standards (“IFRS”) issued by the IASB, its amendments and circulars for the adoption of IFRS that the FACPCE dictates in accordance with the provisions of that Technical Resolution.
The preparation of the consolidated financial statements in conformity with IFRS requires management to make accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting fiscal year. Estimates are used when accounting for the allowance for doubtful accounts, income taxes, provisions for legal claims and others, depreciations and recoverable value of assets. Actual results could be significantly different from such estimates.
The presentation in the statement of financial position distinguishes between current and non-current assets and liabilities. The assets and liabilities are those expected to be realized or settled within twelve months after the end of the reporting period under review, and those held for sale. The fiscal year begins on January 1 and ends on December 31 of each year. The economic and financial results are presented on a fiscal year basis.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The consolidated financial statements have been stated in terms of the measuring unit current as of December 31, 2022 in accordance with IAS 29 “Financial reporting in hyperinflationary economies” and are stated in thousands of Argentine pesos (“Ps.” Or “pesos”) which is the functional currency of the Company, unless otherwise stated. For further information, see Note 4.c).
| 4. | SIGNIFICANT ACCOUNTING POLICIES |
4.a) New accounting standards
4.a 1) New standards and interpretations issued by the IASB effective for the years beginning on or after January 1, 2022 adopted by the Company
The new accounting standards, amendments and interpretations issued by the IASB that became effective as of January 1, 2022 and that have not had an impact on the Company’s consolidated financial statements are the following:
IAS 16 - Property, plant and equipment (“PPE”) – Proceeds before intended use
In May 2020, the IASB issued an amendment to IAS 16 that prohibits entities from deducting from the cost of an item of PPE the revenue from the sale of items produced while bringing that asset into use. Instead, an entity shall recognize the revenue from the sale of such items, as well as the costs of production of those items, in profit or loss.
This amendment became effective for annual periods that began on or after January 1, 2022 and should be applied retrospectively to items of PPE that are available for use from the beginning of the earliest period presented when the company first applies the amendment.
The amendments did not have a significant impact on the Company’s consolidated financial statements.
IAS 37: Onerous Contracts: Cost of Fulfilling a Contract
In May 2020, the IASB issued amendments to IAS 37 to specify which costs an entit should include when assessing whether a contract is onerous.
These amendments clarify the meaning of “costs to fulfill a contract”. Costs that relate directly to a contract for the supply of goods or services include both incremental costs and an allocation of costs directly related to contract activities.
These amendments became effective for annual reporting periods that began on or after January 1, 2022.
The amendments did not have a significant impact on the Company´s consolidated financial statements.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
4.a.2) New IFRS issued that are not yet effective for the year beginning January 1, 2022.
The IFRS that potentially have an impact on the Company, which are not mandatory and have not been adopted early in the year beginning January 1, 2022, are listed below:
Classification of debt as current and non-current (amendment to IAS 1)
On January 23, 2020, the IASB issued the classification of debt as current and non-current, which amends IAS 1 Presentation of Financial Statements. These amendments affect the requirements of IAS 1 for the presentation of debt.
Specifically, it clarifies the criteria for classifying debt as non-current. The date of application of the amendment was set for fiscal years beginning on or after January 1, 2023, with retroactive application. The Company is evaluating the impact of these amendments for the presentation of debt.
IAS 12: “Income tax”
IAS 12 - Income Tax specifies how an entity accounts for income tax, including deferred tax, which represents tax to be paid or recovered in future periods.
The amendments clarify that the exemption defined in the standard to recognize deferred taxes when assets or liabilities are recognized for the first time is not applicable in the case of leases and provisions for decommissioning.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and early application is permitted.
This amendment is not expected to have a significant impact on the Company´s consolidated financial statements.
IAS 8: “Accounting Policies, Changes in Accounting Estimates and Errors”
In February 2021, the IASB issued amendments to IAS 8, introducing a definition of “accounting estimates”. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. They also clarify how entities use measurement techniques and inputs to develop accounting estimates.
The modifications are effective for annual reporting periods that began on or after January 1, 2023.
This amendment is not expected to have a significant impact on the Company´s consolidated financial statements.
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TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
IAS 1: Disclosure of accounting policies – Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2, Making Materiality, providing guidance and examples to help entities apply disclosure materiality judgments on accounting policies. The purpose of the amendments is to help entities provide information about accounting policies that is more useful, by replacing the requirement that entities disclose their “significant” accounting policies with “material” accounting policies and by adding guidance on how Entities apply the concept of materiality when making decisions about disclosures regarding accounting policies.
The modifications are effective for annual reporting periods that began on or after January 1, 2023.
This amendment is not expected to have a significant impact on the Company´s consolidated financial statements.
| 4.b) | Consolidation |
4.b.1) Subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. For this purpose and unless there are specific requirements, it is generally considered that tgs has control, when it has a participation equal to or greater than 50% of the available voting rights.
The accounting policies of the subsidiaries are consistent with the accounting policies adopted by the Company.
Inter-company transactions, balances and profit or loss from transactions between group companies are eliminated. Unrealized profit or loss are also eliminated.
Detailed data reflecting subsidiary control as of December 31, 2022 and 2021 is as follows:
% of shareholding and voting | |||||||||||
| Company | Incorporation country | Direct | Indirect | Closing date | Main activity | ||||||
| Telcosur | Argentina | 99.98 | % | - | December 31 | Telecommunication Services | |||||
| CTG | Argentina | 100 | % | - | December 31 | Electricity related services | |||||
| TGSLatam | Bolivia | 80 | % | 100 | % | December 31 | Hydrocarbons and Electrical power related services | ||||
For consolidation purposes for the year ended December 31, 2022, the financial statements of Telcosur and TGSLatam have been used at those dates. The subsidiary CTG does not record operations or significant assets and liabilities as of December 31, 2022 and 2021.
F-14
Table of Contents
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
4.b.2) Associates
Associates are entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition.
The Company accounted for the investments in its associates, under the equity method on the basis on the financial statements as of September 30, 2022 of Gas Link S.A. (“Link”), Transporte y Servicios de Gas en Uruguay SA (“TGU”) and Emprendimientos de Gas del Sur S.A. (“EGS”), under liquidation. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Company. The Company’s management is not aware of any significant subsequent events which affected the financial statements as of September 30, 2022 of Link, TGU and EGS (in liquidation) from this date to December 31, 2022.
Unrealized gains and losses resulting from transactions between tgs and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture.
In the table below, associates are disclosed, together with the percentage of shareholding and voting as of December 31, 2022 and 2021:
| Company | % of shareholding
| |||||||||||||||||||||||||||||||||||||||||||||
| EGS (“in liquidation”) | 49.00% | Argentina | Pipeline exploitation and | December 31 | ||||||||||||||||||||||||||||||||||||||||||
Link
4.b.3) Joint arrangement As indicated in “Note 23 – Associates and Joint Arrangement”, on August 7, 2017, the Company proceeded to create a UT (similar to a joint operation) with SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A. (“SACDE”) (“UT”). This operation is evaluated as a joint agreement under the provisions included in “IFRS 11 - Joint Arrangements” since the parties have joint control of the operation, meaning that the decisions of the relevant activities are taken under the unanimous consent of the parties. The Company has defined that the UT constitutes a joint operation given that it grants its participants a percentage of the rights over the assets and liabilities arising from each contract. Accordingly, the Company recognizes its share in the jointly operated assets, liabilities, revenues, costs and expenses. F-15 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Accounting policies applicable to the UT have been modified and adapted, if applicable, to ensure consistency with the policies adopted by the Company. For further information regarding the UT, see Note 23.
Foreign currency translation |
4.c.1) Functional and presentation currency
The consolidated financial statements are presented in thousands of Argentine Pesos, which is the Company’s functional currency. Each subsidiary or associate determines its own functional currency based on the currency of the primary economic environment in which these entities operate.
4.c.2) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the profit or loss for the year.
Foreign exchange gains and losses are presented in the statement of comprehensive income within financial income and financial expenses, as appropriate.
4.c.3) Associates
The functional currency of the associate company TGU, which is located abroad, is the US dollar, because it is the currency in which it substantially generates its income and incurs its expenses. Assets and liabilities were converted into Argentine pesos using the exchange rate prevailing at the end of each year, their common stock and retained earnings at their historical exchange rates and results at average exchange rates.
| 4.d) | Restatement to constant currency |
4.d.1) Regulatory framework
The consolidated financial statements as of December 31, 2022, including comparative figures, have been restated to take into account changes in the general purchasing power of the Company’s functional currency (the Argentine peso) in accordance with IAS 29 “Financial Reporting in hyperinflationary economies” (“IAS 29”) and CNV General Resolution No. 777/2018. As a result, the financial statements are stated in terms of the current unit of measurement at the 2022 balance sheet date.
IAS 29 requires that the financial statements of an entity that reports in the currency of a hyperinflationary economy, regardless of whether they are based on the historical cost method or the current cost method, are expressed in terms of the current unit of measurement at the closing date of the reporting period. In order to conclude on the existence of a hyperinflationary economy, the standard details a series of factors to be considered, among which is a cumulative inflation rate over three years that approaches or exceeds 100%.
F-16
Table of Contents
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The accumulated inflation in three years is over 100%. Likewise, both the National Government projections and other available projections indicate that this trend will not be reversed in the short term.
To evaluate the aforementioned quantitative condition, and also to restate the financial statements, the CNV has established that the series of indexes to be used for the application of IAS 29 is determined by the FACPCE. This series of indexes combines the National Consumer Price Index (“CPI”) as of January 2017 (base month: December 2016) with the Domestic Wholesale Price Index (“IPIM”), both published by the Institute National Statistics and Census (“INDEC”) until that date. For the months of November and December 2015, for which there is no information from the INDEC on the evolution of the IPIM, the variation in the CPI of the Autonomous City of Buenos Aires was applied.
Considering the aforementioned index, inflation was 94.79%, 50.94% and 36.14% in the years ended December 31, 2022, 2021 and 2020 respectively.
4.d.2) Restatement mechanism
The financial statements must be adjusted to consider changes in the general purchasing power of the currency, so that they are expressed in the current unit of measurement at the end of the reporting period. Said requirements also include all the comparative information of the financial statements, without modifying the decisions made based on the financial information corresponding to those financial years.
The figures as of December 31, 2021 and 2020, which are presented in these Consolidated Financial Statements for comparative purposes, arise from the restatement to the current unit of measure of the Financial Statements as of said dates, in accordance with IAS 29.
Restatement of the balance sheet
i. Monetary items (those with a fixed nominal value in local currency) are not restated, since they are already expressed in the current unit of measurement at the closing date of the reporting period. In an inflationary period, maintaining monetary assets generates loss of purchasing power and maintaining monetary liabilities generates a gain in purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent for these effects. The monetary loss or gain is included in the result of the period in which it is reported.
ii. The non-monetary items measured at their current values at the end of the reporting period are not restated for the purpose of their presentation in the balance sheet, but the adjustment process must be completed to determine in terms of a homogeneous unit of measurement the results produced by the holding of these non-monetary items.
iii. Non-monetary items measured at historical cost or at a fair value as of a date prior to the closing date of the reporting period are restated by coefficients that reflect the variation in the general price level from the date of acquisition or revaluation to the closing date, proceeding then to compare the restated amounts of those assets with the corresponding recoverable values.
F-17
Table of Contents
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
iv. The restatement of non-monetary assets in the terms of the current unit of measurement at the end of the reporting period without an equivalent adjustment for tax purposes, results in a temporary taxable difference and the recognition of a deferred tax liability whose counterparty is recognized in the result of the period. For the closing of the subsequent period, the deferred tax items are restated for inflation to re-determine the charge to the result of the next period.
v. When the capitalization of costs for loans in non-monetary assets in accordance with IAS 23 is applicable, the portion of those costs that compensate the lender for the effects of inflation is not capitalized.
Restatement of the Comprehensive Income Statement
Revenues and expenses (including interest and foreign exchange differences) are restated from the date of their booking, except for those items of the result that reflect or include in their determination the consumption of assets measured in purchasing power of a date before the consumption booked, which are restated based on the date of origin of the asset to which the item is related (for example, depreciation and other consumption of assets valued at historical cost); and also those results that arise from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison, but with the amounts already restated.
The result of the exposure to the change in the purchasing power of the currency (monetary results) is presented in a separate line and reflects the effect of inflation on the monetary items.
Restatement of the statement of changes in equity
As of the transition date (January 1, 2016), the Company applied the following special rules:
i. The components of the capital stock were restated from the dates they were contributed.
ii. Reserved earnings were maintained at the date of transition at their nominal value (legal amount without restatement).
iii. 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 sections.
iv. After the restatement at the transition date, all the components of the equity are restated by applying the general price index from the beginning of the period, and each variation of those components is restated from the date of contribution or from the moment in which is added by any other means.
F-18
Table of Contents
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Restatement of the statement of cash flows
IAS 29 requires that all items in this statement should be restated in terms of the current unit of measurement as of the closing date of the period for which it is reported.
The monetary result generated by cash and cash equivalents is presented in the Statement of Cash Flows separately from cash flows from operating, investing and financing activities, as a specific item of the reconciliation between cash and cash equivalents at the beginning and at the end of the year.
4.e.1) Financial assets Recognition and initial measurement Financial assets are classified, at the time of initial recognition, as: Financial assets subsequently measured at amortised cost, and Financial assets subsequently measured at fair value (either with changes in other comprehensive income or with changes in results). The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. For additional information, see Note 16.2.1. Subsequent measurement After initial recognition, financial assets are measured according to their initial classification according to the following categories: Financial assets measured at amortised cost It is the most relevant category used by the Company, financial assets are classified and measure at amortised cost if both of the following conditions are met: 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. Financial assets measured at amortised cost are subsequently measured using the effective interest method. Gains and losses are recognized in the Statement of Comprehensive Income under financial results when the asset is derecognized, modified or impaired. Financial assets at fair value through OCI (Debt instruments) Corresponds to financial assets that are maintained in a business model whose objective is achieved by obtaining contractual cash flows and selling them. F-19 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Unrealized gains or losses arising from changes in fair value are recognized as other comprehensive income, except for the accrual of interest, exchange rate difference and the impairment of such assets that are recognized as financial results in the Statement of Comprehensive Income. At the time the asset is written off, the accumulated gain or loss is recognized as a financial result and it is eliminated from the respective reserve. As of December 31, 2022 and 2021, the Company has not recognized any financial assets under this category. Financial assets designated at fair value through OCI (equity instruments) Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the Statement of Comprehensive Income when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. As of December 31, 2022 and 2021, the Company has not recognized any financial assets under this category. Financial assets at fair value through profit or loss In the event that financial assets are not classified according to the aforementioned categories, they will be subsequently measured at fair value, presenting gains or losses arising from changes in fair value in the income statement within financial results in the year in which they are originated. Impairment of financial assets The Company applies the Expected Credit loss (“ECL”) model for those financial assets accounted for at amortised cost or at fair value through OCI. The ECL is based on the difference between the contractual cash flows due in accordance with the contract and the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. To this end, the Company evaluates various factors, including credit risk, historical trends and other available information. The application of this model implies recognition of:
F-20 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) In case a loss allowance is recognized, the carrying amount of the asset is reduced through an impairment account and the amount of the loss is presented in the Statement of Comprehensive Income at the time it occurs. Subsequent recoveries of amounts previously written off are credited in the same line item. The impairment tests performed on accounts receivable are described in Note 4.h. 4.e.2) Financial liabilities Includes trade payables, loans, other payables and certain payroll and social security taxes payable. Recognition and initial measurement Financial liabilities are classified, at initial recognition, as subsequently measured at amortised cost or at fair value through profit or loss, as appropriate. All financial liabilities are recognized initially at fair value net of transaction costs. They are classified in current liabilities, except those whose maturity exceeds twelve months, which are classified as non-current liabilities. Subsequent measurement Financial liabilities at fair value through profit or loss Includes financial liabilities measured at fair value. As of December 31, 2022 there are no instruments classified in this category. As of December 31, 2021 the Company includes derivative financial instruments under this category. Financial liabilities at amortised cost The Company includes financial liabilities with fixed or determinable payments that are not quoted in an active market. Current liabilities are included, except those whose maturity exceeds twelve months including premiums, discounts and direct expenses, which are included as non-current liabilities. They are measured using the effective interest method. As of December 31, 2022 and 2021, all of the Company’s financial liabilities were classified in this category. Offsetting of financial instruments Financial assets and liabilities are offset when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.
Derivative financial instruments are recognized at their fair value at inception and subsequently measured at their fair value and disclosed as assets or liabilities depending if it is F-21 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Derivative financial instruments are measured in accordance with IFRS 13 “Fair value measurement”. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument or not and, according to the nature of the item being hedged. As of December 31, 2021, the Company had contracted forward operations for the purchase of US dollars, (which qualify as exchange-traded futures), which are disclosed in the item “Derivative financial instruments” of the Statement of Financial Position, for which the application of the hedge accounting as defined by IFRS 9 has not been elected. The (loss) / gain for the year was included in the line “Derivative financial instruments result” in “Financial Results” in the Statement of Comprehensive Income. For more information, see notes 16.1.1 and 16.1.3 to these financial statements.
Inventories consist of natural gas (in excess of the “Line Pack”, classified as property, plant and equipment) in the Company’s pipeline system, and the liquids stored obtained from natural gas processing at the Cerri Complex. Inventories are measured at the lower of cost restated for the inflation effects as mentioned in Note 4.d. or net realizable value. Cost is determined using the weighted average cost method. The cost of inventories includes expenditure incurred in purchasing and production and other necessary costs to bring them to their existing location and condition. The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated costs to make the sale. The assessment of the recoverable value of these assets is made at each reporting date, and the resulting loss is recognized in the statement of comprehensive income when the inventories are overstated.
Trade receivables are amounts due from customers for goods and services performed in the ordinary course of business. Contract assets are unbilled amounts due to customers related to works in progress. Trade receivables, contract assets and other receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for trade receivables. The Company applies the simplified approach to measuring expected credit losses for trade receivables, contract assets and other receivables. For this purpose, customers have been grouped based on shared credit risk characteristics, the existence of guarantees, historical credit losses experienced and the existence of judicial proceedings aimed at obtaining payment. Once each group was defined, an expected uncollectibility rate calculated based on historic default rates adjusted to future economic conditions was defined. F-22 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
Cash and cash equivalents includes cash in hand, deposits with banking institutions and other short-term, highly liquid investments with original maturities not exceeding three months and without being subject to a risk of a significant change of value.
Assets transferred from the privatization of GdE: The value of these assets was determined based on the price paid for the acquisition of 70% of the Company’s common stock, which amounted to U.S.$ 561.2 million. This price was the basis to determine a total value of common stock of U.S.$ 801.7 million, which, when added to the debt assumed under the Company’s privatization agreement (the “Transfer Agreement”) of U.S.$ 395.0 million, resulted in a total value for PPE of U.S.$ 1,196.7 million. Such value, converted at the exchange rate in effect as of the date of the Transfer Agreement, has been restated for the effects of inflation as mentioned in Note 4.d, and less accumulated depreciation. Line pack:It represents the natural gas in the transportation system that is necessary to keep the system at operating capacity, valued at acquisition cost and restated for the effects of inflation as mentioned in Note 4.d. Materials: Materials are recognized at historical cost restated in accordance with Note 4.d. Consumption is restated based on the origin date of the acquisition of the asset. Other items of PPE:have been valued at acquisition cost restated for the effects of inflation as mentioned in Note 4.d, and net of accumulated depreciation. They include, mainly, all the investments made to achieve system integrity and public safety equal to those required by international standards. Such investments included, among others, the costs of survey programs related to internal and external pipeline inspection, cathodic protection, pipeline replacement and recoating, and the facilities affected to the Production and Commercialization of Liquids and Other Services segment. PPE additions are recorded at acquisition or construction cost less accumulated depreciation and impairment losses (if applicable), except land, which is recorded at historical cost acquisition minus any impairment (if applicable), all this restated for the effects of inflation as mentioned in Note 4.d. The cost includes the cost of replacing significant components and the borrowing costs derived from loans that finance its construction to the extent that the requirements for recognition as assets are met. F-23 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Subsequent costs restated for the effects of inflation as mentioned in Note 4.d. are included in the carrying amount of the asset or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be reliably measured. The carrying amount of a replaced component is written off. In the same way, when a major maintenance is carried out, they are added to the cost of the equipment if the recognition criteria are satisfied, eliminating any remaining non-depreciated remaining value restated for the effects of inflation as mentioned in Note 4.d, if any, of previous overhaul. In this sense, Resolutions No. 1660/2000 (“Resolution 1660”) and No. 1903/2000 (“Resolution 1903”) issued by ENARGAS include definitions about the costs that should be considered as improvements or maintenance expenses. All other repairs and maintenance are charged to the statement of comprehensive income when incurred. In accordance with IAS 23, the Company capitalizes financial expense on long term construction projects, until the moment in which the asset is in conditions for its use. Capitalization of borrowing costs is carried out considering the provisions of IAS 29, recording as an expense in the Statement of Comprehensive Income the part of the borrowing costs that compensates for inflation during the same period. As of December 31, 2022 and 2021 there have not been capitalized borrowing costs. Depreciation related to natural gas transportation assets is computed under the straight -line method over the estimated useful lives of the specific assets, which are not exceeding the maximum useful lives established by ENARGAS through Resolutions 1660 and 1903. For depreciation of all other PPE, the Company uses the straight-line method of depreciation based on the useful life assigned to each item. Major maintenance costs are depreciated according to the estimated time until the next major maintenance planned. Regarding the capitalized financial costs, they are depreciated based on the remaining useful lives of those components of PPE that originated such capitalization. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. For further information, see Note 12. The result generated by the disposal of PPE components is recognized in the year in which it is generated. Impairment of non-financial assets: The Company assesses at each reporting period whether there is an indication that an individual component or a group of PPE may be impaired. If any indication exists, the Company estimates the asset´s recoverable amount. An asset´s recoverable amount is the higher of the fair value less costs to sell that asset, and its value-in-use. That amount is determined for and individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets; in which case, the cash flows of the group of assets that form part of the cash-generating unit (“CGU”) to which the belong are taken. F-24 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Where the carrying amount of an individual asset or CGU exceeds its recoverable amount, the individual asset or CGU, as the case may be, is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in the consolidated statement of comprehensive income. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. To such end, the management makes estimates and assumptions of the economic conditions that will prevail throughout the useful life of the assets. As a result of the factors mentioned above, actual cash flows and values could vary significantly from projected cash flows and the values derived from the discounting techniques used. Impairment losses, if any, are recognized in the statement of comprehensive income. As of December 31, 2022 and 2021, the book value of PPE did not exceed its recoverable value. Infrastructure used in the natural gas transportation service: for its measurement and disclosure, the Company has evaluated the application of Interpretation No. 12 “Service Concession Agreements” (IFRIC 12) that sets the guidelines for the accounting of private entities that provide public services through a service concession agreement or a contract of a similar nature. Considering the current terms and conditions of the License, tgs concluded that the License is outside the scope of IFRIC 12, as it is considered in substance to provide for an indefinite term because the infrastructure will never revert to the grantor and due to the characteristics of renewal of the License that give a similar result to what which would result from having obtained a perpetual right to operate the infrastructure. The evaluation carried out and the conclusions reached by tgs are consistent with those of other transportation and natural gas distribution companies in Argentina that are subject to the similar regulations and license agreements. The evaluation was carried out jointly, when the transportation and distribution companies adopted the IFRS in Argentina in 2012, together with the FACPCE, the Buenos Aires Stock Exchange (Bolsas y Mercados Argentinos -“BYMA”) and the CNV, considering the contributions of ENARGAS with respect to the regulatory aspects of the License agreements. In this regard, the CNV issued General Resolution No. 613/2012, ratifying that IFRIC 12 does not apply to natural gas transportation and distribution licenses established under the regulatory framework described in Note 17. F-25 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Trade payable are initially recognized at fair value. Subsequently they are measured at amortised cost using the effective tax method.
Income tax includes current tax and deferred income tax. Income tax is presented in the Statement of Comprehensive Income. The current income tax is calculated on the basis of tax regulations in force at each reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which tax regulations are subject to interpretation and establishes provisions if applicable. As of December 31, 2022 and 2021, there are no provisions booked for this concept. The Company has calculated income tax charges using the deferred tax method, which considers the effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured at undiscounted nominal value at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting period rate (See Note 14). A deferred tax is recognized on the temporary differences arising from investments in subsidiaries and associates, except for deferred tax liabilities where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the reversal will not occur in the foreseeable future. Deferred tax assets and liabilities are offset if the Company has a legally enforceable right to offset recognized amounts and when deferred tax assets and liabilities relate to income tax levied by the same tax authority on the same taxable entity or different taxable entities that intend to settle tax assets and liabilities on a net basis. Deferred tax assets are recognized to the extent that it is probable that future taxable income will be generated against which the temporary differences can be used. The assets and liabilities generated by the application of the deferred tax were valued at their nominal amount considering the restatements for inflation mentioned in Note 4.d) and are classified as non-current assets or liabilities. F-27 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The Company has recorded provisions related to legal actions, judicial court, claims and administrative proceedings, including interpretive questions of the current legislation and those of regulatory nature. Provisions for legal claims and/or claims by third parties (“legal claims and others”) are recorded at the expected cancellation value when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Estimates are reviewed and adjusted, as the Company obtains additional information to be received.
Revenue is measured at the fair value of the consideration received or to be received, and represents amounts receivable for goods and/or services supplied. Revenue is recognized when the control of goods or services is transferred to the customer and the consideration is determined by an amount that reflects the consideration that the Company expects to receive. Tax on exports and turnover tax are disclosed as Selling Expenses. The following are the accounting policies of the Company for the recognition of revenue of each of the business segments defined by our management: Natural Gas Transportation Natural Gas transportation services includes: (i) firm natural gas transportation, whose revenues are recognized when the capacity is reserved and paid for regardless of actual usage by the customer, (ii) interruptible natural gas transportation and exchange and displacement services whose revenues are recognized when services are rendered and (iii) the operation and maintenance service of the assets affected by the natural gas transportation service corresponding to the expansions promoted by the National Government and whose ownership corresponds to the trusts created for such purpose whose revenues are recognized when services are rendered. The applicable rates arise from the tariff tables published by ENARGAS. Thus Company’s revenues are recognized by the amount for which it will be entitled to receive as consideration. At the end of each month, F-28 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Liquids Production and Commercialization This business segment includes: (i) production and commercialization of liquids on our own account which revenues are recognized in a point in time, and (ii) other liquid services which revenues are recognized over the time. Liquids Production and Commercialization in the domestic market In the domestic market, The price of those tons of propane and butane that are not sold within the framework of the aforementioned programs is determined by the ex-Ministry of Energy and Mining Regarding ethane sales, they are made to PBB Polisur S.R.L. (“PBB”), the only customer to whom this product is sold. To estimate transaction price, the Company uses the most probable amount method. In this regard, the Company only recognizes those transactions where it is highly probable that they will not be reversed in the future. Liquids Production and Commercialization in the foreign market In the foreign market, the Company markets propane, butane and natural gasoline to international traders (“traders”) and other clients of worldwide renown, some of them through trucks. These sales are made under short-term contracts (less than one year), with the price determined as reference to international prices plus / minus a fixed amount per ton sold. There are no variable consideration components in these contracts. For both domestic and foreign market sales, Other liquids services The Liquids production and commercialization segment also comprises reception, storage and dispatch of the liquids from the facilities located in Puerto Galván. F-29 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Revenues from sales are recognized when the service is effectively rendered, that is, after the dispatch to each vessel. The price is agreed by the parties being a fixed amount per ton of product dispatched, there being no variable components in them. These services are billed monthly, at which time an unconditional right to receive the consideration from the client arises. Subsidies As part of its participation in propane and butane supply programs in the local market carried out by the National Government, (for more information see “Note 17 - Regulatory Framework - b) Regulatory framework for non-regulated segments”), the Company receives from the Secretary of Energy a series of subsidies that are recognized in accordance with the provisions of IAS 20 “Accounting for government grants and disclosures of government assistance” because they correspond to economic compensations calculated as the difference between the sale prices of the products determined in accordance with the legislation in force and the reference prices calculated by the Secretary of Energy. Subsidies are recognized at fair value whenever there is reasonable assurance that will be received and that the product has been delivered. They are presented within the caption Other services The services included in the Other Services segment consist mainly in (i) treatment, removal of impurities and natural gas compression, including the collection and transport of natural gas (ii) inspection and maintenance of pipelines and compressor plants, (iii) services of steam generation for electricity production and management services for expansion works and steam generation for the production of electricity and (iv) natural gas transportation services in Vaca Muerta. Revenues from sales of this business segment are recognized over the time in the period in which the service is provided. The sale price is determined according to what arises from the contractual conditions agreed between Revenues from the participation in the joint venture, which correspond to the construction activities provided by the joint venture, are recognized based on the stage of completion of the contractual activity (percentage of completion method), considering the estimated final margin of the work. To apply the percentage of completion method, the revenue recognized at the end of the period will correspond to the total contractual revenue multiplied by the actual percentage of completion, based on the proportion of the total direct contractual costs incurred to date, and the total direct contractual costs, including the estimated costs to complete the construction. Costs incurred in excess of the costs associated with revenue are recognized in Contract assets. F-30 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Telecommunications Revenues from the provision of Telecommunications services are recognized in the statement of comprehensive income at the time of effective performance of the service. The sale price is determined according to what arises from the contractual conditions agreed between Financial components The Company does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
Mainly consist of pre-payments for services made by customers in order to finance the works to render the Additionally, it includes the advance received by the UT from the Argentine Government as payment on account of the gas pipeline construction project. For more information, see
The activity in the Equity accounts reflects resolutions adopted by Shareholders in their meetings, or the effects of the laws or regulations in force. The equity accounts are restated for the inflation effects according to what is mentioned in Note Common stock and adjustment to common stock The common stock consists of contributions made by shareholders represented by shares and comprises outstanding shares at their face value, net of treasury shares mentioned below. Common stock accounts were restated in constant currency as mentioned in Note Common stock adjustment is not distributable in cash or in kind but may be capitalized through issuance of shares. In addition, this balance may be used to compensate accumulated losses. F-31 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Treasury shares and adjustments to treasury shares Corresponds to the reclassification of the nominal value and corresponding restatement in constant peso (Inflation Adjustment to Common Stock) of shares issued and repurchased by the Company in market transactions, as required by the current regulations of the CNV. Own equity instruments that are reacquired (treasury shares) are recognized at cost restated for the inflation effects as mentioned in Note Additional paid-up capital Corresponds to the difference between the carrying value of the treasury shares and the quoted value at the time were distributed (for more information see Note 19.b). It is restated according to what is mentioned in Note 4.d). Legal Reserve Pursuant to the provisions of the Argentine Business Association Law and the CNV, the Company is required to set up a legal reserve by providing at least 5% of the aggregate amount of net income for the year, prior year adjustments, transfers of other comprehensive income to retained earnings and accumulated losses of prior years, when this aggregate amount exceeds zero until the legal reserve equals 20% of the sum of Capital stock and Adjustment to capital stock balances. Distribution of dividends The cash dividend is recognized as a liability in the Company’s financial statements in the year in which they are approved by the shareholders of the Company or the Board of Directors according to the powers delegated by the Shareholders’ Meeting, as appropriate. Retained earnings The outstanding balance of retained earnings includes accumulated gains or losses which were not allocated to a specific purpose reserve and, when positive, may be distributed pursuant to the decision of the Shareholders provided these retained earnings are not subject to legal restrictions, as mentioned above “Legal reserve”.
Earnings per share as of December 31, 2022, 2021 and 2020 were calculated as follows:
F-32 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The preparation of financial statements in conformity with professional accounting standards requires the Company to make accounting estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The making of such estimates involves 5.a) Impairment of PPE As mentioned in Note 4.j), the When assessing whether an impairment indicator may exist, 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.
F-33 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the (Stated in Since August 2019, the main macroeconomic and business variables in Argentina suffered a significant deterioration. This situation was aggravated in 2020 by the negative consequences that COVID had on The value in use of PPE is sensitive to significant variation in the assumptions applied, including the determination of future tariffs determined by the Argentine Government in the Natural Gas Transportation The value in use is calculated based on the basis of discounted future cash flows. The projected cash flows are prepared taking into In performing the analysis for the Natural Gas Transportation segment, the The a) Base scenario: probability of occurrence assigned b) Optimistic scenario: probability of occurrence assigned c) Pessimistic scenario: probability of occurrence assigned In order to make the comparison between the expected cash flow and the book value of the assets assigned to the Natural Gas Transportation segment, the Company has used a weighting of the scenarios, in accordance with the probabilities mentioned above, to determine the expected value in use. As of December 31, 2022 and 2021, based on the foregoing, the management has not determined the need to record an additional impairment charge. During 2020, test. As of December 31,
The estimated recoverable amounts of PPE items are sensitive to significant variation in the assumptions applied. In either case, there can be no assurance with certainty that the actual cash flows arising from these circumstances will be in line with the assumptions applied in determining the values in use. Therefore, significant differences could arise in the future in relation to the estimated values in use. F-34 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) 5.b) Provisions for legal and other claims The Company has recorded certain contingent liabilities related to legal, judicial or extrajudicial actions, claims and administrative proceedings, including those of a legal and regulatory nature. The Company records liabilities when their occurrence is probable and when a reliable estimate of their amount can be made. Provisions are based on events known to the Company at the date of issuance of its financial statements, their probability of occurrence, its estimates of the outcome of such matters and the experience of its legal advisors in contesting, litigating and settling other matters. To the extent that there are more elements of judgment that allow improving the evaluation of contingencies, there will be changes in the estimates of future charges, which could have an impact on the 5.c) Income tax Deferred tax assets are recognized for all tax loss carryforwards to the extent that it is probable that there will be a taxable profit against which the tax loss can be utilized. Determining the amount of deferred tax assets that can be recognized requires significant judgments to be made by management based on the likely timing and level of future tax benefits, together with future tax planning strategies and macroeconomic variables that impact the business. On December 29, 2017, the PEN enacted and put into effect through Decree 1112/2017 a tax reform sanctioned in the National Congress through Law No. 27,430 (the On June 16, 2021, “Law No. 27,630: Amending the Income Tax Law” was published in the Official Gazette which, among other issues, introduces a modification in the income tax rate effective for fiscal years or fiscal years beginning on or after January 1, 2021. The amendment establishes a tiered system of rates in three segments according to the For the determination of the deferred and current income tax charge as of December 31, More detailed information on income tax is included in Note 14 F-35 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
For purposes of the consolidated statement of cash flows, the Company considers all highly liquid temporary investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Non-cash investing and financing activities for the years ended December 31,
Note 13 to these consolidated financial statements includes a reconciliation between the initial and final balance of the financial liabilities arising from financing activities. F-36 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
IFRS 8 “Operating Segments” requires an entity to report financial and descriptive information about its reportable segments, which are operating segments or aggregations of operating segments that meet specified criteria. Operating segments are components of an entity about which separate financial information is available that is evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Board of Directors. The Company analyzes its businesses into four segments: (i) Natural Gas Transportation Services, subject to ENARGAS regulations, (ii) Liquids Production and Commercialization, (iii) Other Services including midstream, among others, and (iv) Telecommunications. These last three business segments are not regulated by ENARGAS. Production and Commercialization of Liquids segment is regulated by the SE. Detailed information on each business segment for the years ended December 31,
F-37 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-38 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The movement of the allowance for doubtful accounts is as follows:
During F-39 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Revenues related to the contract liabilities will be recognized in the Statement of Comprehensive Income in accordance with the schedule stipulated with the customers for the provision of the service, which will be completed between 2025 and
Disaggregation of revenues Below is a table in which revenues are disaggregated considering the type of market and the opportunity to satisfy performance obligations:
F-40 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Detailed information of revenues on each business segment for the years ended December 31, 2022, 2021 and 2020 is disclosed below:
F-41 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-42 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-43 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-44 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-46 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
The Company participates in the UT in a percentage of 51% on the rights of the assets and on the obligations related to them. F-47 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) The breakdown of the amounts included in the statements of financial position related to the
F-48 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-49 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
F-50 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) The following is the composition of the resulting net book value of Property, plant and equipment as of December 31, 2022 and 2021:
As of December 31,
The book value variation of the rights-of use accounted during the years ended on December 31,
The right to use these assets expires in September 2026, at which time the purchase options provided for in the contracts may be exercised.
Short-term and long-term loans as of December 31,
F-51 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Loans are totally denominated in US dollars. The activity of the loans as of December 31,
The maturities of the current and non-current loans as of December 31,
The following table sets reconciliation between the total of future minimum lease payments as of December 31,
As of December 31,2022 and 2021, the Company and its controlled companies are in compliance with the covenants established in all of their financial debt. Description of the indebtedness of the Company Class 2 Notes (“2018 Notes”) The Ordinary General F-52 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and On May 2, 2018, within the framework of the 2017 Program, the Company issued the 2018 Notes according to the following characteristics:
The authorization for the public offering of the 2017 Program was granted by the CNV through Resolutions No. 17,262 and 18,938 dated January 3, 2014 and September 15, 2017, respectively. On October 31, 2018, through Disposition No. DI-2018-55-APN-GE#CNV, the CNV granted the extension of the 2017 Program until January 3, 2024. The Ordinary General Shareholders´ Meeting held on August 15, 2019 decided to increase the 2017 Program from US$ 700 million to US$ 1,200 million. This increase was authorized by the CNV on October 9, 2019 through Resolution RESFC-2019-20486-APN-DIR # CNV. Funds obtained by the Company are applied to: i. The repurchase of the Class 1 Notes (the “2014 Notes”) for U.S.$ 86,511,165; ii. the cancellation and total redemption of the 2014 Notes for U.S.$ 120,786,581; iii. the balance of net funds to make investments in capital expenditures. The value of the financial debt is based on its During F-53 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Other financial liabilities As of December 31,2022, Other financial liabilities includes:
Bank loans On March 31,2022,the
Covenants As of a. To the extent that after the new debt has been incurred (i) the consolidated coverage ratio (calculated as the quotient of the consolidated adjusted EBITDA -earnings before financial results, income tax, depreciation and amortization- and the consolidated interest expense) is equal or higher than 2.0:1; and (ii) the consolidated debt ratio (calculated as the quotient of the consolidated debt and the consolidated EBITDA) is equal to or lower than 3.75:1. b. For the refinancing of the outstanding financial debt. c. Originated by customer advances. The Company may pay dividends under the following conditions: (i) the Company is not in default under 2018 Notes, and (ii) immediately after any dividend payment, the Company may incur new debts according to the provisions in point a. of the preceding paragraph. Lease liability Corresponds to the financing obtained for the acquisition of the corresponding assets to the treatment and compression plant located in the area of Río Neuquén. Said agreement was concluded on August 11, 2016 with Petrobras (currently Pampa Energía) and consists of the payment of 119 consecutive monthly installments of U.S.$ 623,457 without taxes and an option to purchase for the same amount payable at the end of the 120th month of the effectiveness of the contract. F-54 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
Tax Reform The Tax Reform sanctioned in Argentina in 2017, with some amendments introduced in December 2018 after the issuance of Law No. 27,468, brought with it a series of modifications in the taxation and calculation of the income tax to which the Company is subject in the normal course of its activities. Subsequently, on the occasion of the enactment of the Solidarity Law, new modifications were introduced with impact as of the fiscal year beginning on January 1, 2019. The main changes are the following: Until the fiscal year ended on December 31, 2017, the income tax rate remained at 35%. The tax reform establishes a gradual reduction of the applicable rate for the calculation of income tax, being 30% and 25% for fiscal periods beginning on January 1, 2018 and 2019 and January 1, 2020 onwards, respectively. The reduction in the applicable rate is complemented by the application of a tax on the distribution of dividends made to human persons and foreign beneficiaries, which the Company must withhold and enter 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 in which the Company was reached at the rate of 30% or 25%, respectively. Solidarity Law suspended until fiscal years starting from 1st January 2021 inclusive, reduced to 25% of the applicable rate and retention of 13% on dividends. On June 16, 2021, “Law No. 27,630: Amending the Income Tax Law” was published in the Official Gazette, which, among other issues, introduces a modification in the income tax rate effective for the years fiscal or fiscal years beginning on or after January 1, 2021 inclusive. The amendment establishes a tiered system of rates in three segments ( 25%, 30% and 35%) according to the level of accumulated net taxable income, which will be updated. Likewise, dividends distributed to foreign individuals and beneficiaries will be taxed at a rate of 7%. For the determination of the deferred and current income tax charge as of December 31, 2022 and 2021, the Company has applied the current progressive tax rate according to the scale updated by AFIP Resolution No. 5168/2022 of March 15, 2022. Tax adjustment for inflation F-55 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) For the fiscal year ended December 31, According to the Solidarity Law, the positive or negative result generated by the application of the inflation adjustment corresponding to the first and second fiscal year beginning on January 1, 2019 will be charged in a sixth in that fiscal period and the five sixths remaining in equal parts in the following 5 fiscal periods. As of January 1, 2021, 100% of the adjustment may be deducted/taxed in the year in which the effect is determined. A cost adjustment mechanism is established for assets acquired or investments made in fiscal years beginning on or after January 1, 2018. The adjustment will be made based on the percentage variations of the Tax revaluation It established the possibility of carrying out a tax revaluation, for a single time, of certain assets that are part of the assets as of December 31, 2017, in order to adjust their value. The taxpayers that exercised the revaluation option The Board of Directors decided to make use of this option. On August 16, 2022, RG No. 5268/2022 was published through which the AFIP ordered an extraordinary advance of income tax. The extraordinary advance payment constitutes an additional payment on account to that provided for in the general advance payment regime that can be added to the latter. For fiscal year 2022, the Company paid the AFIP Ps. 3,367,653 for this concept. F-56 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Deferred Tax The reconciliation between the charge computed for tax purposes and the income tax expense charged to the statement of comprehensive income in the years ended December 31,
The components of the net deferred tax assets and liabilities as of December 31, 2022, 2021 and 2020 are the following:
As of December 31, 2021, the Company had a specific tax carryforward derived from negative exchange differences for the years 2021 and 2020 generated by financial instruments traded abroad for Ps. 3,662,207. The realization of such tax loss depended on the future generation of taxable financial gains taxed during the statute of limitations period. In order to determine its recoverability, the Company took into consideration the reversal of the deferred items, its tax planning and projections of future specific taxable income based on its best estimate. Based on these projections and because it was not possible to estimate as probable the generation of future specific financial gains to absorb such tax loss, no deferred tax asset of Ps. 364,769 was recognized as of December 31, 2021. During the year ended on December 31, 2022, the tax loss carryforward was totally recovered. F-57 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
Income tax expense computed at the statutory tax rate on pre-tax income differs from the income tax expense for the years ended December 31,
The total amount of the Provisions is included in current liabilities.
16.1 Financial risk factors The Company’s activities and the market in which it operates expose it to a series of financial risks: market risk (including foreign exchange risk, interest rate risk, and commodity price risk), credit risk and liquidity risk. The F-58 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) The sensitivity analyzes included below are based on the change in one of the factors while all others remain constant. In practice, this is unlikely to happen, and changes in several factors can be correlated, for example, in variations in the interest rate and variations in the foreign currency exchange rate. Sensitivity analysis only provides limited vision, at one point in time. The actual impact on the 16.1.1 Risk associated with exchange rates Restrictions to the single free market for foreign exchange Additionally, as from April 2020, through the issuance of Communication In turn, on May 25, 2020 and June 19, 2020, the CNV issued General Resolutions No. 841 and 843, by means of which restrictions are established for the purchase and sale of negotiable securities in U.S. dollars, or the transfer of such securities to depositary companies abroad. Subsequently, by means of General Resolution No. 862, such agency provided certain flexibilities to the terms of permanence of such securities. These measures aimed at restricting the MULC in order to contain the demand for dollars imply the request of prior authorization from the BCRA for certain transactions, including the following: - - - - In case of having requested access to the MULC, it must assume the commitment to enter and settle in the foreign exchange market, within five working days of its availability, those funds received abroad originated in the collection of loans granted to third parties, the collection of a time deposit or the sale of any type of asset, when the asset had been acquired, the deposit constituted or the loan granted after May 28, 2020. F-59 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Additionally, on September 15, 2020, the BCRA published Communications During 2022, although various regulations have been issued that, to a greater or lesser extent, provided for certain flexibility in access to the MULC, the BCRA continued to limit access to them in order to preserve its reserves and stabilize its exchange rate policy. The aforementioned rule does not have immediate effect on the Company since the amortization of the principal of its marketable debentures occurs on May 2, 2025, which is not within the aforementioned term. On the other hand, as of the date of issuance of these consolidated financial statements, the Company paid all the interest installment corresponding to its financial debt on November 2, 2020. - Exports of goods and services; - Collection of pre-financing, advances and post-financing of exports of goods; - Exports of services; - Disposal of foreign assets. These foreign exchange restrictions, or those that may be enacted in the future, could affect the Exchange rate risk management In view of the main impacts of the aforementioned situation and those detailed in Note 1 to these Consolidated Financial Statements, the Company has implemented a series of measures to mitigate their impact. In this sense, the The Company is primarily exposed to the fluctuation of the exchange rate of the U.S. dollar against the Argentine Peso due to the fact that almost its entire financial indebtedness is denominated in U.S. dollars. The exposure to other currencies is not significant. F-60 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) As regards to the revenue derived from the Natural Gas Transportation segment, the tariffs charged by the Company are currently denominated in Argentine pesos. On the other hand, revenues in US dollars derived from the Liquids Production and Commercialization segment accounted for approximately 87% of the segment’s total revenues for the years ended December 31, tgs’ financial risk management policies are defined with the objective of mitigating the impact of exchange rate fluctuations on the Additionally, if deemed appropriate, the Company enters into derivative financial instruments that allow hedging the fluctuation of the U.S. dollar on the positions in such currency in the long term. During For further information regarding the Management of the Company estimates that, based on the net liability position as of December 31, In order to mitigate the exchange rate risk, during fiscal year 2022, tgs entered into both forward purchase operations of US dollars, as well as investments in mutual funds linked to the US dollar in order to hedge exposure to the risk associated with the exchange rate that derives from its financial debt. 16.1.2 Interest rate risk Interest rate risk management seeks to reduce financial costs and limit the F-61 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) In addition, the main objective of the As a consequence of the application of IAS 29, maintaining monetary assets generates loss of purchasing power, provided that such items are not subject to an adjustment mechanism that compensates to some extent the loss of purchasing power. This loss of purchasing power is included in the result of the period under gain on the net monetary position. On the contrary, maintaining monetary liabilities generates a gain in purchasing power, which are also included in such line item. The
In view of the nature of the Company’s financial assets which bear variable interest, an immediate 100 basis points decrease in the interest rate would not have a significant impact on the total value of the financial assets. 16.1.3 Commodity price risk Commercial operations performed by the Company in its Liquids Production and Marketing segment are affected by a number of factors beyond its control, including changes in the international prices of the products sold, and government regulations on prices, taxes and other charges, among others. The sales prices of exported propane, butane and natural gasoline are determined according to international reference prices (Mont Belvieu for propane and butane and NWE ARA for natural gasoline). Additionally, most of the total sales of propane and butane that are made in the domestic market are made at prices set by the Ministry of Energy for the different market segments. F-62 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) These prices have historically fluctuated in response to macroeconomic conditions and changes in supply and demand, which could affect Based on volume of sales for the years ended December 31, 2022, 2021 and 2020,
16.1.4 Credit risk The Company’s exposures to credit risk takes the form of a loss that would be recognized if counterparties failed to, or were unable to, meet their payment obligations. These risks may arise in certain agreements in relation to amounts owed for physical product sales, the use of derivative instruments, and the investment of surplus cash balances. This risk mainly results from economic and financial factors or from a possible default of counterparty. The Company is subject to credit risk arising from outstanding receivables, cash and cash equivalents and deposits with banks and financial institutions, and from the use of derivative financial instruments. The Company’s policy is to manage credit exposure to trading counterparties within defined trading limits. On this basis, the
F-63 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Trade and other receivables If any of the Company’s customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, the Company assesses the credit quality of the customer taking into account its financial position, past experience and other factors. The Company may seek cash collateral, letter of credit or parent company guarantees, as considered appropriate. As of December 31,
Likewise, as of December 31, 2022 and 2021, the Company has credits for subsidies with the Argentine government for Ps. 3,768,159 and Ps. 2,427,450, respectively. In the ordinary course of business, the Company provides natural gas transportation services mainly to natural gas distribution companies, CAMMESA and Pampa Energía. The amounts of net sales made to the principal customers to which Natural Gas Transportation services were provided in the years ended December
The amounts of Liquids Production and Marketing net sales made to major customers during the years ended December 31,
F-64 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) The amounts of Other Services net sales made to major customers during the years ended December 31, 2022, 2021 and 2020 and sales receivable balances (net of allowances) as of December 31, 2022 and 2021 are set forth below:
Cash and financial placements The credit risk on cash and cash equivalents and other financial placements is limited since F-65 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Below is a detail of the maturities of the financial assets included in (i) cash and cash equivalents, (ii)
F-66 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
16.1.5 Liquidity risk This risk involves the difficulties that Additionally, a methodology is used for the analysis and assignment of credit limits to the different financial entities in order to minimize the associated liquidity risk. In line with this, the Company invests its liquid funds in financial entities with an adequate credit rating.
F-67 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
16.1.6 Capital management risk. The The Company monitors capital on the basis of the leverage ratio. This ratio is calculated as total financial debt (including During the years ended December 31,
F-68 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) 16.2 Financial instruments by category and level of hierarchy 16.2.1 Categorization of financial instruments The accounting policies for the categorization of financial instruments were explained in Note 4.e. In accordance with IFRS 7, IAS 32 and IFRS 9, non-financial assets and liabilities, such as contract and supplier liabilities, tax and social charges, income tax and deferred income tax are not included. The categorization of financial assets and liabilities as of December 31, 2022 and 2021 is included below:
F-69 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
16.2.2 Fair value measurement hierarchy and estimates According to IFRS 13, the fair value hierarchy introduces three levels of inputs based on the lowest level of input significant to the overall fair value. These levels are: Level 1: includes financial assets and liabilities whose fair values are estimated using quoted prices (unadjusted) in active markets for identical assets and liabilities. The instruments included in this level primarily include balances in mutual funds and public or private bonds listed on the Bolsas y Mercados Argentinos S.A. (“BYMA”). Within this level, the Company includes those derivate financial instruments for which it was able to find an active market. Level 2: includes financial assets and liabilities whose fair value is estimated using different assumptions quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (for example, derived from prices). Level 3: includes financial instruments for which the assumptions used in estimating fair value are not based on observable market information. F-70 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) During The table below shows different assets at their fair value classified by hierarchy as of December 31,
The fair value amount of the financial assets is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As of December 31,
General aspects Regarding F-71 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) tgs’ License has been granted for an original period of 35 years beginning on December 28, 1992. However, the Natural Gas Act provides that Tariff situation Prior the enactment of the Public Emergency Law, and according to the Regulatory Framework, transportation tariffs were to be calculated in US dollars and converted into Argentine pesos at the time the customer was billed using the exchange rate prevailing at the date of the billing. The basic natural gas transportation tariffs charged by Between July 2003 and March 2018, the Company received a series of temporary tariff increases under the framework of the Integral Tariff Review (“RTI” for its acronym in Spanish) process initiated after the Public Emergency Law was passed. F-72 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) On March 27, 2018, the Executive Branch of the Argentine Government issued the Decree No. 250/2018 (the “Decree 250”) ratifying the 2017 Integral Agreement. This decree represents the conclusion of the RTI process and the completion of the 2017 Transitional Agreement, and thus, the final renegotiation of the license after seventeen years of negotiations. The 2017 Integral Agreement sets the guidelines for the provision of the natural gas transportation service until the end of the License. Among these guidelines: 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 214.2% and 37%, in the event that it had been granted in a single installment as of April 1, 2017, on the tariff of the natural gas transportation service and the CAU, respectively.
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.
Effective as of April 1, 2017, 64.2% of the tariff for the natural gas transport service, the CAU not being adjusted, in accordance with the provisions of Resolution No. 4362/2017 (“Resolution 4362”). Effective as of December 1, 2017, after the issuance of Resolution 120, 81.1% on the tariff for the natural gas transport service and 29.7% on the CAU, which includes the first adjustment by WPI. Effective as of April 1, 2018, an increase of 50% over the tariff for the natural gas transport service and the CAU within the framework of the provisions of Resolution No. 310/2018 issued by ENARGAS. F-73 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) Semiannual tariff increase This increase is granted within the framework of the semi-annual tariff adjustment of the natural gas transportation service in accordance with the provisions of the RTI process. In the public hearing held on September 4, 2018, in which the Company requested, based on the variation of the WPI recorded for the period February - August 2018, a tariff increase of approximately 30%. Considering the hearing, on September 27, 2018, ENARGAS issued Resolution No. 265/2018 which determined a 19.7% tariff increase effective as of October 1, 2018. This increase was determined by ENARGAS based on the simple average of the WPI, the Construction Cost Index for the period February and August 2018 and the Salary Variation Index between December 2017 and June 2018. It is noteworthy that ENARGAS supported the determination of the aforementioned tariff increase in the provisions of Resolution 4362, which, among other issues, provided that under certain circumstances and macroeconomic conditions, such as the significant devaluation occurred after April 2018, ENARGAS may use other indexes than the WPI to determine the tariff increase. On March 29, 2019, ENARGAS issued Resolution No. 192/2019 In accordance with current regulations, ENARGAS has considered the evolution of the wholesale price index update index Regarding the semi-annual tariff adjustment that was to be enforced as from October 1, 2019, on September 3, 2019, the SE issued Resolution No. 521/2019 (“Resolution 521”) postponing it to February 1, 2020. The deferral also meant that the Company reviewed and fit, in equal proportion to the revenue that is no longer received, the execution of the Five-Year Investment Plan. As of the date of the issuance of these Consolidated Financial Statements, Nevertheless, the Solidarity Law establishes that natural gas transportation and distribution tariffs will remain unadjusted for a period of 180 as days from December 23, 2019. In this sense, the Executive Branch is authorized to renegotiate them, either within the framework of the current RTI or through an extraordinary review in accordance with the provisions of the Natural Gas Law. F-74 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) On June 9, 2020, through Resolution No. 80/2020, ENARGAS created the Coordination and Centralization Commission - Law No. 27,541 and Decree No. 278/20, which will have the purpose of coordinating the comprehensive tariff review process set forth in Article 5 of the Solidarity Law. On June 19, 2020, the PEN issued Decree No. 543/2020 by which the natural gas transportation and distribution tariffs were extended without adjustments for an additional term of 180 calendar days, that is, until December 16, 2020. In addition, Decree 1,020 extends the tariff freeze for an additional period of 90 calendar days or until transitory tariffs are approved. It should be noted that all agreements, whether transitory or general, entered into with the National Government must not only be subject to the public hearing procedures provided by the regulations in force, but also to the authorization of the different governmental agencies. Additionally, the Solidarity Law provides for the administrative intervention of ENARGAS, recently extended through Decree 1,020. On Additionally, in such public hearing, tgs denied and dismissed the arguments raised in it that considered that the current natural gas transportation tariff is not fair and reasonable given the alleged existence of serious defects in the administrative acts derived from the processing of the last Regime Comprehensive Tariff (“RTI”) made for tgs. On April 28, 2021, ENARGAS sent to tgs, a Transitory Agreement Project 2021 within the framework of the provisions of Decree 1,020. The non-granting of a temporary tariff increase, keeping the tariff schedules approved by ENARGAS in April 2019 It did not establish a mandatory investment plan. F-75 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 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. On April 30, 2021, through a note sent to that body, tgs stated that, given the context in which it develops its activities and the proposed terms and conditions, it was not feasible for the Company to sign the 2021 Temporary Agreement Project. Subsequently, on June 2, 2021, ENARGAS issued Resolution No. 149/2021 (the “Resolution 149”) approving an RTT for tgs effective as of that date. The RTT (i) does not grant a temporary tariff increase in favor of the Company, but the current tariff schedules in force since April 1, 2019 remain unchanged; (ii) provides that from the entry into force of the Transitional Regime -and until the Definitive Renegotiation Agreement is in force- the possibility is contemplated that ENARGAS adjusts the rates of tgs as of April 1, 2022 ; (iii) does not establish a mandatory investment plan for tgs and (iv) establishes the prohibition to distribute dividends and prepay financial and commercial debts contracted with shareholders, acquire other companies or grant loans. In July 2021, tgs filed appeals for reconsideration with the PEN, the Ministry of Economy of the Nation and ENARGAS with an appeal or hierarchical subsidy in accordance with the respective powers of each of these bodies in the dictation of the entire regulatory plexus associated with Resolution 149, (Decree 1020/20, Decree 353/21, and Joint Resolution No. 1/2021), requesting that the RTT be declared null and void and the RTI be restored. We recall that the RTT began with Decree 1020/20, which set the guidelines to carry out the renegotiation of the RTI, later issuing Joint Resolution 1/21, which sets the RTT, and Decree 353/21, which approved Joint Resolution 1 /21, and culminates with Resolution 149, which approved the new tariff charts. The challenges are based on: i) the illegality of Decree 1020 because it does not follow the lines of the delegation provided for in Law 27,541, and as a Decree of Necessity and Urgency it does not comply with the requirements of the Constitution for the issuance of this regulation; ii) the extension of the emergency beyond that provided by Congress; iii) the failure to carry out the tariff renegotiation as provided for in Law 24. 076; iv) the disregard of the principle of fair and reasonable tariffs, and the acquired rights of tgs in the License, the Contractual Adjustment Agreement and the RTI; and v) the suspension of the RTI for reasons of public interest, which merits the recognition of the compensations, provided by both the Administrative Procedures Law and the Basic Rules of the License. The restrictions imposed on the management and management of the Company, which have no legal justification, are also questioned, given that the emergency declared by Law No. 27,541 only empowered the National Executive Power to renegotiate the RTI and not the License. The challenges and the request for reinstatement of the RTI have been made without prejudice to the right of tgs to pay the compensation that corresponds to it for not having complied with the RTI since April 2019. F-76 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) On November 15, 2021, the Company In addition, payment of compensation for the damages suffered by tgs due to the freezing caused by the failure to apply the six-monthly adjustment methodology established in the RTI in the aforementioned period is requested. On January 19, 2022, a new public hearing was held, within the framework of ENARGAS Resolution No. 518/2021, whose purpose was to deal with a transitory tariff adjustment within the framework of Decree 1020/2020. In such hearing, with the purpose of reaching a definitive agreement on the renegotiation and recomposing the license economic-financial equation, tgs requested a transitory tariff adjustment applied in two stages for the year 2022 for a total of 106%, due to the evolution of operating costs and the main macroeconomic indicators. Subsequently, on February 1, 2022, tgs received from ENARGAS a proposal for a Transitional Renegotiation Agreement (the “2022 Transition Agreement”) which was approved by our Board of Directors on February 2, 2022 and by the corresponding government agencies on February 18, 2022. The 2022 Transition Agreement includes, in some aspects, similar terms to the 2021 RTT with the particularity that it grants tgs a 60% tariff increase effective as from March 1, 2022 (the “RTT 2022”). The 2022 Transition Agreement was ratified by the PEN through Decree No. 91/2022, which entered into force as from February 23, 2022. On February 25, 2022, the ENARGAS issued Resolution No. 60/2022 by which it put into effect the tariff schedules that contemplate the RTT 2022. It should be noted that, in accordance with the provisions of the 2022 Transition Agreement, tgs committed not to initiate new claims, appeals, actions, lawsuits or demands of any kind; and/or to suspend, keep suspended or extend the suspension of all appeals and claims filed that are related in any way to the Renegotiation of the Comprehensive Tariff Review in force, Law No. 27,541, Decrees No. 278/20 and No. 1020. Under Decrees 1020 and 815, on December 7, 2022, ENARGAS issued Resolution No. 523/2022 which called for a public hearing on January 4, 2023 to, among other issues, consider the transitory adjustment of tariffs for the public natural gas As of the date of issuance of these Consolidated Financial Statements, the Company is working together with ENARGAS to carry out the RTI process that will allow it to receive a fair and reasonable tariff according to the natural gas transportation public service provided. F-77 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Domestic market The Production and Commercialization of Liquids segment is not subject to regulation by ENARGAS, and as it is provided in the Transfer Agreement, is organized as a separate business unit within In April 2005, the Argentine Government enacted Law No. 26,020 which sets forth the regulatory framework for the industry and commercialization of LPG. Among other things, the Law No. 26,020 creates the framework through which the Secretary of Hydrocarbon Resources (“SHR”) (formerly the Federal Energy Bureau) establishes regulations meant to cause LPG suppliers to guarantee sufficient supply of LPG in the domestic market at low prices. Law No. 26,020 creates a price regime pursuant to which the SRH periodically publish reference prices for LPG sold in the domestic market. It also sets forth LPG volumes to be sold in the domestic market. Within this framework, tgs sells propane and butane production to fractionators at prices determined every six months. On March 30, 2015, the Executive Branch issued Decree No. 470/2015, regulated by Resolution No. 49/2015 issued by the Federal Energy Bureau, which created the Programa Hogares con Garrafa (the “Households with Bottles Program”) which replaced the programs in force until that time. The Households with Bottles Program was implemented through Resolutions No. 49/2015 and No. 470/2015 issued by the Federal Energy Bureau. Within the framework of the Households with Bottles Program, a maximum reference price was determined for the members of the commercialization chain in order to guarantee the supply to low-income residential users, forcing producers to supply with LPG at a certain price and at a certain quantity defined for each of them. Additionally, the payment of compensation to the participating producers of the Households with Bottles Program was established. During 2020 and in accordance with Decree 311, the maximum reference prices for the commercialization of liquefied petroleum gas (LPG), which the Company sells in the domestic market, remained unchanged for a period of 180 calendar days from its issuance. On October 19, 2020, the Energy Secretariat issued Resolution 30/2020 by which it increased the price of such products to Ps. During 2021, the Secretary of Energy issued Resolution No. 249/2021 by which it increased the prices as from April 6, 2021 to Ps. 12,626.60 (in accordance with the provisions of said resolution). During 2022, the SE, through Resolutions No. 270/2022 and 609/2022, ordered increases in the price of the products that are marketed within the framework of this program. The last one, as of September 2022, raised it to Ps.18,375.49 per ton (according to Resolution 609). In this context, the Company has filed several administrative and judicial claims challenging the general regulations of the Home Plan, as well as the administrative acts that determine the volumes of butane to be sold in the local market, in order to safeguard its economic-financial situation and so that such situation does not continue in time. F-78 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Additionally, the Company Within the framework of the path of gradual reduction of subsidies provided by the former MINEM, on March 31, 2017 the former MINEM issued Resolutions No. 74/2017 Finally, in May 2018 As mentioned above, participation in the Plan Hogar implies economic-financial losses for the Company, since under certain circumstances the sale of the products would be made at prices below production costs. As of December 31, Foreign market On September 3, 2018, the Executive Branch issued Decree No. 793/2018, which, between September 4, 2018 and December 31, 2020, sets an export duty of 12% on the exported amount of propane, butane and natural gasoline. This withholding is capped at $4 for each dollar of the tax base or the official FOB price. Subsequently, on the occasion of the enactment of the Solidarity Law, an 8% cap was established for the rate applicable to hydrocarbons as of December 23, 2019. F-79 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Presidential Decree No. 488/2020 regulated the applicable tax rate on exports of certain oil and gas products, including those products that we export, establishing a range between 0% and 8% depending on the Decree No. 2,067 / 08 Through Presidential Decree No. 2,067/08, the Executive Branch created a tariff charge to be paid by: (i) the users of regulated services of transportation and / or distribution, (ii) natural gas consumers receiving natural gas directly from producers without making use of transportation systems or natural gas distribution, (iii) the natural gas processing companies in order to finance the import of natural gas. The tariff charge sets forth in this decree finance the higher price of the natural gas imports required to compensate the injection of natural gas necessary to meet national requirements (the “Charge”). When the Charge was created, The payment of the natural gas processing tariff charge was selectively subsidized from 2008 according to the destination of the natural gas. In November 2011, however, ENARGAS issued Resolution No. 1,982/11 and 1,991/11 (the “Subsidy Beneficiaries Resolutions”) which modified the list of the subsidy beneficiaries, and thus, involved a cost increase for many of our clients and for us (for certain of our consumption for our own account). The natural gas processing tariff charge increased from Ps. 0.0492 to Ps. 0.405 per cubic meter of natural gas effective from December 1, 2011, representing a significant increase in our variable costs of natural gas processing. In order to avoid this damage, For further information regarding the legal action filed the Company, see Note 20.b). On March 28, 2016, the former MINEM issued Resolution No. 28/16 (“Resolution 28”), which instructs ENARGAS to take all the necessary measures to derogate the tariff charge created by Decree No. 2,067/08 as from April 1, 2016. However, such Resolution does not repeal or declare illegitimate this decree and the Subsidy Beneficiaries Resolutions for which the judicial action is still ongoing.
A substantial portion of the assets transferred by GdE has been defined as essential for the performance of the natural gas transportation service. Therefore, F-80 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) tgs may not, for any reason, dispose of, encumber, lease, sublease or loan essential assets nor use such assets for purposes other than the provision of the licensed service without ENARGAS´s prior authorization. Any expansion or improvements that it makes to the gas pipeline system may only be encumbered to secure loans that have a term of more than one year to finance such extensions or improvements. i) Once the period of the extension of the License expires, (i) (ii) (iii) F-81 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
The balances in foreign currency as of December 31,
US$: United States of America dollars F-82 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and
As of December 31, 2022, 2021 and 2020,
On March 6, 2020, the Subsequently, on August 21, 2020, the Board of Directors approved a new Program for the Acquisition of
Pursuant to the General Companies Act and CNV Rules, we are required to allocate a legal reserve (“Legal Reserve”) equal to at least 5% of each year’s net income (as long as there are no losses for prior fiscal years pending to be absorbed) until the aggregate amount of such reserve equals 20% of the sum of (i) “common stock nominal value” plus (ii) “inflation adjustment to common stock,” as shown in our consolidated statement of changes in equity. F-83 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) In addition, according with the 2022 Transitional Agreement, tgs may not distribute dividends meanwhile it will be in force.
The Company has interpretative differences with several provinces regarding the liquidation of the turnover tax calculated on the natural gas used by As of December 31,
After the issuance of the Resolutions, On July 5, 2012, the Court issued in favor of As a result, on September 19, 2017, a new extension of the injunction was obtained (which prevented the Government to claim F-84 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) On March 26, 2019, The first instance judgment declares the unconstitutionality of both Articles 53 and 54 of Law 26,784, as well as the aforementioned rules and of any other act tending to execute said provision, and consequently, the nullity of said rules (the The Judgment was appealed by the National Government on March 29, 2019, and the appeal was granted on April 3, 2019, which has not been resolved as of the closing date of the year. On October 29, 2019, the intervening judge decided, considering what was decided in the judgment and attending to the reasons invoked by Pursuant to the isolation measures adopted by the Argentine Government under the COVID development, the judicial deadlines were suspended from March 20, 2020 until July 21, 2020. Considering that the six-month term should not be computed during fair periods, the remaining term of 2 months and 9 days was completed on September 29, 2020. On December 1, 2020, the court granted a new extension of said injunction for a term of 6 months. On May 14, 2021, tgs was notified of the ruling issued by Chamber I of the Chamber in Contentious-Administrative Matters that (i) has revoked the decision by the Judge of First Instance and (ii) has imposed the costs in both instances in the order caused. tgs considers that it has On June 4, 2021, tgs filed an extraordinary federal appeal against the judgment of the Chamber, which was contested by ENARGAS and the National State, and was granted by the Court of Appeals itself on July 14, 2021, on the understanding that “At stake is the interpretation and scope of regulations of an unquestionable federal nature, such as Decree 2067/08 and MINPLAN Resolution No. 1451/2008, ENARGAS Resolutions No. 1982/11 and 1991/11, as well as articles 53 and 54 of Law 26,784”. By virtue of the precautionary measure issued, and its 12 extensions obtained, as well as the favorable judgment obtained in the first instance, the existence of favorable precedents issued by the Supreme Court of Justice of the Nation (“Supreme Court”) with respect to other processors of natural gas and the granting of the extraordinary appeal that will give rise to the Supreme Court ruling on the case, the management of tgs and its legal advisors consider that they have solid arguments to defend their position and that it is probable that a favorable resolution will be obtained for their interests on the substantive issue raised. Therefore, no provision has F-85 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) This resolution has annulled the acts that determined the value of the charge established by Decree 2067, for which as of April 1, 2016, ENARGAS and the agency in charge of its collection have stopped charging the increase established by the Resolutions. Regarding the last extension of the precautionary measure, expired on July 1, 2021, tgs has not requested a new extension, due to the premature procedural stage in which the appeal filed against the judgment of the Chamber is found. Given the complex procedural instance, the nature of charge 2067, the background information presented in this and other legal cases initiated against charge 2067, at the date of the issuance of these Consolidated Financial Statements it is not possible to make a definitive quantification of the amount that should be pay tgs in the event of not obtaining a favorable ruling from the Supreme Court, while an eventual request for payment in the current circumstances may be challenged and questioned by tgs within the framework of the corresponding administrative and judicial instances, where the amount may be debated of the charge that is eventually required to tgs.
On October 9, 2008, On May 7, 2019, the National Court of Appeals for Federal Administrative Disputes made the appeal filed by On August 5, 2021, the Supreme Court confirmed the ruling of F-86 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) After having made the corresponding presentations before the AFIP, the Company proceeded to offset the credit (capital plus interest) generated with the payment of taxes as established by the tax agency.
The Company was notified by ARBA regarding the initiation of various determinative procedures in which In March 2017, As of the date of the issuance of these Consolidated Financial Statements, only two files remain in relation to the alleged failure of
The Company is subject to extensive environmental regulations in Argentina. Management believes that its current operations are in material compliance with applicable environmental requirements, as currently interpreted and enforced. The Company has not incurred in any material environmental liabilities as a result of its operations to date. As of December 31,
In addition to the matters discussed above, the Company is a party to certain lawsuits and administrative proceedings which involve taxation, labor claims, social security, administrative and others arising in the ordinary course of business. The Company’s Management and its legal advisors estimate that the outcome of these differences will not have significant adverse effects on the Company’s financial position or results of operations. As of December 31, F-87 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Technical, Financial and Operational Assistance Agreement Pampa Energía is The Ordinary and Extraordinary General Shareholders´ Meeting held on October 17, 2019 ratified the proposal approved by the Board of Directors at its meeting on September 17, 2019 made to Pampa Energía that implies an extension in the contract and a modification in the determination of the remuneration received by Pampa Energía. Such modifications, without implying a modification in the scope of the tasks performed, will mean a progressive reduction over the years in the remuneration that Pampa Energía will receive in its role of Technical Operator. According to the modifications made, 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% Commercial transactions In the normal course of its activity, In addition, in the normal course of business, Financial lease agreement with Pampa Energía As mentioned in Note 13 to these Consolidated Financial Statements, on August 11, 2016, the Company entered into a finance lease agreement with Pampa Energía (formerly Petrobras Argentina). Key management compensation The accrued amounts corresponding to the compensation of the members of the Board of Directors, the Statutory Committee and the Executive Committee for the years ended December 31,
F-88 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Balances and transactions with related parties The detail of significant outstanding balances for transactions entered into by tgs and its related parties as of December 31, 2022 and 2021 is as follows:
Additionally, during the year ended December 31, 2022, the Company received from SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A., construction engineering services for Ps. 3,318,934 which are activated within the balance of advances to suppliers. As of December 31, 2022 and 2021, tgs has a balance of Ps. 2,570,796 and Ps. 1,388,558 corresponding to Dollar linked notes issued by CT Barragán S.A. that accrue an annual rate of 4% over the exchange rate established in BCRA Communication “A” 3500 and that amortize the entire capital in June 2023, November 2024 and May 2025. The book value of the notes is disclosed within the caption “Financial assets at fair value through profit or loss”. The detail of significant transactions with related parties for the years ended December 31, Year ended December 31,
(1)Corresponds to donations expenses.
F-89 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Year ended December 31,
(1)Corresponds to donations expenses. Year ended December 31, 2020:
As of December 31,
The totality of the financial indebtedness of
The Company has not granted any additional guarantees or goods of restricted availability other than those set out in the remaining notes. F-90 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
Link: Link was created in February 2001, with the purpose of the operation of a natural gas transportation system, which links TGU is a company incorporated in Uruguay. This company rendered operation and maintenance services to Gasoducto Cruz del Sur S.A. and its contract terminated in 2010. EGS (in liquidation): In September 2003, EGS, a company registered in Argentina, was incorporated. The ownership is distributed between EGS In October 2012, ENARGAS issued a resolution which authorizes EGS to transfer the connection pipeline and service offerings in operation to The Board of Directors Meeting held on January 13, 2016, approved to initiate the necessary steps for the dissolution of EGS. The Special Shareholders Meeting held on March 10, 2016 appointed EGS’ liquidator. UT: The Board of Directors of On October 27, 2017, F-91 Table of Contents TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, 2022 and comparative information (Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated) The UT will remain in force until its purpose has been fulfilled, i.e., once the works involved in the Project have been completed and until the end of the guarantee period, set at 18 months from the provisional reception. As a result of the situation of the economic context and COVID mentioned in Note 1, the UT sent a letter to Integración Energética Argentina S.A., a company currently part of the Ministry of Productive Development, requesting, among other issues, the reestablishment of the economic-financial equation, readjustment of the Work schedule, approval of cost redeterminations and price adjustments under the current legal regime. The parties are currently engaged in a detailed calculation of the items involved in the claim. In this regard, the UT has only carried out essential tasks, pending approval of a construction schedule appropriate to the actual execution of the works. The Company does not consider that there will be significant negative effects derived from this request to the Argentine Government. On July 9, 2021, the UT and IEASA signed an order to restart the work related to the Project, through which the work schedule was readjusted and IEASA also assumed the commitment to manage and join efforts to guarantee the cash flow in order to avoid new effects on the economic-financial structure of the Works contract, which would give rise to new requests -by the UT- to recompose the economic-financial equation of the contract and the schedule of execution of the Work.
The financial statements were authorized for issuance by the Board of Directors on April 25, 2023. There are no subsequent events between the closing date of year ended December 31, 2022, and the approval (issuance) of these consolidated financial statements, other than the ones already disclosed therein. Natural gas transportation transitional tariff increase On March 16, 2023, tgs’ Board of Directors approved the proposed addendum to the renegotiation transitory agreement (the “2023 transition agreement”) sent by ENARGAS. As of the date of issuance of these Financial Statements the 2023 transition agreement has not been ratified by the PEN. The 2023 transition agreement has similar conditions to the 2022 Transition Agreement. The 2023 Transition Agreement includes:
F-92 TRANSPORTADORA DE GAS DEL SUR S.A. Notes to the Consolidated Financial Statements as of December 31, (Stated in thousands of pesos as described in Note 3 and Annual Ordinary Shareholders’ Meeting Allocation of 2022’s net income and retained earnings On April It is noteworthy that the 2017 Program The 2023 Shareholders´ Meeting approved the increase F-93 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||