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| Item 1. | | 1 |
| Item 2. | | 1 |
| Item 3. | | 1 |
| Item 4. | | 55 |
| Item 4A. | | 119 |
| Item 5. | | 119 |
| Item 6. | | 154 |
| Item 7. | | 169 |
| Item 8. | | 175 |
| Item 9. | | 181 |
| Item 10. | | 184 |
| Item 11. | | 207 |
| Item 12. | | 211 |
| 212 |
| Item 13. | | 212 |
| Item 14. | | 212 |
| Item 15. | | 212 |
| Item 16. | | 213 |
| Item 16A. | | 213 |
| Item 16B. | | 213 |
| Item 16C. | | 213 |
| Item 16D. | | 214 |
| Item 16E. | | 214 |
| Item 16F. | | 217 |
| Item 16G. | | 217 |
| Item 16H. | | 219 |
| Item 16I. | | 219 |
| 220 |
| Item 17. | | 220 |
| Item 18. | | 220 |
| Item 19. | | 220 |
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
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” mean Transportadora de Gas del Sur S.A. (“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, 2021 and 2020, 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, 2021, 2020 and 2019 (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 by our controlling shareholder, Compañía de Inversiones de Energía S.A. (“CIESA”), 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. The joint report of PwC and EY, dated April 26, 2022, is included elsewhere in this Annual Report. Each of PwC and EY is an independent registered public accounting firm, as stated in the 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, 2021, 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 Centre 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 6, 2021 meeting states that in the view of the IPTF, Argentina had a three-year cumulative inflation rate exceeding 100%.
Inflation in Argentina significantly increased during 2021, 2020 and 2019, which resulted in an accumulated inflation rate for each of the three-year periods ended December 31, 2021, 2020 and 2019, 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, 2021 (“Current Currency”). Thus, our audited consolidated statements of financial position as of December 31, 2020, 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, 2020 and 2019, 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 preceding 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 2020 (base month December 2019) with the Domestic Wholesale Price Index (“WPI”), both published by INDEC until that date. According to information from FACPCE, inflation was 50.9%, 36.1% and 53.8% in the years ended December 31, 2021, 2020 and 2019, 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 Our Consolidated Results of Operation.” Also, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—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.”
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, 2021, 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 Banco de la Nación Argentina (“Banco Nación”) on December 31, 2021, without any independent verification by us. 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.
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| Most recent six months: | | | | | | | | | | | | |
November 2021 | | | 100.9600 | | | | 84.7000 | | | | 95.1607 | | | | 102.7200 | |
December 2021 | | | 102.7200 | | | | 99.8100 | | | | 100.3124 | | | | 100.9600 | |
January 2022 | | | 105.0200 | | | | 101.0000 | | | | 101.8860 | | | | 102.7200 | |
February 2022 | | | 107.4500 | | | | 103.0000 | | | | 103.9881 | | | | 105.0200 | |
March 2022 | | | | | | 105.1200 | | | | 106.3047 | | | | 107.4500 | |
April 2022 (through April 25, 2022) | | | 114.6800 | | | | 111.1200 | | | | 112.8687 | | | | 114.6800 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, | | | | | | | | | | | | | | | | |
2017 | | | 19.2000 | | | | 15.1900 | | | | 16.5717 | | | | 18.6490 | |
2018 | | | 41.2500 | | | | 18.4100 | | | | 28.1313 | | | | 37.7000 | |
2019 | | | 60.4000 | | | | 36.9000 | | | | 48.2340 | | | | 59.8900 | |
2020 | | | 84.1500 | | | | 59.8150 | | | | 70.7795 | | | | 84.1500 | |
2021 | | | 102.7200 | | | | 84.7000 | | | | 95.1607 | | | | 102.7200 | |
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 (73% of our total consolidated revenues from sales for the year ended December 31, 2021), 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://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 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “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. 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 the Argentine government (the “Government”) and changes due to natural and human-induced disasters (including the COVID-19 virus (“COVID”) pandemic and the recent invasion of Ukraine by Russia), and the impact of the foregoing; |
| • | estimates relating to future energy demand (including demand for fossil fuels), tariffs and volumes for our natural gas transportation services and future prices and volumes for our natural gas liquid products such as propane and butane (also referred to as liquid petroleum gas or “LPG”), ethane and natural gasoline (collectively “Liquids”) and for products and services provided in the Other Services business segment; |
| • | statements regarding future political developments in Argentina and future developments regarding the license granted to us by Government to provide natural gas transportation services through the exclusive use of the southern natural gas transportation system in Argentina (“License”), the impact of the adoption of the new revised scheme of tariffs resulting from the renegotiation process of our License with the Government, regulatory actions by Ente Nacional Regulador del Gas (“ENARGAS”) and other agencies of the Government, the legal framework established by the Federal Energy Bureau and any other applicable governmental authority that may affect us and our business; |
| • | with our employees in Argentina; |
| • | statements and estimates regarding future pipeline expansion and other projects and the cost of, or return to us from, any such expansion or projects; |
| • | estimates of our future level of capital expenditures and delays in such capital expenditures, including those required by ENARGAS or other governmental authorities for the expansion of our pipeline system or other purposes, and unscheduled and unexpected expenditures for the repair and maintenance of our fixed or capital assets; |
| • | statements regarding the ability of companies engaged in the upstream business in the region where we operate to identify drilling locations and prospects for future drilling opportunities, and drill and develop such locations (such as the Vaca Muerta formation), as well as the Government’s regulations and policies affecting such companies and projects; and |
| • | the risk factors discussed under “Item 3. Key Information—D. Risk Factors.” |
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.
| B. | Capitalization and Indebtedness |
Not applicable.
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
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” 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. 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 and our inability to obtain tariff adjustments reflecting the increase in operating cost; |
| ‒ | our operations are subject to extensive regulation; |
| ‒ | failure to maintain our relationships with labor unions; |
| ‒ | our ability to maintain our License for our regulated business; |
| ‒ | our creditors may not be able to enforce their claims against us in Argentina; |
| ‒ | the Government’s strategies, measures and programs with respect to the natural gas transportation industry; |
| ‒ | Government-mandated interruption of contracted firm transportation services; |
| ‒ | a significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically; |
| ‒ | our business may require substantial capital expenditures; |
| ‒ | our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins; |
| ‒ | measures taken by the Government on the supply of natural gas to the Cerri Complex; |
| ‒ | fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline; |
| ‒ | the continued spread of the COVID; |
| ‒ | our ethane sales depend on the capacity of PBB Polisur S.R.L. (“PBB”), as the sole purchaser of our ethane production; |
| ‒ | the delay in the collection of our sales receivables with customers and/or subsidies owed by the Government for the supply of LPG in the domestic market; |
| ‒ | our failure to renew firm transportation contracts; |
| ‒ | our Other Services business depends significantly on the need of Vaca Muerta fields gas producers to evacuate untreated natural gas; |
| ‒ | the affirmative and restrictive covenants in our currently outstanding indebtedness; |
| ‒ | our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks; |
| ‒ | changes in the interpretation by the courts of labor laws that tend to favor employees; |
| ‒ | risks related to litigation and administrative proceedings; |
| ‒ | impact of environmental, occupational health and safety regulations; |
| ‒ | we may face competition; |
| ‒ | downgrades in our credit ratings; |
| ‒ | cyberattacks or other risks related to new technologies; |
| ‒ | mechanical or electrical failures and any resulting unavailability; |
| ‒ | risks arising from natural disasters, catastrophic accidents and terrorist attacks; |
| ‒ | failure to comply with anti-trust, anti-corruption, anti-bribery and anti-money laundering laws; and |
| ‒ | inability to retain our employees or attract other skilled employees or contractors. |
| • | Risks Relating to Argentina |
| ‒ | Argentina’s public debt may not be sustainable in the near future; |
| ‒ | Argentina’s fiscal situation could limit the country's access to the capital market and adversely affect the Argentine economy; |
| ‒ | Certain risks inherent to any investment in a company operating in an emerging market such as Argentina; |
| ‒ | economic volatility in Argentina; |
| ‒ | the ongoing political instability in Argentina; |
| ‒ | the impact of reforms and measures taken or to be taken by the Fernandez administration, including the Solidarity Law; |
| ‒ | high levels of inflation; |
| ‒ | restrictions on transfers of foreign currency; |
| ‒ | fluctuations in the value of the peso; |
| ‒ | the impossibility of addressing the actual and potential risks of institutional deterioration and corruption; |
| ‒ | Government intervention in the Argentine economy; |
| ‒ | Impact on the Argentine economy of economic developments in other markets; |
| ‒ | Argentina’s past default and litigation with holdout bondholders; |
| ‒ | a sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports; |
| ‒ | further downgrades in the credit rating or rating outlook of Argentina; and |
| ‒ | the Argentine government may mandate salary increases for private sector employees; |
| | ‒ | Geopolitical uncertainty due to the ongoing military conflict between Russia and Ukraine. |
| • | Risks Relating to Our Shares and ADSs |
| ‒ | shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs; |
| ‒ | our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders; |
| ‒ | sales of a substantial number of shares could decrease the market prices of our shares and the ADRs; |
| ‒ | under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions; |
| ‒ | as a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers; |
| ‒ | changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs; |
| ‒ | holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders’ meetings; |
| ‒ | holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs; |
| ‒ | the NYSE and/or the BASE (by delegated authority of BYMA) may suspend trading and/or delist our ADSs and common shares, respectively; |
| ‒ | the price of our Class B Shares and the ADSs may fluctuate substantially; and |
| ‒ | the relative volatility and illiquidity of the Argentine securities markets. |
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.
All of our net revenues from the Natural Gas Transportation public service (which represented 27% of total net revenues during 2021) 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 U.S.$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, net revenues and financial condition.
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 at 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 concludes the renegotiation process of our License with the Government, which lasted more than 17 years.
On April 1, 2019, ENARGAS analyzed the evolution of the WPI adjustment index for the period August 2018–February 2019 in order to establish the biannual adjustments applicable to our tariffs.
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 semiannual adjustment corresponding to October 1, 2019, to January 1, 2020. During 2019 and 2020, according to the RTI, we were entitled to receive two tariff increases, one each year, in order to compensate us for inflation, which affects our operating costs. We have only received a tariff increase in April 2019.
The tariff increases mentioned above were not granted to us within the framework of the Solidarity Law and the subsequent decrees issued by the Executive Branch that determined the freezing of our tariff schedule and the beginning of a new RTI process. In this context, and within the framework of Decree No. 1020, the Executive Branch started the renegotiation of the RTI (concluded in 2018), which may not exceed two years. Until then, the renegotiation agreements in force are suspended. Such renegotiation remains under control of ENARGAS and subject to confirmation by the Executive Branch.
In addition, Decree 1020 extends the tariff freeze for an additional period of 90 calendar days or until transitory tariffs are approved. On March 16, 2021, a public hearing was held to discuss the transitory tariff increases. After such hearing, TGS received a transitory tariff revision agreement, which we later rejected. On June 2, 2021, ENARGAS issued Resolution No. 149/2021 that provides a Transitional Tariff Regime, which, among other issues, does not grant a transitory tariff increase in our favor, but instead maintained the tariff in force since April 1, 2019.
Subsequently, a new public hearing was held in January, which resulted ENARGAS issuing Resolution 60/2022 on February 25, 2022, whereby a transitional tariff increase of 60% was provided. For additional information see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Tariff Situation.”
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 integral tariff renegotiation (“RTI”) processes and failure by ENRAGAS 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 the majority of our non-unionized employees have the same employment benefits as unionized employees. While we believe we have enjoyed satisfactory relationships with all of 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. In particular, 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 2022 to March 2023.
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 U.S.$50,000,000 with a deductible per event of U.S.$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 as long as 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, until 2016, the lack of tariff adjustments for natural gas transportation companies caused a decrease in the profitability of such companies.
In light of 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. With respect to the natural gas industry, 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”). For more information on the pipeline expansions, please see “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions.” 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.
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 Argentinian 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 “Plan Gas.Ar” 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 will be adopted by the Government to mitigate the impact of the COVID pandemic, 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.
Government-mandated interruption of contracted firm transportation services could materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
In 2004, the Executive Branch issued Presidential Decree No. 181/04, directing the Federal Energy Bureau to have a system of priority pursuant to the demand of natural gas customers, regardless of whether those customers have contracted under a firm transportation contract or a firm natural gas supply contract. Pursuant to ENARGAS Resolution No. 1,410/2010, due to the lack of sufficient natural gas provision, natural gas transportation service (including to those with firm transportation contracts) may be interrupted and/or relocated in order to service priority demand customers.
On June 1, 2016, the former Ministry of Energy issued Resolution No. 89/2016, which required ENARGAS to develop a procedure to amend and supplement ENARGAS Resolution No. 1,410/2010 and establish daily operating conditions for the transportation and distribution systems. It also established a methodology to satisfy the demand for natural gas of those customers classified as “high-priority.”
On June 5, 2016, ENARGAS issued Resolution No. I/3833/2016, creating the “Supplementary Procedure for Gas Requests, Confirmations and Control.” According to this resolution, if any gas transportation and distribution company finds that the transportation capacity is not sufficient to supply priority demand customers, such company shall summon an emergency committee composed of company and ENARGAS representatives. This emergency committee shall determine adjustments to be made to the daily natural gas deliveries in order to address such shortage, considering the availability of natural gas and the demands of residential consumers and power plants.
On June 26, 2018, ENARGAS issued Resolution No. 124/2018, which replaced Resolution No. 716/1998 and incorporated content from the repealed Resolution No. 1,410/2010 and Resolution No. 3,833/2016. Additionally, this resolution established the Internal Rules of Dispatch Centers (Reglamento Interno de los Centros de Despacho).
Although neither our results of operations nor our financial condition have been materially adversely affected by transportation service interruptions in recent years, we cannot assure you that similar interruptions will not materially adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations. As of the date of this Annual Report there are some unresolved disputes with one of our clients (Profertil S.A.), in respect of service interruptions between 2007 and 2013. In that action, through Resolution No. 306/2009, ENARGAS ruled in our favor, finding that there was a shortage in the supply of natural gas. However, we cannot assure you that future interruptions of supply to our firm natural gas transportation clients will not lead to further legal action, which could have a significant adverse effect on our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations.
Additionally, we cannot predict whether new measures requiring the interruption or relocation of the natural gas transportation service will be taken. If such measures are implemented, we could be subject to legal actions initiated by those affected by such measures.
A significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically.
In 2021, 78% of our average daily natural gas deliveries were made under long-term firm transportation contracts. As of December 31, 2021, 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.
For our Liquids Production and Commercialization business segment, we commercialize ethane through a long-term agreement renewed with PBB for a ten-year period. We have short-term contracts with international traders for LPG and natural gasoline sales.
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 No. 4362/2017 (“Resolution 4362”) issued by ENARGAS on March 30, 2017, stated that we should have executed capital expenditures of Ps.6,786 million (in nominal value at December 31, 2016, adjustable by WPI) for the five-year period (from April 1, 2017, to March 31, 2022), to improve the operation and maintenance of the pipeline system (the “Five-Year Plan”). As of the date of issuance of this Annual Report the Five-Year Plan is suspended as a consequence of the new RTI process.
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.
Argentina relies heavily 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. 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 (as a consequence 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. As a consequence 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 to ensure production levels throughout the country, during 2016 and 2015, natural gas production increased approximately 4.9% and 3.4%, respectively. However, in 2017 natural gas production slightly declined by 0.9% primarily as a result of the termination of certain incentive programs implemented. In 2018 natural gas production increased by 5.3% with respect to 2017, and on December 31, 2019 it reached its peak production compared to the last 10 years.
During 2020, Argentina’s natural gas production decreased (8.6%), interrupting the series of increases recorded during the last few years. This decline was due to the limiting effects of the preventive and mandatory lockdown measures, combined with a higher autumn temperature.
During 2021, Argentina’s natural gas production increased 0.4%. In 2021, 55% of the natural gas transported by our system originated in the Neuquina basin with the remainder primarily from the Austral basin. Conventional gas production (48% of the total) decreased 7.7% year-over-year. Non-conventional production increased 11.8% year-over-year. The Neuquén basin, with 52% 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 (with the exception of 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 Plan Gas.Ar 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 Plan Gas.Ar, 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—Competition—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.
During 2021, prices of the products sold under these programs were slightly increased. In August 2021, within the framework of Plan Hogar, the Energy Secretariat through Res. No. 809/2021 provided financial assistance to butane producers. The assistance was effective from August to December 2021 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.
Since December 2018, the government again decreased the natural gas price reference for power generation based on the supply basin of origin. As a result, during 2019, CAMMESA called for several bidding processes under the same conditions which resulted in even lower natural gas prices for generation.
The prices at which power plants or CAMMESA acquire natural gas can be considered a reference to determine the price of natural gas acquired as shrinkage gas (“RTP”) by us, 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 “—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, 2021, 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 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.
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 Plan Gas.Ar, 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 net revenues between 2004 and 2017 and during fiscal year 2021.
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 climatic and geopolitical aspects.
During the first months of 2020 and as a result of the complex global scenario caused by COVID, the international reference prices of the products we export suffered sharp drops, which were later reduced as the global health and economic situation stabilized, with the exception of butane, which experienced a significant increase in the last days of the year due to a decrease in global stock levels.
The prices of the main energy commodities experienced a significant increase in 2021 compared to the previous year. In less than six months, natural gas liquids (“NGL”) prices went from record lows (due to the impact of COVID) to record highs. This was mainly due to the global economic recovery and greater restrictions on access to natural gas in European countries.
In recent years, the Government issued a series of measures, which significantly affected our Liquids Production and Commercialization segment. Since 2002, LPG and natural gasoline exports have been subject to a withholding tax on exports. After several regulatory modifications, in March 2008, the Government introduced a “sliding-scale” regime for LPG and natural gasoline, where the withholding tax rate applicable to exports of LPG and natural gasoline (as a percentage) would vary in the same proportion as the variation in the international reference prices.
At the beginning of 2015, to reduce the impact of the sharp decrease in the international reference prices for LPG and natural gasoline, the Government reduced to 1% the applicable rate of withholding tax for exports, maintaining the “sliding-scale” regime in case international prices were higher than a certain level set by the Federal Energy Bureau. This regime was in effect until January 7, 2017. Finally, on September 3, 2018, the Executive Branch issued Decree No. 793/2018, which set a new tax on exports framework.
For further information, see “Item 4. Our Information—B. Business Overview—Competition—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 National Secretariat 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 or other similar outbreaks of contagious diseases.
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 recent 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. It has also impacted our business. For example, pandemic and the related responses of governmental authorities and others to limit the spread of the virus significantly reduced global economic activity, which resulted in an unprecedented decline in the demand for commodities during 2020. This decline contributed to a swift and material deterioration in commodity prices in early 2020. Although commodity prices subsequently recovered, COVID or its variants may lead to similar protracted periods of depressed commodity prices, which in turn could have significant adverse consequences for our financial condition and liquidity. Moreover, the COVID pandemic has contributed to disruption and volatility in our supply chain, which has resulted, and may continue to result, in delays for performed maintenance works or to operate our Puerto Galván and Cerri Complex facilities. Also, in the Natural Gas Transportation business segment, during 2020, we suffered delays in the collections of our receivables.
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 manner in which the ENARGAS, the SE 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.
The ongoing spread of the COVID may continue to negatively affect our business, our operations, including the development of natural gas in Argentina, and our financial position and prospects which will depend on the severity of the health emergency and the success of the measures taken and those that will be taken in the future. However, given our financial situation, it is not currently expected that the aforementioned events will affect the continuity of the business and, therefore, it is estimated that it will be able to continue to meet its financial commitments in the near future.
We also could not 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, in the event that 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 credit risk of our counterparties could adversely affect us.
Our main natural gas transportation customers are natural gas distribution companies whose tariff increases are set in accordance with the renegotiation processes of their licenses. Also, in some cases, their collections may depend on governmental regulations requiring them to finance the collections of their customers or even to recover their receivables from the Government.
Through Resolution No. 336, the payment of 22% of the bills issued from July 1, 2019 to October 31, 2019 to residential customers of natural gas was deferred. More recently, as a consequence of COVID and the measures adopted by the Government to reduce its impact, we have suffered delays in the collection of our credit receivables, either due to the stoppage of activities, or to the measures adopted by the Central Bank regarding the making of bank payments and compensations. Although these circumstances were temporary, as of the date of issuance of this Annual Report, it is not possible to predict if they could repeat in future and their real impact on our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations. If the cash flow generated by operations significantly declines, we may face difficulties in achieving our growth plans and projects, or may experience delays in the payments to our suppliers or financial debt which could negatively impact our financial condition and result of operations.
Also, under the framework of the Solidarity Law, the Government suspended the increase of tariffs for natural gas distribution companies which could negatively impact their operational costs, including their ability to pay for natural gas transportation services provided by us.
The failure of our clients to recover their receivables may cause them to incur delays or default in their payment obligations with us under our natural gas firm transportation contracts. In the future, we may be subject to delays in collections and payment obligations. We cannot assure you that our natural gas distribution customers in Argentina will not default on or otherwise breach their obligations to us in the future, and therefore negatively impact our financial situation.
In addition, we participate in the programs created by the Government to guarantee the supply of LPG at reasonable prices in the domestic market. Participation in these programs implies that the Government must compensate us when resources are allocated to the domestic market instead of us. Over recent years, this compensation has been paid with significant delays and there is no certainty about the continuance of such programs under the Fernandez administration.
Pursuant to the programs referred to above, as of December 31, 2021, the Government is required to pay to us Ps. 1,246 million.
If the SHR were (i) not able to pay or redeem such accrued compensation in cash or cash equivalents, or (ii) not able to make such payments or redemptions according to our estimated schedule, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations would be adversely affected.
Our failure to renew firm transportation contracts could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
We cannot assure you that our natural gas firm transportation contracts will be renewed in whole or in part in our existing routes or by our current customers. We may not be able to renew some natural gas transportation contracts in light of the changes in the supply of natural gas from the Neuquina basin. The terms of our gas firm transportation contracts vary based on different factors. If we are unable to renew our natural gas firm transportation contracts as they mature, our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations would be adversely affected. See “—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.”
The affirmative and restrictive covenants in our currently 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.
As of December 31, 2021, our physical assets are insured for up to U.S.$ 2.309 million and for the loss of profit resulting from material damages for up to U.S.$ 359 million, these coverages being subject to certain deductibles for both material damages and loss of profit.
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 a number of 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 actually 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.
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. For example, at the end of 2000, Compañía MEGA S.A. (“MEGA”), a sociedad anónima owned by YPF, Petrobras International Braspetro B.V. and Dow Investment Argentina S.A., 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 the MEGA plant. However, 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.
Although the construction of gas processing plants upstream of the Cerri Complex requires significant investments, additional gas processing facilities may be constructed that similar to the MEGA plant, could result in lower volumes or inferior natural gas quality of the natural gas arriving at the Cerri Complex in the future. Therefore, the development of these new projects 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 similar to or significantly greater than ours. While it is still unclear the future measures to be taken by the current administration 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.
As a result of the above, an increased number of competitors could reduce their prices which could make our investments not profitable. 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.
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 TGS. 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 413 miles, while the total length it is plan in 703 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.
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. As a consequence of COVID we had to extend remote work environments which may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts to exploit the COVID pandemic.
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.
During the first quarter of 2022, we were target of a cybersecurity attack, which did not have a material adverse effect on our administrative infraestrucutre, and result of operations. Although remediation activities have been taken as of the date and we have fortified and strendthened our security controls to limit potential similar incidents in the future, no assurance can be given that we will not be subject to any cyberattacks that could adversely affect our business and result 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 transportation systems and processing 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, 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.
We are subject to anti-trust, anti-corruption, 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.
In addition, we are subject to economic sanctions regulations that restrict our dealings with certain sanctioned countries, individuals and entities. 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 a number of 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.
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 (63% of our total consolidated revenues from sales for the year ended December 31, 2021s), 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 U.S.$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 fulfil 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 U.S.$323 billion, including loans from the IMF. Outstanding debt with private bondholders is approximately U.S.$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 Fitch, 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 U.S.$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 U.S.$2,400 million maturing on May 30, 2021. Pursuant to the terms of such agreement, the Argentine Government will make a partial payment of U.S.$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 U.S.$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 the its primary fiscal deficit, weaning off money printing from the central bank and rebuilding reserves, among several objectives.
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 Goverment 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, as a consequence 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.
This situation could occur 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. These 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 particular, 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 40.5% against the U.S. dollar during the year ended December 31, 2020 (compared to 58.9% and 102.2% in the years ended December 31, 2019 and 2018). During 2021, the peso depreciated 22.1% 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%, 10% in 2019 and 2020, respectively, and 50.9% in 2021; |
| • | Argentina’s public debt as a percentage of GDP, which remains high, and as of September 30, 2021, represented approximately 82% of the GDP; |
| • | the discretionary increase in public expenditures that has resulted (and continues to result) in a fiscal deficit; |
| • | high unemployment and informal employment rates; |
| • | high exchange rate volatility; |
| • | high fiscal and trade deficits; |
| • | an inability to pay public debt and the reperfilation of debt maturities; |
| • | limited access to funding in the local and international capital markets; |
| • | agricultural exports, which fueled the economic recovery, have been affected by drought and lower prices than in prior years; |
| • | fluctuations in international oil prices; |
| • | unavailability of long-term credit to the private sector; |
| • | the effects of a restrictive U.S. monetary policy, which could generate an increase in financial costs for Argentina; |
| • | fluctuations in the BCRA’s foreign currency reserves; |
| • | uncertainty with respect to the imposition of exchange and capital controls; |
| • | the abrupt fall in the value of sovereign bonds and a decline in consumer confidence or foreign direct investment; |
| • | the public health concerns derived from COVID and its scale and duration discussed below, which remain uncertain, but could impact our earnings, cash flow, liquidity, and financial condition; and |
| • | other political, social and economic events outside of Argentina that adversely affect the current growth of the Argentine economy. |
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 general 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.
As from March 2020, as a consequence of the COVID, the Government has taken several measures in order to reduce its impact on public health. These measures intensified the slowdown in the Argentine economy. In the current context of recession and considering the weak financial situation of the country that is renegotiating the terms of its financial indebtedness with creditors, these measures could mean a further deterioration in Argentina’s public accounts and its macroeconomic and financial situation.
Mid-term congress elections were held on November 14, 2021, and led to an unfavorable outcome for the ruling party with almost a nine-point lead of the main opposition party nationwide, and a loss of almost 15 points in the votes obtained in 2019 presidential elections. Therefore, the ruling party lost its own quorum in the Senate.
With this new balance of power with the opposition party, the Argentina government has to tackle economic and social indicators.
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 impact of reforms and measures taken or to be taken by the Government are uncertain.
The Argentine government has historically exercised significant influence over the economy, and public services companies in particular have operated in a highly regulated environment. The Argentine government may promulgate numerous, far-reaching regulations affecting the economy and public services companies in particular.
In addition, and during 2021, the year in which the mid-term elections took place, the main macroeconomic variables also underwent significant variations and although the dollar rate of the Banco Nación remained stable due to the effect of the policies imposed by the BCRA, blue-chip swap rates underwent significant variations.
All the above-mentioned events set off a critical, negative shockwave in Argentine financial markets and generated economic instability which resulted in the adoption of several measures, taken not only by the former administration but also by the ruling party, among others:
| • | Fiscal alleviation measures. Having as a main objective to reduce fiscal pressure over small business and people. In addition, certain social assistance plans were increased in order to contain the low-income sectors. In turn, regulations were issued that provided relief for workers and certain incentives for production. |
| • | Rate of 0% on the value-added tax of “basic food basket.” |
| • | Public Debt Reprofiling. On August 29, 2019, the Executive Branch published Decree No. 598/2019, whereby certain exceptional measures were adopted to relieve tension in the financial and foreign exchange markets. The measures consisted of the rescheduling of certain of the country’s financial obligations, which had an impact on the placements of individuals and financial institutions. |
| • | Exchange control restrictions. The Executive Branch reinstated restrictions on the foreign exchange market through the Emergency Decree No. 609/2019 (“Decree 609”), published in the Official Gazette on September 1, 2019, and since then has enacted subsequent exchange control restrictions. These exchange control restrictions remain in place. For additional information see “��Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends and distributions and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies” and “Item 10. Additional Information—D. Exchange Controls.” |
| • | Occupational Emergency. Through Decree No. 34/2019 (“Decree 34”), on December 13, 2019, the Federal government declared a labor public emergency for a term of 180 days. In case of dismissal without cause during said period, the affected worker will have the right to receive double compensation in accordance with current legislation. The Government went a step further amid the COVID pandemic, extending this measure on several occasions, most recently by Decree no. 39/2021, effective until December 31, 2021. |
| • | Solidarity Law. On December 23, 2019, the National Congress enacted the Solidarity Law. This law declared a public emergency in economic, financial, fiscal, administrative, pension, social security, tariffs, energy, health and social matters, and, pursuant to the Argentine Constitution, the Solidarity Law delegates legislative powers to the Executive Branch. For additional information, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Factors affecting our consolidated results of operations.” |
| • | Amendments to the Information and Communications Technology (“ICT”) regime. By means of Decree No. 690/2020 dated August 21, 2020, the Argentine Government introduced a series of amendments to the ICT Law No. 27,078. First, ICT services and access to telecommunications networks were assigned the character of public service in competition. Likewise, the regime for determining prices was modified. |
| • | Judicial Reform Bill. On July 29, 2020, the Executive Branch announced a judicial reform bill which consists of increasing the number of federal courts by creating 23 new federal courts and merging the federal criminal circuit with the federal economic criminal circuit. In addition, the proposed bill seeks the appointment of an advisory committee composed of legal experts to advise the executive branch on the operation of the judicial branch. The bill was approved by the Argentine Senate on August 28, 2020 and, as of the date of this Supplement, is pending discussion in the House of Representatives. |
| • | Oil & Gas upstream industry. Certain measures were established in order to encourage oil and gas production. The most prominent refers to the establishment of the Argentine Natural Gas Production Promotion Plan - Supply and Demand Scheme 2020-2024 through Decree No. 892/2020 published on November 16, 2020 (the “Plan Gas.Ar”). Further, on May 19, 2020, Decree 488/2020 was published, whereby a base price of U.S.$45 was set for the commercialization of a barrel of Medanito-type crude oil in the local market, containing also provisions relating to the aliquots applicable to export duties relating to products from the hydrocarbon industry. |
The 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.”
As of the date of this Annual Report, the impact of the aforementioned measures have had or will have on the Argentine economy, and on our business, results of operations, financial condition, the value of our securities and our ability to meet our financial obligations as a whole, cannot be fully assessed or predicted. In addition, we cannot predict the impact of the measures to be taken in order to comply with the guidelines of the agreement entered into with the IMF.
Also, we cannot assure that the Government or any of its political divisions will not adopt additional changes and reforms in tax matters, or that these reforms and those that may be adopted in the future will not adversely affect our business, results of operations or financial condition.
We cannot assure you that the current Argentine tax structure will be modified in the future. In this sense, any change or reform in tax matters that is introduced in Argentina could negatively affect the results of operations and our financial situation.
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 has 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.
The year 2021 was a year of recovery in economic activity, after the GDP contraction of 9.9% experienced by the Argentine economy in 2020. 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. It is estimated that the GDP grew by 10% in 2021.
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; |
| • | An extended period of remote work by our employees could deplete our technological resources and result in or exacerbate certain operational risks, including an increased risk of cybersecurity. Remote work environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts to exploit the COVID pandemic; and |
| • | COVID poses a threat to the well-being and morale of our employees. While we have implemented a business continuity plan to protect the health of our employees and we have contingency plans for key employees or executive officers who may become ill or unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and we may experience a possible loss of productivity or a delay in the deployment of certain strategic plans. |
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 “Risk Factors” section. For additional information regarding the impact of COVID on our results and financial situation, see “Item 5. Operating and Financial Results 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.
Despite consultations between the Government and the IMF regarding the reliability of the INDEC’s statistics, in February 2013, 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.
On February 13, 2014, the INDEC released a new inflation index the “IPCNu”(Índice de Precios al Consumidor”) that measured prices on goods across the country, replacing the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. The IPCNu, together with the GDP calculation, was reviewed by the IMF. During 2015, the IMF ruled that these indicators did not comply with its statutes, so it maintained an ongoing review process. Concerns regarding statistics in Argentina remained until January 8, 2016, when Decree No. 55/2016 and the declaration of a state of administrative emergency in the national statistical system and in the INDEC until December 31, 2016, was issued. Following this declaration, the INDEC ceased publishing statistical data until a rearrangement of its technical and administrative structure was finalized on December 31, 2016.
On June 29, 2016, the INDEC published recalculated historical GDP data, modifying the previously released data and substituting the IPCNu. Following the publication of revised data, on November 9, 2016, the Executive Board of the IMF concluded consultation with, and lifted its censure of, Argentina.
The INDEC discontinued the publication of data from November 2015 through May 2016 following the declaration of a state of administrative emergency in the national statistical system. During that period, the INDEC released alternative CPI figures based on data published by the Province of San Luis and the City of Buenos Aires. In June 2016, the INDEC resumed publication of monthly data.
Certain private economists have estimated significantly higher inflation rates than those published by the INDEC for the period from 2007 to 2015. 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.
According to information from FACPCE, in 2021, 2020 and 2019, CPI registered an increase of 50.9%, 36.1% and 53.8%, respectively. In 2021, 2020 and 2019, the WPI increased by 51.3%, 35.4% and 58.5%, respectively.
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.
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 28% of our total revenues during the year ended December 31, 2021, 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 and distributions and investors may face restrictions on their ability collect capital and interest payments in connection with corporate bonds issued by Argentine companies.
On September 1, 2019, the BCRA issued Communication “A” 6,770, which established various rules for exports of goods and services, imports of goods and services, foreign assets, non-resident operations, financial debt, debts between residents, profits and dividends, and information systems. The Communication was issued in response to the publication of Decree No. 609/2019 (“Decree 609”), pursuant to which the Argentine government implemented foreign exchange regulations. Decree 609 sets forth the obligation to convert the value of goods and services exported into Pesos in the local financial system, in accordance with terms and conditions established by the BCRA. These exchange control restrictions remain in effect due to Decree No. 91/2019.
Additionally, on December 5, 2019 the BCRA issued Communication “A” 6,844, setting forth the consolidated set of rules governing foreign trade and exchange (“Exterior y Cambios” in Spanish). Among other restrictions, Communication “A” 6,844 requires prior authorization from the BCRA for the pre-cancelation of debts corresponding to imports of goods and services. For overdue or on-demand debts for the import of goods with related parties abroad outstanding as of August 31, 2019, the importer must request authorization from the BCRA if the debts exceed U.S.$2 million per month.
In the context of the economic and social emergency declared by the Solidarity Law, and the critical situation regarding access to voluntary external debt, the BCRA considers it necessary to exceptionally assist the Treasury, both in the payments of external debt and in the financing in national currency. Considering that the Government is focused on restoring the sustainability of public debt, the Executive Branch delayed the presentation of the national budget for the fiscal year 2019, until progress can be made on those issues. Therefore, according to the BCRA, it is not possible to design a monetary policy strategy with specific objectives on the expansion of aggregates monetary or inflation.
In addition, due to the sudden devaluation of the peso since August 15, 2019, and to preserve the foreign exchange market in Argentina, the Executive Power issued Decree No. 609 (the “Decree 609”) that establishes that exporting companies must sell their income in currency foreign in the local market. Decree 609 establishes that the BCRA will issue all the rules necessary to organize the foreign exchange market. These exchange control restrictions remain in force due to Decree No. 91/2019.
Subsequently, the BCRA issued Communication “A” 7,030, through which it established that for the purpose of accessing the Exchange market for the realization of certain transactions such as (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.
On the other hand, the Communication provides that until June 30, 2020 (a period subsequently extended until July 31, 2020, by Communication “A” 7052) when accessing the market for payment of imports of goods or for the cancellation of debts arising from the import of goods, the BCRA must pre-approve the transaction unless the entity has: (i) a customer’s affidavit stating that the total amount of payments associated with its imports of goods during 2020 does not exceed the amount by which the importer would have access to the exchange market that was officialized between January 1, 2020 and the day leading up to accessing the exchange market; and (ii) documentation that allows the company in question to verify compliance with the remaining requirements established for the operation by the exchange regulations. At the same time, the Communication provides that until June 30, 2020 (a period subsequently extended until July 31, 2020, by Communication “A” 7,052) prior approval of the BCRA will be required for access to the foreign market for the cancellation of financial indebtedness principal services with the foreign sector where the creditor is a counterparty linked to the debtor.
As for transactions corresponding to foreign market outflows, the Communication amends from 30 to 90 days the period within which (i) no sales of securities with liquidation in foreign currency or transfers thereof to foreign entities can be performed, and (ii) no local sales of securities with liquidation in foreign currency or transfers thereof to entities abroad can be performed, in this case, counted from the moment the foreign market was accessed.
On September 15, 2020, Communication “A” 7,106 established that companies must refinance maturities of financial debt principal in the period from October 15, 2020 to March 31, 2021. In this sense, the Central Bank of the Argentine Republic (the “Central Bank”) will give access to companies for up to 40% of maturities and companies must refinance the rest within at least two years or should be cancelled using currency already in possession of the Company. Furthermore, Resolution No. 862/2020 of the CNV established a three-day “parking” requirement for both transfers of securities from local accounts abroad. As a result of all the exchange restrictions mentioned and all those that may be issued in the future by the BCRA in the context of the exercise of its powers, it is clarified that there may be potential “holdouts” in the context of the restructurings that Argentine companies are obliged to carry out with the consequent possible claims. The Central Bank measure, would, in many cases, result in non-compliance or a default on corporate debt denominated in U.S. dollars. It will be a challenge for issuers of corporate debt denominated in U.S. dollars to fully quantify the implications of Communication “A” 7,106. In order to fulfill the requirements of this regulation, a refinancing plan for financial debt due for registration until December 31, 2020 must be submitted to the Argentine Central Bank before September 30, 2020. For maturities to be registered between January 1, 2021 and December 31, 2021, the plan must be submitted at least 30 calendar days prior to the maturity of the principal to be refinanced, which implies a risk to obtain financing for new productive projects. As a consequence, there could be an increase in the spreads of corporate bonds. In addition, since June 2020, through Communication “A” 7,030, companies could no longer access to the MULC(“Mercado Único y Libre de Cambios”) to cancel financial debt between companies in advance. It is also noted that such possible proposals for restructurings will fully comply with the requirements established by the applicable and current regulations, as long as the non-compliance brings the application of the foreign exchange criminal law to the members of the board of directors. These decisions resulted in a notorious sell off of sovereign bonds, which led to a 7% daily fall. The Central Bank sold U.S.$1,318 million the following five weeks, in order to keep the exchange rate depreciation at desirable levels. Due to this unsustainable situation, the Government decided to partially ease the restrictions by reducing the interval between bond transactions and the resulting currency exchange between pesos and dollars from fifteen to three days, and also by repealing the aforementioned prohibition for non-residents.
Finally, on August 13, 2021, through Communication “A” 7,340, the Central Bank incorporated as point 4.3.3. of the rules on “Foreign and exchange”, that transactions for the purchase and sale of securities carried out with settlement in foreign currency must be paid for by one of the following mechanisms: (a) by transfer of funds to and from sight accounts in the name of the client in local financial institutions; and (b) against wire on bank accounts in the name of the customer with a foreign entity that is not incorporated in countries or territories where the Recommendations of the Financial Action Task Force (“FATF”) are not applied, or are not sufficiently applied. In no case, the settlement of these operations is allowed by payment in foreign currency notes, or by depositing them in custody accounts or in third-party accounts.
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 118% with the official exchange rate as of December 31, 2021. 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 the Company’s results of operations and financial condition.
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 (“dólar MEP” or “contado con liquidación”) has widened significantly, reaching a value of more than 100% in October 2020.
As of December 31, 2021, the total amount of principal and accrued but unpaid interest under our consolidated U.S. dollar-denominated indebtedness was U.S.$482 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.
In addition to the economic factors described above, 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 May 2012, the Argentine Congress passed Law No. 26,741, which declared hydrocarbons, production, industrialization, transport and marketing to be activities of public interest and primary goals of Argentina, and empowered the Government to take the necessary measures to achieve such goals. Law No. 26,741 expropriated 51% of the shares of YPF S.A. (“YPF”).
In the 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.
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.
As for taxes, the Government regulated the “Ley de Aporte Solidario y Extraordinario” to mitigate the effects of the pandemic (Law No. 27,605) - also known as “aporte de las grandes fortunas o impuesto a las riquezas”. It established a one-time contribution of a rate starting at 2% of the assets of individuals who have declared more than ARS 200 million in assets. The contribution will rise up to 3% in the case of assets of between ARS 800 million and ARS 1,500 million; will be extended up to 3.25% for those between ARS 1,500 million and ARS 3,000 million; and those who exceed that value will be taxed at 3.5%. The number of taxpayers covered by the regulations is estimated at 12,000.
Decree 42/2021 also empowered the Federal Administration of Public Revenue (AFIP) to be in charge of “implementing the information regimes for the purpose of collecting data” and thus prevent tax evasion operations. In this sense, when the law was sanctioned and promulgated, some businessmen with large assets threatened to start a fiscal rebellion.
As of the date of this Annual Report, we cannot predict the results of such measures or the 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.
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.
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.
At the end of 2015, the U.S. Federal Reserve began increasing its reference interest rate following more than five years of an interest rate close to zero, moving away from its post-2008 crisis stimulus campaign. This trend was reversed as a result of the COVID pandemic and more recently, the U.S. Federal Reserve increased its target reference rate to relieve inflationary pressure in the U.S. economy. The U.S. Federal Reserve target reference rate is currently between 0.25% and 0.50%.
In addition, recent presidential elections in the United States have created uncertainty regarding United States policies related to energy, trade, tariffs, immigration and foreign affairs. This uncertainty has generated instability and adversely affected Argentina’s economy. Any changes in United States trade policy could trigger retaliatory actions by affected countries and trading blocs, including China and the European Union, resulting in “trade wars,” increased costs for goods exported to the United States and additional volatility and instability globally.
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 U.S.$12.5 billion to repay the holdouts. After issuing U.S.$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 Centre 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 and 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. Uncertainity 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. 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).
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.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition, and results of operations may be adversely affected by the negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops began. Although the length and impact of the ongoing military conflict is highly unpredictable, 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, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restrictions on imports of Russian oil, liquified natural gas and coal. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could further adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.
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 Pampa Energía S.A. (“Pampa Energía”), which holds 50% of CIESA’s common stock, and 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 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, including rules regarding proxy statements and short-swing profits. 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 Argentina regulates the definition of non-cooperative jurisdiction, the white 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 Bylaws 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 BASE (by delegated authority of 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.
| A. | Our History and Development |
General
Operations
We commenced commercial operations on December 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), 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.
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, 2021, 60% of the total natural gas transported in Argentina, through 5,769 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 2021, approximately 81% 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 28%, 42% and 47% of our total net revenues for the years ended December 31, 2021, 2020 and 2019, 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, 2021:
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 63%, 49% and 48% of our total net revenues during the years ended December 31, 2021, 2020 and 2019, 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 10%, 9% and 6% of our total net revenues during the years ended December 31, 2021, 2020 and 2019, 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 1.2 Bcf/d transportation capacity (the “Northern Section”) and the second has a 20-mile extension, a 30” diameter and 882.3 MMcf/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/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.$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” pursuant to Law No. 26,360. This allows 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 TGS 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”). It is worth mentioning that the execution of the Complementary Agreed Minute is subject to approval by the Provincial Executive Branch (Poder Ejecutivo Provincial) through the issuance of the corresponding Provincial Decree in the Official Gazette of the Province of Neuquén, as from which date it will come into effect. The Expanded North Tranche II will extend from Los Toldos area (km 115.7 progressive) to El Trapial area (km 147.8 progressive) and will allow for the transportation of up to 17 million cubic meters per day of natural gas, with a length of 20 miles, a 30” diameter and a 97 kg/cm2 Higher Maximum Operating Pressure. The start-up of works is set for June 2023.
For more information regarding our investments in Vaca Muerta area see “Item 4.—Our Information—B. Business Overview. 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 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, 2019, through December 31, 2021, our aggregate capital expenditures, in Current Currency, amounted to Ps. 48,794 million. Such capital expenditures include Ps. 26,592 million related to improvements to our gas transportation system, Ps. 5,475 million related to liquids production and commercialization activities and Ps. 27,349 million related to Other Services segment.
For the years 2021, 2020 and 2019, capital expenditures mostly include works performed for the construction and ramping-up of the Northern Section and Southern Section of the Vaca Muerta pipeline and the enhancement of Tratayen 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.”
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 28%, 42% and 47% of our total net revenues in the years ended December 31, 2021, 2020 and 2019, respectively. In 2021, 81% 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 2021, the amount of net revenues derived from natural gas firm transportation contracts was Ps. 19,922 million, representing 81% 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 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.
On July 9, 2021, the UT and IEASA signed a restarting order and a restarting act of the works related to the Sunchales pipeline(“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 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 Work.
As of the date of this Annual Report, the interim price adjustments mentioned in the preceding paragraph are pending payment; this situation notoriously affected the normal development of the 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.
Additionally, since April 2019, the Government has been developing a regulatory framework to replace the current NGL and liquid fuels imports with nonconventional natural gas from the Vaca Muerta area, which requires to be transported to urban areas. For this purpose, on July 30, 2019, the SHR issued Resolution 437, which included the rules for a public tender process to grant a new license, including the design and construction of a pipeline, for the operation of a new natural gas transport system, which will be completed in two stages: (i) first, by connecting the area of Tratayén in the Neuquén Province with the area of Salliqueló in the Buenos Aires Province, and (ii) second, by connecting the area of Salliqueló with the city of San Nicolás de los Arroyos in the Buenos Aires Province. This open bidding was finally cancelled on December 30, 2020.
On February 7, 2022, the Secretary 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 U.S.$3.4 billion, of which 75% are expected to be allocated to the construction of the pipeline.
Once online, it will save on imports of natural gas, NGL and liquid fuels, at least U.S.$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 assign 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 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 (Banco de Inversión y Comercio Exterior, a public bank) as trustee.
The construction of the NK Pipeline is vital importance for the Argentine energy development and in a first stage it 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 gas pipeline system operated by us. The initial capacity of the NK Pipeline will be 20 MMm3/d, and it is expected to be online before winter 2023.
The second stage will connect to San Jerónimo area un the Province of Buenos Aires and the south of the Province of Santa Fé. The total capacity will be 40 MMm3/d with a length of 1,200 km.
The works 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 the execution of the works the SE opens a call for bids, we will evaluate the convenience of participating in the provision of the operation and maintenance service.
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, 2021, our service area contains 6.2 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, 64.8% 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, 2021, as it relates to the distribution companies that are connected to our pipeline system:
| | | | | Volume of market served (in %) | | | No. of end users (in millions) | | | Deliveries received from us (in %) | |
Metrogas (1) | | | 6.1 | | | | 20.0 | % | | | 2.4 | | | | 86 | % |
Camuzzi Pampeana (1) | | | 5.3 | | | | 17.4 | % | | | 1.4 | | | | 95 | % |
Camuzzi Sur | | | 4.6 | | | | 15.2 | % | | | 0.7 | | | | 100 | % |
Naturgy Argentina (1) | | | 3.7 | | | | | | | | | | | | 65 | % |
| | | | | | | | | | | | | | | | | |
| (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, 2021, 2020 and 2019, 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, | |
| | | | | | | | | | |
| | | 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) | |
| | | | | | | | | | | | | | | | | | |
| Metrogas | | | 16.7 | | | | 6,069 | | | | 16.7 | | | | 8,890 | | | | 16.7 | | | | 8,826 | |
| Camuzzi Pampeana | | | 15.8 | | | | 4,436 | | | | 15.8 | | | | 6,499 | | | | 15.8 | | | | 6,456 | |
| Naturgy Argentina | | | 11.8 | | | | 3,620 | | | | 11.8 | | | | 5,298 | | | | 11.8 | | | | 5,259 | |
| Camuzzi Sur | | | 11.2 | | | | 908 | | | | 11.0 | | | | 1,332 | | | | 11.0 | | | | 1,325 | |
| Pampa Energía | | | 4.0 | | | | 964 | | | | 4.3 | | | | 1,350 | | | | 4.6 | | | | 1,197 | |
| Others | | | 23.3 | | | | 3,925 | | | | 22.9 | | | | 5,440 | | | | 22.7 | | | | 4,893 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Interruptible and others: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
We play a leading role in the natural gas industry in Argentina and satisfy 133 direct customers and 6.2 million indirect customers for the year ended December 31, 2021.
As of December 31, 2021, the total contracted firm or “ship or pay” capacity was 82.6 MMm3/d with a weighted average life of approximately 11 years.
Towards the end of October, the Open Tender 01/2021 was carried out with the purpose of renewing firm transportation capacity contracts that expired in the years 2022/2023. The rehire of 5 MMm3/d was achieved, for an average term of 20 years. The Neuquén routes for a term of 35 years and those of the Austral basin for an average of 12 years, which strengthened the sustainability of the TGS business, and at the same time ensured the contractual continuity of the routes offered with origin in the Austral basin, in view of the risk of a drop in injection.
Additionally, it is important to highlight that this year 118 new contracts were signed, 69 for interruptible transportation services and 49 for interchange and displacement services.
Pipeline Operations
Pipeline Deliveries. The following table sets forth our average daily natural gas firm and interruptible transportation deliveries for 2021, 2020 and 2019:
| | | For the year ended December 31, | |
| | | | | | | | | | |
| Firm: | | Average daily deliveries (MMcf/d) | | | Average daily deliveries (MMcf/d) | | | Average daily deliveries (MMcf/d) | |
Metrogas | | | 11.7 | | | | 12.1 | | | | 14.0 | |
Camuzzi Pampeana | | | 10.4 | | | | 9.3 | | | | 9.9 | |
Camuzzi Sur | | | 7.3 | | | | 6.8 | | | | 6.6 | |
Naturgy Argentina | | | 6.4 | | | | 6.1 | | | | 6.8 | |
Others | | | | | | | | | | | | |
| Subtotal firm | | | 51.6 | | | | 49.7 | | | | 52.8 | |
| Subtotal interruptible | | | | | | | | | | | | |
| Total | | | | | | | | | | | | |
Average annual load factor (1) | | | 83 | % | | | 78 | % | | | 81 | % |
Average winter heating season load factor (1) | | | 95 | % | | | 86 | % | | | 90 | % |
| (1) | Average daily deliveries for the period divided by average daily firm contracted capacity for the period, expressed as a percentage. |
Natural gas daily average injection to the pipeline system operated by us amounted to 69.5 MMm3/d in 2021, 2% higher than the 68.2 MMm3/d of 2020. It should be noted that the contribution of the Neuquén basin was 9% higher than last year, while the southern basin decreased its injection by 7%.
The chart below shows the main operating data for the natural gas transportation segment.
Natural Gas Transportation System Improvements. In 2021, 2020 and 2019, we made capital expenditures aimed at the enhancement of our natural gas transportation system’s safety and reliability in the aggregate amount of Ps.26,592 million. We operate our pipeline system and the pipeline constructed pursuant to the Gas Trust in accordance with Argentine natural gas transmission safety regulations, which are substantially similar to U.S. federal regulations. Based on the pipeline inspection reports we have received to date and the current operation of the pipeline system, we do not foresee any significant safety risks. In order to identify changes in the safety regulations that our pipeline system has to comply with, we conduct inspections for the purpose of detecting increases in the population density in the areas through which our pipeline system extends. Changes in population densities may require us to increase safety measures in certain sections of the system.
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 ring”) 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. 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 2021, 2020 and 2019, 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.
We conducted integrity assessment tasks, such as in-line inspections along 2,3 km and direct assessment through Close Interval Survey (CIS) and Direct Current Voltage Gradient Survey (DCVG) techniques (sections with no scraper traps) over 216 km of pipelines and in 15 customer supply branches. These tasks have been conducted to identify, assess and control threats to the integrity of our pipelines, such as external and internal corrosion, geometrical defects, manufacture and/or construction anomalies, and coating failures, among others.
With reference to our recoating program, in 2021 we successfully concluded 21km of recoating replacement works, distributed 13 km in the Neuba I Gas Pipeline, 8 km in the General San Martín Gas Pipeline, over the discharge of the Indio Rico Compressor Plant, and in the river crossing in Río Seco, following safety protocols in view of the presence of explosive material from the construction period. This program, being the most relevant of the works involved in the RTI was the most important ever faced by us not only because of its economic scope but also due to the technical deployment it entails along three times as many kilometers as the average programs carried out over the last five years.
Moreover, in these works we have continued performing nondestructive testing (NDT) such as magnetic particles and ultrasound testing for the identification of manufactured anomalies in girth and seam welds and Stress Corrosion Cracking (“SCC”) in the body of the pipeline, by means of which we have been able to detect severe anomalies that could be removed through pipe replacements.
As part of the SCC evaluation and mitigation plan, an internal inspection plan was carried out with “EMAT” technology to detect crack colonies. To date, 120 km of the Buenos Aires Ring Pipeline have been completed. A work was carried out using the internal inspection with ultrasound tool (“UTCD”) in the San Julián compressor plant and 196 km of the San Martin pipeline.
In addition, during 2021, we continued to carry out various maintenance tasks essential for the safe operation of the pipeline system. During 2021, and in spite of the COVID, we have successfully carried out the winter maintenance plan, which allows us to guarantee the safe and reliable operation of the gas pipeline system.
Improvements were also made to the transportation measurement systems, installing clamp-on measurement systems directly on the gas pipelines, when previously the measurement was located inside the Compressor Plant. These works were carried out at Magallanes, Dolavon and Manantiales Behr Compressor Plants. Improvements were also made in the metering stations located in the Buenos Aires ring. These works were carried out in Las Heras, Ezeiza and Gutiérrez.
Finally, the operation of the system during 2021, despite the COVID, was satisfactorily carried out with no interruptions in the service.
During 2020, there were only one leak on the interconnection gas pipeline “Neuba I Gas Pipeline - Huincul Senillosa 16”, in the Province of Neuquén, which did not cause any interruption in the service provided. As a result, there were no victims or significant damages.
During 2019, we experienced two pipeline failures, one in the General San Martín pipeline—between the San Julián and Río Seco Compressor Plants, in the Province of Santa Cruz and one event caused by third parties in the Cordillerano pipeline—between the Plaza Huincul and Picún Leufú Compressor Plants. Neither of such failures resulted in material service interruptions, significant damages, or casualties. Despite such incidents, our pipeline system met the natural gas dispatch demand and was in accordance with the requirements of ENARGAS and other relevant authorities. Except for the rupture described above, there was no any other major safety related incident in our system since 2019.
Pipeline Expansions. In light of the lack of expansion of the natural gas transportation system and of growing natural gas demand in all segments of the Argentine economy, the Government established in April 2004, through Decree No. 180/04, the framework to create the Gas Trusts to support investments in the natural gas transportation and distribution systems. In addition, Resolution No. 185/04 issued by MPFIPyS sets the specific guidelines to develop such expansions under the framework of Decree No. 180/04. These vehicles enabled the financing of the expansion works mentioned below.
In 2005, the first Gas Trust was constituted to carry out the first expansion (the “First Expansion”). The First Expansion, completed in August 2005, was achieved through the construction of approximately 316 miles of pipeline and a compression capacity increase of 30,000 HP through the construction of a new compressor plant 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 not to the extent of certain increased rates that may apply in the future).
In addition, in April 2006, the MPFIPyS, the Federal Energy Bureau and natural gas transporters, among others, signed a letter of intent to carry out the Second Expansion (the “Second Expansion”) which is significantly larger than the First Expansion. The Second Expansion increased the aggregate transportation capacity of our system by 378 MMcf/d. It involved the installation of over 708 miles of pipeline loops and 196,800 HP of additional power and the construction of a new pipeline in the Magellan Strait (the “New Magellan Strait Pipeline”), which permits the transportation of additional natural gas from the Austral basin. The New Magellan Strait Pipeline was completed in March 2010 and is 24 miles long.
Ownership of the works of the Second Expansion is vested in NAFISA and the investment is financed by other gas trust funds whose trustors are the natural gas producers and the shippers that have subscribed to the additional capacity. The works are being repaid with a new tariff charge that will ultimately be paid by the business and industrial users with firm transportation contracts, and not by the residential users. In addition, as the assets related to the Second Expansion become operational, we are in charge of their operation and maintenance (together with the assets related to the First Expansion) through an operation and maintenance agreement and the rendering of natural gas firm transportation services. In order to compensate us for the operation and maintenance services provided with respect to the incremental transportation capacity associated with the expansions carried out by the Gas Trusts and us since 2006, we are paid a monthly CAU, which currently is lower than the transportation tariff. The access and use charge (“CAU”) has resulted in increased fees and revenues in our Natural Gas Transportation segment as the expansion works have become operational.
In May 2011, we received debt securities (valores representativos de deuda) from the Gas Trust, issued February 2010, which canceled the account receivable related to services rendered for the 247 MMcf/d expansion works of the Second Expansion. These debt securities were issued in an aggregate principal amount of Ps.48.1 million, amortize principal in 85 consecutive equal monthly installments, and bear interest at the Coeficiente de Estabilización de Referencia established by Decree No. 214/2002 (“CER”), or Reference Stabilization Ratio as published by the BCRA, plus a fixed spread of 8% from their date of issue.
In October 2011, we, the Federal Energy Bureau and the trustee of the second Gas Trust agreed on the terms and conditions under which we manage the operation of the assets associated with the Second Expansion. As compensation for these additional services, we received a total of Ps.37 million (not adjusted for inflation) for the 131 MMcf/d expansion works remaining to complete the Second Expansion, in addition to the debt securities received in May 2011. The amendment agreement provided for an advance payment equal to 20% of the total remuneration, which was paid, 10% in cash and 90% in the form of additional debt securities from the Gas Trust. The securities are being amortized in 96 monthly, consecutive equal installments and bear interest at CER plus a fixed spread of 8% from their date of issue.
On July 20, 2016, NAFISA notified us of the former Ministry of Energy’s decision to suspend works for the Second Expansion. We took measures for the collection of the amounts owed by NAFISA to us. Subsequently, on February 2017, NAFISA resumed repayment of the promissory notes it issued to us evidencing NAFISA’s payment obligations to us for the work we completed on the Second Expansion. During 2021 and 2020, we did not have significant delays in the collection of these credits.
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.$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.$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 general and special 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.$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, 2021, we recorded a charge of Ps.2,182 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.$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 IEASA (formerly ENARSA) in 2004 for the purposes of restoring levels of reserves, production and supply of natural gas and meeting the infrastructure needs of the natural gas transportation and electricity industries; |
| • | creation of the Gas Plus Program (the “Gas Plus Program”) in 2008, which aims to encourage producers to make further investments in natural gas infrastructure by allowing them to sell the resulting production of natural gas from new fields and fields that require more expensive extraction techniques at higher prices than the current authorized prices. In 2010, the Government increased the price paid to natural gas producers who invest in new fields, shale and tight natural gas under the Gas Plus Program; |
| • | hiring of two re-gasifying LGN tankers through IEASA, in Bahía Blanca (2008) and Escobar (2011), to inject natural gas into the pipeline. The tanker located at Bahía Blanca, which was retired in November 2018, was connected to our pipeline, and the tanker at Escobar is connected to TGN’s pipeline; |
| • | establishment of a framework for the constitution of Gas Trusts to finance natural gas pipeline expansions; |
| • | the passage of Law No. 26,741, which declares that hydrocarbons self-sufficiency, as well as their production, industrialization, transport and marketing, are activities of public interest and primary goals of Argentina, empowering the Government to take the necessary measures to achieve such goals; |
| • | creation of trust funds to finance infrastructure works in transportation and distribution of natural gas; |
| • | importation of natural gas from Bolivia and Chile, which has increased significantly over the past two years; |
| • | importation of LGN through vessels; |
| • | creation of tariff charges to be paid by all consumers other than residential consumers in order to finance natural gas and electricity expansions and the import of natural gas; |
| • | creation of a stimulus program to encourage new investments in exploration and exploitation; |
| • | the establishment of the 2020-2024 natural gas scheme through the Plan Gas.Ar; and |
| • | the establishment of the Transport.Ar Program which declares of public interest the building of the NK Pipeline in order to solve the natural gas transportation bottleneck from the Neuquén Province. |
On March 31, 2014, the Federal Energy Bureau issued Resolution No. 226/2014 to implement a program for the rational use of natural gas. This Resolution provides a new tariff scheme based on cubic meter consumption and the basin or region of the country. The program encourages a reduction in consumption by providing different prices for those commercial and residential users that effectively reduce consumption.
By Decree No. 272/2015 of the Executive Branch, dated December 29, 2015, the Argentine Hydrocarbon Investments Planning and Coordination Commission (Comisión de Planificación y Coordinación Estratégica del Plan Nacional de Inversiones Hidrocarburíferas) was dissolved and the functions and powers of federal jurisdiction were transferred to the former Ministry of Energy. Meanwhile the provincial authorities preserve the powers that correspond to their jurisdictions.
Macri’s administration (December 2015 – December 2019) took a series of measures to guarantee supply to meet the growing energy demand. These measures are also aimed at encouraging private investment in the exploration and exploitation of new areas of natural gas production. Such measures include the following:
| • | the completion of the RTI processes were prioritized to provide a framework of certainty to the operation of public utility companies; |
| • | the Ministry of Energy and the Unidad de Renegociación y Análisis de Contratos de Servicios Públicos (“UNIREN”) were reorganized in order to streamline the aforementioned efforts; and |
| • | the increase of the prices of natural gas at the PIST and the tariffs of the public transport and distribution of natural gas service have been propitiated in order to correct the deterioration in the supply of this fluid and to reduce the burden that the public subsidies have on the national budget. |
During 2016, the Ministry of Energy issued Resolutions 28 and 31. These resolutions (i) increased the PIST and the tariffs for the transportation and distribution of natural gas, and (ii) instructed ENARGAS to carry out the RTI process. The new prices have been in effect since April 1, 2016. Resolution 28 also established a social tariff regime to subsidize tariffs for the poverty-stricken sectors of the community. The beneficiaries under this regime must register with the Government and meet certain criteria established by the Ministry of Energy.
In addition, on March 30, 2017, the Ministry of Energy enacted Resolution No. 74/2017 (“Resolution 74”), which increased the price of the natural gas consumed by power plants starting on April 1, 2017.
These resolutions were subject to several legal actions questioning their validity, and on August 18, 2016, Argentina’s Supreme Court of Justice issued a decision (i) requiring mandatory public hearings prior to the establishment of new natural gas transportation and distribution tariffs, (ii) requiring mandatory public hearings prior to the establishment of a new point-of-injection gas price, and (iii) invalidating Resolutions 28 and 31 with respect to residential users, for whom the tariffs effective as of March 31, 2016, were required to be restored.
On August 19, 2016, ENARGAS issued Resolution No. 3,953/2016, ordering the public hearings held from September 16 to 18 of 2016 (“September 2016 Public Hearing”) to consider the following: (i) determination of the new PIST price (ii) establishment of the transitory tariffs for transportation and distribution of natural gas, to be effective until new tariffs are set by the RTI process, (iii) establishment of new prices for the distribution of undiluted propane gas through networks (“Propane for Networks Agreement”) and (iv) rate adjustments to be implemented in April and October of each year.
After the September 2016 Public Hearing, the Ministry of Energy issued Resolution No. 212 – E/2016 which, among other things:
| • | fixes the natural gas prices in PIST; |
| • | provides that the total amount of natural gas prices in PIST shall not exceed certain limits according to the type of customer; |
| • | maintains the social tariff for the protection of the most vulnerable sectors; |
| • | establishes the new propane prices for the distribution of undiluted propane gas through networks, settling at Ps.800/Tn for residential users and general service P1 and P2, and Ps.2,100/Tn for general service P3 users; and |
| • | provides that adjustments will be implemented in the months of April and October of each year, until the total elimination of the subsidies, at which time PIST will be freely determined by the market. |
In January 2017, the Government announced the implementation of certain benefits in order to increase oil and natural gas production. This announcement was 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.$7.50 for 2018, U.S.$7.00 for 2019, U.S.$6.50 for 2020 and U.S.$6.00 for 2021. In 2019, such program was modified by the Energy Secretary, and such decision of the Government resulted in conflicts between the Government and natural gas producers which led to a sharp decline in the number of investments made by natural gas producers since the second half of 2019. |
In November 2017, within the framework of the process of normalization of the energy sector, the former Ministry of Energy held meetings with the natural gas producers, IEASA, and the natural gas distributors to discuss and establish basic conditions that served as a framework for the supply agreements that they celebrated on January 1, 2018.
During 2018, due to the increase in the exchange rate between the peso and the U.S. dollar, natural gas producers and distribution companies began a process of renegotiation of the agreements signed with prices denominated in U.S. dollars, and the Government assumed, as an exceptional measure, the sums owed by the distributors of natural gas to the producers.
On February 11, 2019, the Argentine Energy Ministry issued Resolution No. 32/2019 which sets a new mechanism for price competitions for the provision of natural gas that are developed within the framework of the Mercado Eléctrico de Gas S.A. (“MEGSA”) and that will cover the demand for the period from April 1, 2019 to March 31, 2020.
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. 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 was affected by a reduction of small industries that were 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. 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.
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 SE 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.
The creation of the Transport.Ar Program is intended to solve the infrastructure deficit, with investments distributed in three stages. Stage I, to be executed from 2021 to 2023, foresees investments in gas pipelines for 3,371 million dollars. Stage II is already being planned and it is also estimated that Stage III will be executed by 2030. The total amount invested is estimated at around USD 10 billion.
It is not possible to estimate the scope and impact of the COVID pandemic (including its variants) or and the measures adopted by the Government to mitigate such impact.
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 graphics below illustrate the breakdown of natural gas consumption in Argentina in 2006 and 2021 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.
The following table sets forth local natural gas consumption by type of consumer for the three consecutive years to 2021, in MMm3:
| | | | | | | | | | |
Residential (1) | | | 10,178.2 | | | | 10,499.0 | | | | 10,552.9 | |
Commercial | | | 1,460.2 | | | | 1,080.5 | | | | 1,149.3 | |
Industries (2) | | | 13,286.9 | | | | 12,672.8 | | | | 12,111.3 | |
Power plants | | | 15,325.8 | | | | 14,438.6 | | | | 16,083.1 | |
CNG | | | 2,479.7 | | | | 1,867.8 | | | | 2,342.8 | |
Others (3) | | | | | | | | | | | | |
| Total | | | | | | | | | | | | |
| (1) | Includes subdistributors. |
| (2) | Includes shrinkage natural gas from the Cerri Complex, which is included in Others. |
| (3) | Includes governmental bodies. |
Source: ENARGAS, based on data from the licensees and off system users.
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 IEASA 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 2021, the fifth addendum to this agreement came into force, which modifies the price formula and, due to the decline in Bolivian reserves, reduces supply volumes (-4 MMm3/d in winter with respect to the 4th addendum). At the date of issuance of this Annual Report, the governments of Argentina and Bolivia are negotiating the signing of a new addendum, after the expiration that took place on December 31, 2021.
Natural gas consumption during the first quarter of 2020 was at similar levels to those of the previous year. The largest differences were recorded in the electricity generation sector, mainly as a result of variations in temperatures and water availability when comparing the same periods of 2019, and to a lesser extent, during the first quarter of 2020 there were even higher exports to Chile. Given the COVID, from the second quarter onwards, the sectors most impacted by the lockdown 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 renewable and nuclear generation and the entry 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 resort to the use of alternative fuels in winter. Towards the end of 2020, some recovery can be observed in the hardest hit sectors, although we are still below the previous year’s records, mainly in exports, which failed to recover due in part to the drop in natural gas production.
In 2020, natural gas demand decreased with respect to 2019 by 282 MMcf/d, mainly due to the fall in exports, industrial consumption, CNG and power plant consumption (which had to resort to the use of substitute fuels - diesel and fuel oil - due to the lack of sufficient gas availability in the winter).
The following are some of the main factors that characterized the higher demand for natural gas in Argentina for the year 2021 compared to the previous year:
| • | The recovery of those sectors mainly impacted by restrictions on circulation (CNG, Industry and Commerce) as from the enactment of Decree No. 297/2020, which established the stay-at-home measures as from March 20, 2020. |
| • | The decreasing prices of natural gas for the priority demand due to the lack of updating of tariffs. For the rest of the segments there were price increases in the winter based on PIST proposed by the Plan Gas. AR for the period 2020-2024. |
| • | During the first months of 2021, and due to the delay in the implementation of the Plan Gas.Ar, natural gas production had a downward trend of approximately 10 MMm3/d with respect to 2020. As from May 2021 and thanks to the incentive scheme proposed by this plan, production levels were increased. |
| • | Due to the effect of the decrease in natural gas production, the increase in economic activity and the lower winter temperatures that required to meet a higher priority demand, during 2021 it was necessary, during the months of June, July and August, to import LGN through the regasification vessel in Bahía Blanca -which had stopped operating in 2019. |
| • | Regarding electricity generation, in a year characterized by a drought that impacted hydroelectric generation (-17.1%), total electricity generation increased by 5.7%. The decrease in hydroelectric generation was offset by higher renewable energy generation (36.9%) and higher thermal generation (9.4%). |
Natural gas consumption during the first quarter of 2021 was below the levels recorded in the same period of the previous year. This difference is mainly explained by natural gas exports, which were suspended due to the low local production in the months prior to the beginning of the injection commitments assumed in the Plan Gas.Ar. For the 2021-2022 summer period, according to the Natural Gas Export Authorization Procedure (Res. 360/2021), the allocation of firm export volumes cannot exceed 6 MMm3/d (Neuquina 4 MMm3/d and Austral 2 MMm3/d).
The low availability of local natural gas also caused the power generation sector to have less natural gas available during the first months of the year, resulting in a higher consumption of liquids (gasoil and fuel oil) to supply the demand. Later, when production levels recovered and the Bahía Blanca regasification ship came into service, added to the drought that caused a decrease in hydroelectric generation, a higher consumption of natural gas can be observed in the power plants in the winter months (mainly July and August).
From the second quarter onwards, demand began to recover, mainly due to the rebound in consumption in the sectors most impacted during the year 2020 by the traffic restriction.
Natural gas demand (in MMm3/d average year) increased with respect to 2020 by 3 MMm3/d, mainly due to the recovery of industrial consumption, CNG and power plant consumption (which also had to resort to the use of substitute fuels - diesel and fuel oil - due to the lack of sufficient gas availability in the winter). The higher consumption of priority demand is mainly due to lower temperatures in the first months of winter (May and June) compared to the same period of the previous year.
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 2021, 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 LGN 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 from 2010 to 2021 in 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, 2020 and 2019 (the most recent years for which information is available):
| | | | Proved Gas Reserves(Bcf)(1)(2) | | | | | | | |
| | | | | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Neuquina | | Neuquén, Río Negro, La Pampa, Mendoza (South) | | | 244.9 | | | | 233.3 | | | | 27.7 | | | | 30.7 | | | | 8 | | | | 7 | |
Austral | | Tierra del Fuego, Santa Cruz (South), and offshore | | | 86.2 | | | | 91.2 | | | | 11.5 | | | | 12.0 | | | | 9 | | | | 9 | |
San Jorge Gulf | | Chubut, Santa Cruz (North) | | | 35.4 | | | | 41.1 | | | | 4.2 | | | | 4.7 | | | | 8 | | | | 9 | |
Cuyo
| | Mendoza (North) | | | 0.2 | | | | 0.1 | | | | 0.0 | | | | 0.1 | | | | 3 | | | | 6 | |
Northwest | | Salta, Jujuy, Formosa | | | | | | | | | | | | | | | | | | | | | | | | |
Total
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Estimated as of December 31, 2020 and 2019, respectively. There are numerous uncertainties inherent in estimating quantities of proved natural gas reserves. The accuracy of any reserve estimate is a function of the quality of available data, and engineering and geological interpretation and judgment. Results of drilling, testing and production after the date of the estimate may require substantial upward or downward revisions. Accordingly, the reserve estimates could be materially different from the quantity of natural gas that ultimately will be recovered. |
| (2) | Reserve figures do not include significant reserves located in certain Bolivian basins to which TGN is connected. |
| (3) | Weighted average reserve life for all basins, at the 2020 or 2019 production levels, respectively. |
Source: Ministry 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 2021, total natural gas injection recovered significantly from May onwards, reaching its maximum injection in August (123 MMm3/d; +11 MMm3/d more than in August 2020).
In 2021, YPF continued to be the main producer in Argentina with a 28% market share, followed by Total Austral S.A. with a 25% market share. The graph below shows the market share of the main natural gas operators in Argentina in terms of production for 2021.
Main Natural Gas Producers 2021
Source: Secretary of Energy
In 2021, total natural gas production increased by 0.4% with respect to the previous year.
The Neuquina basin accounts for all the growth, which rose from 67 MMm3/d in April to 88 MMm3/d in August, mainly from unconventional reservoirs (73% of the Neuquina basin production). On the other hand, the remaining basins continued with their natural decline (even Bolivia is also in the process of decline), which makes the construction of a third trunk pipeline to evacuate the incremental gas associated with the development of reserves in the Neuquén basin imperative.
On February 7, 2022, the Secretary of Energy issued Resolution No. 67/2022 creating the Transport.Ar Program and declaring the construction of the NK Pipeline and complementary works as of public interest, the expansion and strengthening works of the National Natural Gas Transportation System, such as the gas pipeline between the cities of Mercedes and Cardales in the Province of Buenos Aires and the expansion of the Neuba II gas pipeline.
In May 2019, as a result of the development of the Vaca Muerta field, Argentina reached its peak natural gas production in the last ten years. In 2019, total natural gas production increased by 5.0% with respect to the previous year, from 1,661 Bcf to 1,743 Bcf. This increase was mainly attributable to non-conventional exploitation (shale + tight) in the Neuquina basin and, to a lesser extent, other developments in the Austral basin. In particular, non-conventional gas showed a significant increase mainly due to the continued positive performance of Tecpetrol S.A. and its development of the Fortín de Piedra fields. Increase in production resulted in a decreased in imports although imports continue representing an important percentage of natural gas.
In order to increase the existing natural gas reserves from the Neuquina basin, in July 2013, YPF announced the execution of an agreement with Chevron Corporation to develop oil and gas shale deposits in this province. During 2014, YPF continued negotiating with oil companies to reach new partnership agreements that will provide technology and capital resources for the exploitation of new reserves. Many natural gas producers have announced alliances and agreements with international oil and natural gas companies, such as Petronas E&P Argentina S.A. and China Petroleum & Chemical Corporation, in order to eventually collaborate to develop oil-and-gas projects.
In December 2015, YPF and Dow Argentina S.A., a subsidiary of Dow Chemical Co., announced an investment of U.S.$500 million in 2016 for shale gas exploration in Argentina. Both companies, which have already invested U.S.$350 million in a joint shale gas venture, said in a statement that total investment could reach U.S.$2.5 billion in coming years. For additional information regarding the development of Vaca Muerta formation, see “—Neuquina Basin” below.
Due to the current context of the natural gas market (lower production due to the lack of price signals in the medium/long term, lower exports, increased imports and higher consumption 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 investments for the maintenance and/or growth of production in the productive basins, where the producers must commit to achieve a production curve that guarantees the maintenance and/or increase of the current levels.
The program guarantees a mechanism to meet the natural gas needs of priority demand and power plants, allowing exports of unused balances in non-winter periods. The program will have a duration of four years and may be extended by the Secretariat of Energy based on its evaluation of the situation in the gas market.
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 have a base 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 Neuquén 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 Energy Secretariat 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 USD/MMbtu. For the winters of 2022, 2023 and 2024 the volume bid was 3.36 MMm3/day at a weighted average price of 4.73 USD/MMbtu.
In mid-October 2021 the third round of the Plan 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 of the Neuquina basin represented approximately 60% of the total production of natural gas in Argentina during 2021. The chart below shows the evolution of the MMcf/d of natural gas produced in the applicable basin for the period indicated.
The supply from Bolivia -under the agreement signed between both governments- resulted in an average of 12.7 MMm3/d, 2.3 MMm3/d less than the volume recorded in 2020. On the other hand, LGN imports by sea, re-gasified and injected into the national natural gas transportation system at the port of Escobar and Bahía Blanca located in the Province of Buenos Aires, recorded an average contribution of 9.5 MMm3/d in 2021, 3.9 MMm3/d above the LGN contribution recorded in 2020, when only the Escobar ship operated.
Additionally, and with the same purpose of supplying the winter peak demand, YPF and IEASA launched a bidding process to supply natural gas production for the winter period. IEASA launched a bidding process for the acquisition of an LGN regasification vessel in Bahía Blanca as it has been done in the past. Finally, in April 2021, Excelerate resulted in the awarded company of the above mentioned bidding process.
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 proved 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 discovered 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.
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.
After the implementation of Plan Gas.Ar, production in the Neuquina basin during 2020 was 5% higher than the previous year. This is a variation above the average and made it possible to compensate for the drop in production in the remaining basins.
Cumulative production in the last twelve months fell in 3 of the country’s 5 basins: only in the Neuquén basin did it grow by 4.6%. On the other hand, production fell in the Austral, golfo of San Jorge and Noroeste basins by 5.9%, 5.3% and 10.1%, respectively. There was no variation in the production for the Cuyana Basin.
Until 2019, Argentina and international producers have been actively seeking opportunities to develop the Neuquina basin; however, given the macroeconomic uncertainty in Argentina and the recent measures adopted by the Government towards the end of 2019 and the beginning of 2020 (including the Solidarity Law), the number of drillings in the area and production significantly decreased. For example, there were no drillings registered in February and March 2020 and production in the Fortin de Piedra area was reduced by 30% between January and December 2019. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina—The impact of reforms and measures taken or to be taken as a result of the change of administration are uncertain.”
Natural gas production in Vaca Muerta increased 21.6% during the last twelve months ended December 31, 2021. Vaca Muerta represents 29.4% of the total gas produced in the country in 2021. In this case the three main operators are Tecpetrol, which is the main operator, YPF and Total Austral. In the Vaca Muerta formation Tecpetrol increased its annual production 15.6% while YPF’s production was 47% higher. On the other hand, Total Austral reduced its annual production by 11.5%.
The TGN system also accesses the Neuquina basin. Of the transported natural gas coming from the Neuquina basin, approximately 63.2% was transported by us and approximately 36.8% by TGN for the year ended December 31, 2021.
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.$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 IEASA 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.
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 No. 250/2018 (“Decree 250”) 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’s intervention was extended through Decree 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.
At the end of May 2007, due to the rising demand for natural gas resulting from unusually low temperatures throughout the country, ENARGAS and the Federal Energy Bureau utilized their authority under Resolution 208/04 for the first time. ENARGAS honored our petition and submitted written instructions to us. We complied with these instructions, and as of the date of this Annual Report, our compliance has not resulted in legal action, by any of our firm transportation clients, that could have a significant adverse economic and financial effect on us. As of the date of this Annual Report, only one client (Profertil S.A.) has brought legal actions against us, in respect of service interruptions that occurred in 2009, 2010 and 2011, which at the date of this Annual Report are in the evidentiary stage. In this action, ENARGAS ruled in our favor alleging that the interruptions were due to the shortage of natural gas.
In October 2010, ENARGAS issued Resolution No. 1,410/2010, which set new rules for natural gas dispatch applicable to all participants in the natural gas industry and imposed new and more severe priority demand gas restrictions on producers. Through this resolution, ENARGAS has the ability to redirect natural gas transportation in order to give priority to residential consumption.
On June 1, 2016, the Ministry of Energy issued Resolution No. 89/2016, which requires ENARGAS to develop a procedure to amend and supplement ENARGAS Resolution No. 1,410/2010 and establish daily operating conditions of the transportation and distribution systems. It also establishes a methodology to satisfy the demand of natural gas of those customers classified as “high-priority.”
On June 5, 2016, ENARGAS issued Resolution No. I/3833/2016, creating the “Supplementary Procedure for Gas Requests, Confirmations and Control.” Pursuant to this resolution, if any gas transportation and distribution company finds that the transportation capacity is not sufficient to supply priority demand customers; such company shall summon an emergency committee composed of company and ENARGAS representatives. This emergency committee determines adjustments to be made to the daily natural gas deliveries to address such shortage, considering the availability of natural gas and the demand of residential consumers and power plants.
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 TGS 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. 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 cancelled 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 October 1, 2018, to March 31, 2019, following the issuance of Resolution No. 265/2018 (the “Resolution 265”):
Between October 1, 2018 and March 31, 2019 | |
| | | | | | | | | | |
| | Reservation Charge(1) (Ps.m3/d) | | | Minimum Charge(2) (Ps.1,000 m3) | | | Compression Fuel and Losses(3) (%) | |
|
| | | | | | | | | | |
| |
| | | | | | | | | | |
| 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 265.
The table below shows our local natural gas firm and interruptible rates by pipeline and zones, in effect from April 1, 2019, to March 31, 2020, following the issuance of Resolution No. 192/2019 (the “Resolution 192”):
Between April 1, 2019 and March 31, 2020 | |
| | | | | | | | | | |
| | Reservation Charge(1) (Ps.m3/d) | | | Minimum Charge(2) (Ps.1,000 m3) | | | Compression Fuel and Losses(3) (%) | |
|
| | | | | | | | | | |
|
| | | | | | | | | | |
| 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 192.
No tariff increases have been received between March 1, 2020 and February 28, 2022. On February 1, 2022, ENARGAS provided us with 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 different governmental agencies on February 18, 2022. Such agreement was ratified by the PEN through Decree No. 91/2022, effective as of February 23, 2022, which provides a transitional tariff increase of 60% as of March 1, 2022 (the “RTT 2022”).
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.
| |
| | | | | | | | | | |
| | Reservation Charge(1) (Ps.m3/d) | | | Minimum Charge(2) (Ps.1,000 m3) | | | Compression Fuel and Losses(3) (%) | |
|
| | | | | | | | | | |
| |
| | | | | | | | | | |
| 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 | |
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 % increase in the CAU on April 1, 2018, and October 1, 2018, respectively. In 2021, we recognized revenues of Ps. 863 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 TGS 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 mandatory public hearings prior to the establishment of natural gas transportation and distribution tariffs, (ii) implement mandatory 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.$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.$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 TGS 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 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 contemplates a non-automatic semiannual adjustment mechanism for the natural gas transportation tariff and the 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.$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 concluded the RTI process and terminated 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 were 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 provided 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 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 provided 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 provided 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.
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”) – later complemented by Resolution N° 751/2019– which deferred the semiannual adjustment corresponding to October 1, 2019, to January 1, 2020. During 2019 and 2020, according to the RTI, 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 date of this Annual Report, we have only received a tariff increase in 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° 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 Executive Branch issued Decree No. 543/2020 extending the effectiveness of the aforementioned Article 5° for an additional term of 180 calendar days, i.e., until December 16, 2020.
The Solidarity Law and subsequent decrees issued by the Executive Branch determined the freezing of our tariff schedule. In this context, and within the framework of Decree 1020, the Executive Branch started a new RTI process and extended the tariff freeze until transitory tariffs are approved.
Decree 1020 established that the term of the renegotiation may not exceed two years from the effective date of said decree, suspending until then the agreements corresponding to the respective RTI in force with the scope determined in each case by the ENARGAS. The renegotiation process will culminate with the subscription of a final agreement on the RTI.
The Decree 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 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.
On April 28, 2021, ENARGAS sent to us a Draft Transitory Agreement 2021 within the framework of the provisions of Decree No. 1020/2020. This project includes:
| • | The non-granting of a transitory tariff increase, remaining without variations in the rate charts approved by Enargas in April 2019. |
| • | Establishes that from May 2021 and until the Agreement is in force of Definitive Renegotiation, ENARGAS will proceed to re-calculate the rates of transport at that time in force with effect from April 1, 2022. |
| • | Does not establish a mandatory investment plan. |
| • | Provides for the prohibition of: (i) distributing dividends and b) paying in advance financial and commercial debts contracted with shareholders, acquire other companies or give credits. |
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 grant a transitory tariff increase in favor of the Company, but the current rate charts in force 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 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 lockdown 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, whereby it 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.
As of the date of this Annual Report, we are holding meetings with ENARGAS since, notwithstanding the 2022 tariff increase, a new tariff recalculation for the 2022 period may be commenced and ENARGAS may consider a new transitory increase and RTI.
On April 14, 2022, the Secretary of Energy called for public hearings to be held on May 10, 11 and 12 in order to address the: (i) the increase in the PIST, (ii) the price of electric energy and (iii) the implementation of the segmentation in the granting of subsidies to the price of energy by the National State to users of natural gas service and electric energy service, for the 2022-2023 biennium.
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 2021 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.
See “Item 4. —Our Information—D. Property, Plant and Equipment—Environmental and Sustainability Policy.”
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. 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 IEASA, completed the construction of two natural gas regasification ports in Bahía Blanca and Escobar, 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 launched a series of projects to promote the exploration and development of new natural gas reserves.
Through Resolution No. 1036/2021, published in the Official Gazette on November 1, 2021, the Secretariat 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 establishes 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 NGL 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:
a) NK pipeline.
b) Construction of the gas pipeline between the cities of Mercedes and Cardales in the Province of Buenos Aires.
c) Expansion of NEUBA II Gas Pipeline: loops and compressor plants.
d) Reversion of the North Gas Pipeline Stages I and II.
e) Expansion of the Central West Gas Pipeline: different sections between the Neuquén and Litoral areas in the Province of Santa Fé.
f) Expansion of the final sections of gas pipelines in AMBA.
Also, the following additional works to be executed in 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 stage it 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 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 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 event that for the execution of 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.
On February 23, 2022 the Energy Secretariat launched the bidding process for the purchase of the necessary pipelines for the construction of this gas pipeline, which will end on March 31, 2022.
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 2021, 2020 and 2019, 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 2021 reached 1,120,146 tons, a decrease of 47,497 tons or 4%, with respect to Liquids production in 2020. During 2021, there were no production restrictions during the winter period. The reduction in volumes produced was mainly due to the reduction in demand for products destined for export.
In 2021, 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 2021:
In response to the COVID pandemic, we have established the “Prevention Committee for Contingency against Coronavirus 2020”, with the purpose of adopting the necessary measures to prevent the health of its collaborators and contractors, as well as to guarantee the processing and dispatch of LPG.
The guards at the Cerri Complex and Puerto Galván were reinforced and different training and prevention activities were carried out to ensure that the dispatch of products by truck or ship was not interrupted by any type of incident related to COVID. All these tasks were coordinated with the corresponding health authorities and in compliance with national, provincial and municipal protocols.
During 2021, as a result of the COVID pandemic, normal activities within the TGS facilities continued to be affected. For this purpose, sanitary bubbles were formed with the personnel, optimizing the necessary resources for the operation, maintenance and dispatch of the product. Entry protocols were applied by measuring temperature, sensitivity and questionnaires, both for the company’s own personnel and contractors. The implementation of weekly meetings for control and follow-up of actions and cases allowed the continuous adjustment of the complex’s operation. The facilities were adapted to the requirements of distance, isolation and good practices recommended by the WHO.
During 2021, 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.
Also, in April 2021, the first maritime export was made directly (without intermediaries) to a Brazilian LPG distributor.
Regarding the export of natural gasoline, after the termination of the term contract with Petrobras Global Trading B.V. operated until January 31, 2021, spot operations were carried out with Trafigura Pte Ltd until May. As of June, tgs operated with Trafigura Pte Ltd under a term agreement, with an extension up to and including March 2022. On March 2022, we signed a new agreegement with Trafigura expiring in February 2023.
Regarding the export of natural gasoline, after the termination of the term contract with Petrobras Global Trading B.V. operated until January 31, 2021, spot operations were carried out with Trafigura Pte Ltd until May. As of June, tgs operated with Trafigura Pte Ltd under a term agreement, with an extension up to and including March 2022.
For additional information regarding Liquids price evolution during the years 2021 and 2020 see” Item 5. A. Operating results.”
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 2021, TGS continued to market LPG through the land mode, dispatching approximately 17,348 trucks (410,029 tons) of own product, compared to approximately 16,543 trucks (379,635 tons) of own product dispatched during 2020.
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 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 63% in 2021, 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 2021, our export revenues from the Liquids Production and Commercialization segment were Ps. 22,952 million and represented 26% of our total net revenues and 41% of our liquids production and commercialization revenues. Additionally, the total volume of sales from Liquids was 1,119,419 tons, and the volume of sales from Liquids exports was 346,105 tons, representing 31% of our total liquids sales volumes.
The annual sales of our Cerri Complex for 2021, 2020 and 2019 in tons were as follows:
| | | | | | | | | | |
Ethane | | | 353,078 | | | | 360,870 | | | | 283,635 | |
Propane | | | 383,085 | | | | 391,636 | | | | 377,864 | |
Butane | | | 267,579 | | | | 270,669 | | | | 260,440 | |
Natural Gasoline | | | | | | | | | | | | |
| Total | | | | | | | | | | | | |
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 sale 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. 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.12,626.
Then on August 25, 2021, the SE 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 assistances 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 Propane for Networks Agreement, which served as a framework for the marketing of the products stipulated therein, has been extended several times. The latest extension will be in force until December 31, 2022.
The Government compensates us for our participation in the Propane for Networks Agreement. Although we have not received this payment in a timely manner, collections improved in 2021, 2020 and 2019. As of December 31, 2021, we had Ps. 1,246 million in receivables against the Government in connection with the Households with Bottles Program and the Propane for Networks Agreement.
International Market
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 Dollar 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.
On May 19, 2020, the Government issued Decree No. 488/2020 (“Decree 488”) pursuant to which, among others, the price per barrel of crude oil in the local market was fixed at U.S.$45 until December 31, 2020, subject to review if the “ICE Brent first line” price exceeds U.S.$45 / bbl during 10 consecutive days, and introduced modifications to the tax regime applicable to domestic consumption of fuel and export withholdings.
During fiscal year ended December 31, 2021, the withholding tax rate reached the maximum amount of 8%, except during the months of January and February.
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 and Sustainability Policy.”
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 UT with 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.$260 million, and may potentially amount to up to U.S.$800 million in case there is a decision to expand and make the plant capacity match the gathering pipeline capacity. The 91 miles gathering pipeline formed by the Northern and Southern Sections will capture and transport the natural gas production of eight hydrocarbon areas within the Vaca Muerta play. The natural gas pipelines have a transportation capacity of 2.2 Bcf/d and the conditioning plant has a capacity of 176.6 MMcf/d in its initial stage.
Additionally, the connection of the plan located in Tratayén to the Central West Gas Pipeline, belonging to TGN’s regulated transportation system, was completed in 2020.
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.
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, TGS has 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.
New Projects
In the last quarter of 2021, our Board of Directors approved two investment projects that will allow us to expand the capacity of the Tratayén Plant:
| - | Installation of two modular gas conditioning plants through Joule Thomson technology, each with a capacity to treat 3.5 MM3/d of natural gas and of a new gasoline stabilizing tower. This project is scheduled for start-up at staggered dates during 2022 and will involve an estimated investment of US$22 million. |
| - | Installation of a conditioning plant with a capacity of 6.6 MM3/d, which will require an estimated investment of US$82 million, with start-up scheduled for mid-2023. |
These projects will increase the capacity to provide services to the Vaca Muerta System, improving the profitability of the investment made by TGS 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).
In line with our mid- and long-term business consolidation strategy, Telcosur signed agreements with new clients and extended or renewed current agreements (Claro – AMX Argentina S.A., Sencinet, British Telecom, Lumen, CenturyLink, Silica Networks Argentina S.A., Pan American Energy S.A., Transener S.A., Total Austral S.A, Techint S.A. / Tecpetrol S.A, SACDE, Oleoductos del Valle S.A., Prosegur S.A.; BLC y Cerro Vanguardia S.A.).
During 2020, Telcosur completed the work it had started in 2019, in which it installed 150 km of high-capacity optical fiber 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.
The U.S.$3 million investment we made allowed us to improve connectivity in the key area of unconventional extraction.
The laying was made parallel to the Vaca Muerta Norte and Vaca Muerta Sur Gas Pipeline, near Añelo in the province of Neuquén, which we finished building in 2020 for a better evacuation of the production of the different areas in production.
The network will expand the possibility of providing point-to-point or point-to-multipoint solutions with constant speed and high capacity, and due to its characteristics with the integration of voice, data, internet and video, it allows cost optimization.
During 2020, Telcosur and Grupo Datco, a regional conglomerate specialized in technology, infrastructure and telecommunications solutions, formed a strategic alliance to expand their operations in the Argentine Patagonia, mainly in the province of Neuquén for the oil and gas industry that is targeting the formation of Vaca Muerta.
The objective of both companies is to enhance their capabilities and generate business synergies in the southern region of the country, allowing them to make profitable the installation of the fiber optic cable mentioned above.
Within the framework of this alliance, the companies agreed on three work axes, namely:
- Cooperation between Telcosur and 0G Networks, a Datco Group company, to incorporate Sigfox technology on the infrastructure of microwave antenna towers deployed in more than 2,858 miles of Patagonia;
- Interconnect the fiber optic networks of both operators, which total more than 1,800 km in Patagonia throughout La Pampa, Chubut, Neuquén, Río Negro, Santa Cruz and Tierra del Fuego, Antarctica and South Atlantic Islands; and
- To carry out a feasibility and investment study for the connection of their networks through Paso Pichachén, a border crossing that links Neuquén with the VIII Region of Biobío (on the Argentine side, the closest town to Paso Pichachén is El Cholar, while on the Chilean side it is Moncol and Antuco).
This agreement affirms Telcosur’s commitment to enhance the development of the world’s second largest hydrocarbon reserve, Vaca Muerta, and lays the foundations for its positioning in the market as a leading telecommunications service provider.
Finally, on August 22, 2020, the Government issued Decree No. 690/2020, which amends Law No. 27,078 - Law on Information and Communication Technologies, and declared mobile and fixed telephone, Internet and cable television as essential public services and strategic, and ordered to suspend any price increase or modification of the same until December 31 2020.
With respect to the telecommunications services provided by Telcosur, during the year 2021, agreements were reached that allowed increasing the capacity sold and consolidating the Company’s operations.
In line with the strategy of consolidating the business in the medium and long term, Telcosur reached agreements with new customers and was able to expand or renew existing agreements.
Additionally, a technological change was made in the fiber optic transmission system in the Cerri - Viedma - Puerto Madryn - Pampa del Castillo section, which allowed an increase of 100 Gb lambda in the network.
| C. | Organizational Structure |
The following is a summary diagram of our subsidiaries (Telcosur, CTG and TGS Latam) and affiliates as of December 31, 2021, 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 9,231 kilometers long, of which 7,685 kilometers 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, 2021, is set out in the table below:
| | | | | | | | Maximum Pressure (pound/inch) | | | | | | Operative Compressor Plants | | | | |
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) | | | | | | Various | | | Various | | | | | | | | | | | | | |
| Total | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 Pipeline to be interconnected with the Neuba II Gas 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.
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 46 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 “—Item 4. —Our information—B. Business Overview—Competition—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 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.$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:
• Milestone 1: on April 30, 2019, we finished the construction of the southern section of the Vaca Muerta pipeline, its connection to the northern Vaca Muerta pipeline and the segment that extends from connection to the project’s conditioning plant (the construction of which is still ongoing) located in the city of Tratayén, Province of Neuquén. In addition, both an early conditioning plant (integrated to the definite conditioning plant) and the plant connection to the Neuba I Gas Pipeline began operations.
• Milestone 2: on November 3, 2019, the northern section of the Vaca Muerta pipeline began operations, connecting the Rincón la Ceniza field with the southern section of the Vaca Muerta pipeline.
• Milestone 3: on December 12, 2019, the northern section of the Vaca Muerta pipeline began operations, extending from the Los Toldos I South field to Rincón la Ceniza, connected with the section previously started. The completion of this section represented the completion of the northern section of the Vaca Muerta pipeline.
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’s regulated transportation system, was completed in 2020. Moreover, in September 2020, we approved a project to expand the plant located in Tratayén. This project was commissioned in September 2021 allowing us to increase the natural gas gathering capacity in the Vaca Muerta area, and thus, increase capacity for 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 2,858 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 600 kilometers, which covers the Puerto Madryn–Pico Truncado route.
In addition, the following networks were installed in 2010, 2011 or 2012: (i) a high capacity fiber optic network of approximately 746 miles, which links Buenos Aires–Bahía Blanca–Neuquén; (ii) a fiber optic network of approximately 800 kilometers, 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 station in South America.
Environmental and Sustainability Policy
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’s 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 to 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 of seals; and |
| • | sewage effluent treatment plant in Plaza Huincul. |
During 2021, we continued working on the systematization of environmental data, allowing traceability. In addition, the SAP EHSM tool allows immediate visualization of the data uploaded by each facility, which also ensures that the data cannot be modified, making the system easily auditable. Each of these data are collected through calculators that allow us to obtain the GRI indicators: water, waste, emissions, effluents and energy.
Changes were implemented in the IT support tools for the SGI, such as the implementation of the SAP EHSM module. It includes the management of Environment parameters (Waste, Emissions, Water Resources, Energy, Raw Materials / Inputs), the management of permits granted by the authorities on this issue and the Registry of Legal Regulations. The latter includes the Legal Regulations applicable to the SGI, the verification of compliance and actions taken on the findings detected in compliance audits legal. At the same time, work has been done on the implementation of improvements in the process and the experience of user with regard to event management, and the development of a sub-module for the registration and monitoring of hours worked and kilometers traveled, both of our own personnel and of contractors. This allows to have more reliable, robust and integrated tools with other tools already used.
Prevention and Control of Impacts on the Environment
We have a database that evaluates all activities that may have a significant impact on the environment or risks to the health and safety of our staff and contractors.
The main environmental factors affecting our operations are related to emissions to the atmosphere (including methane and combustion gases), generation of waste, environmental noise, and archaeological or paleontological findings. To assess the respective risk, all of these factors are evaluated based on the probability of occurrence and the magnitude of the damage that such factor could cause. Those environmental factors have one or more control procedures to guarantee our adequate operation.
In order to produce a planned response and an operational method in the event of an incident, emergency or crisis, we issued a crisis plan and particular emergency plans for each site. These plans take into account the possible impact on the community, the environment and the availability of external support services. In particular, in the Cerri Complex of Bahía Blanca, we participate in the Awareness and Preparedness for Emergencies at Local Level Plan (APPEL Plan), a process of awareness and preparation for emergencies designed by the United Nations, which seeks to provide organized responses in the event of major technological accidents. The objective is to protect the community from human and material losses, as well as to avoid damage to the environment, by preparing a coordinated emergency plan. This program is distinguished from 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 responding 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.
In 2021, three new sanitary effluent treatment plants were added to our facilities. To date, the Bajada de Añelo Plant (Neuquén) is operational, while the Dolavon compressor plant (Chubut) and the Río Neuquén Treatment Plant (Neuquén) are expected to start up in 2022.
Within the framework of waste minimization and in line with our integrated waste management procedure (PSMA310), local options for recycling and/or reuse are sought.
This year, the campaign for the disposal of WEEE (Waste Electrical and Electronic Equipment) from our facilities located in the west, in the municipality of Darwin, Avellaneda district, province of Río Negro, stands out (see image of the Municipality’s campaign, which we joined). The compressor plants that were part of this initiative were: Chelforó, Fortín Uno, Cervantes and Belisle, adding up to more than 700 kg of WEEE properly managed. Similarly, the compressor plant Piedra del Águila (Neuquén) delivered 118 kg of WEEE to the municipality of Piedra del Águila, for its proper disposal.
In 2021 we continued to promote the initiatives of the Zero Garbage Program at the General Cerri Complex. Specifically, we continued working with the replacement of disposable food service disposables in the dining room of the Cerri Complex with reusable steel bowls. Communication was strengthened in this regard, explaining the importance of reducing the consumption of disposable plastics and the internal management circuit of the bowls. For 2022 we will work on the analysis for the extension of the program in all the sectors that receive meals, since this was modified with the COVID pandemic.
Another important point achieved this year was the publication of the new integrated waste management procedure for the Cerri and Galván Complex, incorporating the main concepts of the Zero Waste Program, which arose from the Innovation Strengthening Program (Eureka). It is part of Annex 08 of PSMA310. As part of this update, we are working on the replacement and placement of new signs identifying waste baskets, and also the conditioning of these in separation islands, to facilitate internal management and disposal of waste.
Regarding the submerged flame evaporator, the equipment has been purchased and its installation is scheduled for April 2022. With its start-up, the special liquid wastes that were treated and disposed of outside the Cerri Complex will be eliminated by means of a special treatment plant.
Our purpose is to prevent pollution and preserve the natural resources that surround us and that we use in the Company’s operations. To this end, we work on environmental goals that include:
| • | Reduction of atmospheric emissions by investing in devices (such as the Stoppler tool) that allow us to reduce the amount of natural gas vented by pipeline maintenance. Progress was also made in changing wet seals for dry seals. We continued with the calculation of the Carbon Footprint by process and the design of improvements to reduce GHG emissions. |
| • | Minimization of waste generated at the facilities, both household waste and industrial and hazardous waste. In 70% of the plants we have installed compost bins to treat in situ the organic waste from the plant’s canteen. We generated communication campaigns to raise awareness among our personnel and contractors about proper waste management and the importance of segregation at source. In this sense, we highlight the integral waste minimization program “Zero Garbage” in Cerri Complex and the awareness of the personnel of the Head Office about waste recycling through the presence of the mobile green points of the Government of the City of Buenos Aires. |
| • | Reducing energy consumption and improving energy efficiency, investing in technology that allows us to make efficient use of the resource, improving the existing lighting systems with LED technology in most of the Company’s facilities. |
| • | Treatment of sanitary effluents and promoting their recovery as water for irrigation, focusing on sites with water deficit. |
| • | Efficient management of water resources, taking the necessary measures to promote their care and the need to control the amount of water consumed and discharged, as well as the quality of discharges and water used, and to encourage employees to internalize these practices. |
ENERGY
In 2021 we started working on the incorporation of the GRI302- Energy standard, the first results of which are expected to be obtained during 2022, and then we will work on consolidating the reduction goals. As a novelty, a new boiler called 4001E will be installed at the Cerri Complex, which is considered an improvement in fuel gas consumption.
EMISSIONS
As of this year, we have the Carbon Footprint calculators with the methodology developed by the Intergovernmental Panel on Climate Change (“IPCC”). This puts us at the forefront of our business area in emissions management and allows us to face continuous improvement with an internationally traceable indicator. This will enable us to set long-term goals and objectives and continue to contribute to environmental protection without losing operating efficiency.
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 |
The following Operating and Financial Review and Prospects should be read in conjunction with 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.” 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 2021, 2020 and 2019 relate to the fiscal years ended December 31, 2021, 2020 and 2019, respectively.
We maintain our accounting books and records in pesos. Our Financial Statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 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, 2021, 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, 2021, 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, 2020, 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 and 2019, 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, 2021.
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. Subsequent to the reporting period, there have been changes in the global and Argentinean economy as a consequence of macroeconomic circumstances and the COVID. Thus, it is reasonable that our estimates made at December 31, 2021 could change as the negative consequences over our results of operations and financial condition.
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. |
For additional information regarding our Critical Accounting policies and estimates, see Note 5 to our Financial Statements.
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:
| • | changes in international prices of LPG and natural gasoline (in 2020 their outlook remains precarious principally as a consequence of the uncertainty regarding the effect of the COVID pandemic); |
| • | regulation affecting our liquids business, including Law No. 26,020 (which requires us to meet domestic demand before exporting LPG); |
| • | changes in the input costs related to the liquids production and commercialization segment, including the Gas Charge Resolutions; |
| • | the availability of natural gas and its richness; |
| • | fluctuation in the peso/U.S. dollar exchange rate; |
| • | the tariffs we are permitted to charge in our Natural Gas Transportation business segment; |
| • | local inflation and its impact on costs expressed in pesos; and |
| • | other changes in laws or regulations affecting our operations, including tax matters. |
Sources of revenue
Natural gas transportation
Our Natural Gas Transportation operations derive revenues from the sale of transportation capacity to customers. The applicable rates arise from the tariff tables published by which remained unchanged since April 2019.
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. Production and Commercialization of Liquids.”
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.
Telecommunications
Our telecommunications services 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, 2021, 63% and 27% of our net revenues were attributable to our Liquids Production and Commercialization segment and to our Natural Gas Transportation business, 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.
| | | | | | | | | | |
| WPI (in %) | | | 51.3 | | | | 35.4 | | | | 58.5 | |
| CPI (in %) | | | 50.9 | | | | 36.1 | | | | 53.8 | |
| Devaluation of pesos vs. dollar (in %) | | | 22.1 | | | | 40.5 | | | | 58.9 | |
| Real GDP (pesos of 2004) (% change) | | | 10.3 | | | | (9.9 | ) | | | (2.2 | ) |
| Industrial production (% change) | | | 10.4 | | | | 5.3 | | | | 1.4 | |
| Transportation services tariffs increase | | | - | | | | - | | | | 26.0 | |
Source: INDEC, Banco Nación, Statistical Agencies for the Province of San Luis and the City of Buenos Aires.
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.
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 years’ 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.
Considering the aforementioned index, inflation was 50.9%, 36.1%, and 53.8% in the years ended December 31, 2021, 2020, and 2019, respectively.
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 at December 31, 2021:
| • | 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 27% of our total revenues during the year 2021, 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, because 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.
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.
Since December 31 2019, the accumulated variation of the CPI exceeds the threshold set for the application of the income tax inflation adjustment. For the year 2021, we recorded a loss of Ps. 3,942 million in our Income Tax line item of our Statement of Comprehensive Income regarding the application of the above-mentioned tax inflation adjustment.
Economic situation and outlook
Over the last years, the Argentine scenario has been affected by certain political instability derived from 2019 general elections; increasing financial markets distrust levels, which has been worsened by the pandemic’s negative effects. The Argentine economy was already in a recessive path and the outbreak of the COVID pandemic in March 2020 further deepened and complicated this scenario. The Argentine government, like many other countries, implemented a set of economic measures devised to mitigate the impact on the most vulnerable sectors and uphold economy.
The main 2021 economic variables have undergone strong volatility as a consequence of health and economic events derived from COVID, both within the national and international scope. However, throughout the year, thanks to the vaccination campaign progress, the Argentine Government has taken steps towards flexibilization in circulation and economic activities, managing to both safeguard the sanitary situation and also generate an improvement in economic activity levels.
However, owing to the setbacks mentioned in the paragraph above, the country is still facing difficulties due to lack of access to capital markets, the status of negotiations with the IMF and negative macroeconomic indicators that force the Government to adopt restrictive measures to address current economic and social issues.
In terms of currency exchange, the BCRA continued restricting access to the MULC, with the aim of preserving its reserves and continued with its policy of phased devaluations to avoid dramatic drops in the value of the Argentine peso versus the United States dollar. These measures, along with those adopted by the CNV with respect to bond trading used to get access to foreign currency, transactions known as “cash with settlement”, seek to regulate and preserve the exchange regime in light of the current macroeconomic scenario.
For additional information, see “Item 10. Exchange Controls”.
In spite of the measures implemented at the MULC, the BCRA gross reserves continued under pressure, reaching US$ 39,662 million in December 2021. Net reserves reached US$ 3,200 million in 2021, down from the US$4,000 million recorded at the closing of 2020.
Exchange rate, according to issuances posted by the BNA, continued its rising trend, closing at $ 102.72 per each United States dollar as of December 31, 2021, from $ 84.15 at the closing of 2020 (representing a 22% increase, well below inflation measured by the CPI). Nevertheless, as of December 31, 2021, the gap between United States dollar official and alternative parallel exchange rates was close to 118%.
Meanwhile, CPI in 2021 was 50.9%, versus the 36.1% CPI recorded in 2020. An acceleration dynamics was observed throughout the whole year, in spite of delays in public utilities tariff updates, exchange rate and price policies outlined by the Argentine Government to support consumption and mitigate the loss of purchasing power of the salaries. WPI hit 51.3% in 2021 versus the 35.4% accumulated in 2020.
In spite of the successful result of the debt swap carried out in 2020, BCRA restrictive measures added to global uncertainty have increased the country risk premium paid by the Argentine debt, measured through the Emerging Markets Bonds Index (EMBI+) prepared by JP Morgan, to around 1,688 points as of December 31, 2021, keeping a rising trend throughout the year as a consequence of the current institutional and economic instability.
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 U.S.$2,400 million maturing on May 30, 2021. Pursuant to the terms of such agreement, the Argentine Government will make a partial payment of U.S.$430 million in order to avoid the declaration of default, instead of canceling the entirety of the debt. The aforementioned agreement will expire March 31, 2022, afterwards, the Argentine Government shall negotiate a complete debt restructuring.
In March 2022, the IMF’s executive board approved a 30-month extended fund facility to extend maturities for approximately U.S.$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 the its primary fiscal deficit, weaning off money printing from the central bank and rebuilding reserves, among several objectives.
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 Fernandez administration 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.
Activity levels as of December 2021 had increased by 10.3% compared to the same period in the previous year, reflecting a 2020 severely struck by the COVID pandemic and the restrictive measures adopted by the Government to protect the sanitary system.
COVID pandemic
The COVID pandemic that began in 2020 caused a global collapse in the demand of products and services as a consequence of the measures taken by countries in order to stop the spread of the disease. These measures also affected the supply of products, slowing the economy of European countries, China, and the United States, among others. Furthermore, in March 2020, there have been developments in the oil market that brought a huge degree of uncertainty, collapsing its price and the stock markets.
This fall in the international prices of oil and its derivatives, added to the fragile macroeconomic situation in Argentina, generate uncertainty regarding the productivity and development of natural gas in the country, especially in the Vaca Muerta area. Additionally, the global recession scenario due to the effect of COVID, caused a rapid drop in the price of the main commodities exported by Argentina, which considerably affects the country’s tax collection and its economic activity, generating a high degree of uncertainty regarding its economic development and the possibility of renegotiating its financial indebtedness.
As a response, to slow down the spread of COVID, the Government took a series of measures which, among others, included: (i) a country lockdown, (ii) adoption of public health policies to mitigate the impact of COVID in the population, (iii) the issuance of several economic measures to assist to different sectors affected by the virtual paralysis of the economic activity and (iv) the issuance of measures to reduce the impact on certain type of natural gas consumers. Thus, the energy sector has suffered a sharp decrease in its activity, leading by a significant decrease in its profitability and a deterioration in its chain of payment. Thus, 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 that this situation will continue in time.
Throughout 2021, and with the progress of the vaccination campaign and the reduction in mortality from COVID infections, the Argentine government introduced numerous relaxations that helped to increase economic activity. Nevertheless, due to the political and economic instability described above, the effects of COVID maintained a high level of volatility on the main economic and social variables.
In view of these circumstances, we have continued applying the measures adopted aimed at mitigating its negative effect on our results, financial position and balance sheet and guaranteeing the continuity of our operations. Among them:
| • | adoption of all measures ordered by the government to ensure the health of our employees and the communities where we operate; |
| • | optimization of capital investments and operating and administrative expenses, without affecting the safety and reliability tasks that allow us to operate the pipeline system in accordance with current regulations; |
| • | suspension of works that do not affect the integrity of the natural gas pipeline system; and |
| • | adoption of a comprehensive daily control of cash flow to optimize its use and protect its value. |
With respect to our natural gas transportation segment, although during 2021 the collections from our customers have recovered the usual terms, we continue to provide natural gas transportation services with tariffs that remained unchanged since April 2019 despite the continuous increase in operating costs.
The liquids production and commercialization segment benefited from the increase in the international reference prices of the products we export, during 2021 had an increasing trend throughout the year. In this sense, the recovery of the average prices of propane, butane and natural gasoline were 104%, 89% and 85%, respectively. This significant increase occurred in the context of the recovery of commodity prices in the context of the world economic recovery and the energy problems in Asia and Europe.
At the local level, we continued to fulfill our commitment to supply tons of butane and propane to the government’s assistance programs, for which we received a subsidy as compensation, although with significant delays.
The level of production remained above one million tons, although it decreased slightly with respect to 2020, with no production restrictions during the winter period. The reduction in volumes produced was mainly due to the reduction in demand for products destined for export.
Finally, and with respect to the Other Services segment, it continued to gain importance as we are channeling the needs of natural gas producers in Vaca Muerta and making our investments profitable. In this sense, the implementation of the Gas.Ar Plan, which allowed us to increase the supply of natural gas, gained importance. In this sense, we have concluded investments initiated in 2020 that will allow us to increase our sales revenues.
For additional information, see “Item 4. Our Information. B. Business Overview. Other Services.”
Further, we have seen macro-economic uncertainty with regards to prices and demand for oil, natural gas and NGL products. Energy commodities prices took a major leap up in 2021. In less than six months, NGL went up from its historical minimum prices driven by COVID to its historical maximum price. This is mainly attributable to the world economic recovery and to higher restriction to natural gas in the European countries.
In the financial aspect, during 2021, higher cash generation was leveraged by high international liquids prices and higher midstream services in Vaca Muerta, although partially diminished by lower natural gas transportation operating margins due to the lack of tariff adjustment since April 2019. This operating cash flow 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.
Nevertheless, considering the improvement in the Liquids prices and the natural gas transportation collection by the year-end, and our current financial position and the measures taken above-mentioned, we believe that we have sufficient resources to satisfy our current working capital needs and service our debt in the near term.
Notwithstanding the above-mentioned measures taken by us, the scale and duration of these developments remain uncertain but could impact our earnings, cash flow and financial condition which will depend on the severity of the health emergency and the success of the governmental measures taken and those that will be taken in the future.
At the date of this Annual Report there is uncertainty regarding the impact that these and other measures that the Government could take will have on key macroeconomic variables and particularly on the energy sector.
Commencing in 2021, Russian President Vladimir Putin ordered the Russian military to begin massing thousands of military personnel and equipment near its border with Ukraine and in Crimea, representing the largest mobilization since the illegal annexation of Crimea in 2014. President Putin has initiated troop movements into the eastern portion of Ukraine and continues to threaten an all-out invasion of Ukraine. On February 22, 2022, the United States and several European nations announced sanctions against Russia in response to Russia’s actions. On February 24, 2022, President Putin commenced a full-scale invasion of Russia’s pre-positioned forces into Ukraine, which could have a negative impact on supply chains and the economy and business activity globally. During the first quarter of 2022, due to the conflict between Ucrania and Russia, prices of propane, butane and natural gasoline increased 14%, 25% and 26%, respectively.
While our business continued growing in 2021, 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.”
New accounting pronouncements adopted after January 1, 2021 and pronouncements not yet effective as of December 31, 2021
For more information, see Note 4.
Discussion of Results of Operations for the Years Ended December 31, 2021 and 2020
The following table presents a summary of our consolidated results of operations for the years ended December 31, 2021 and 2020, stated in millions of pesos, and the increase or decrease and percentage of change between the periods presented:
| | | | |
| | | | | | | | | | | | | |
| | | | |
| Revenues | | | 88,976 | | | | 84,333 | | | | 4,643 | | | | 5.5 | |
| Operating costs | | | (38,709 | ) | | | (32,822 | ) | | | (5,887 | ) | | | 17.9 | |
| Depreciation | | | (8,954 | ) | | | (8,786 | ) | | | (168 | ) | | | 1.9 | |
| Costs of sales | | | (47,663 | ) | | | (41,608 | ) | | | (6,055 | ) | | | 14.6 | |
| Gross profit | | | 41,314 | | | | 42,725 | | | | (1,411 | ) | | | (3.3 | ) |
| Administrative and selling expenses | | | (7,359 | ) | | | (7,020 | ) | | | (339 | ) | | | 4.8 | |
| Impairment of PPE | | | - | | | | (4,700 | ) | | | 4,700 | | | | 100 | |
| Other operating results | | | 129 | | | | 151 | | | | (22 | ) | | | (14.6 | ) |
| Operating profit | | | 34,083 | | | | 31,156 | | | | 2,928 | | | | 9.4 | |
| Net financial results | | | (436 | ) | | | (19,580 | ) | | | 19,144 | | | | (97.8 | ) |
| Share of gain from associates | | | 21 | | | | 32 | | | | (11 | ) | | | (34.4 | ) |
| Income tax (expense) | | | (12,737 | ) | | | (6,648 | ) | | | (6,089 | ) | | | 91.6 | |
| Total net income and total comprehensive income | | | 20,931 | | | | 4,960 | | | | 15,971 | | | | 322 | |
Year 2021 Compared to Year 2020
Total comprehensive income
For the year ended December 31, 2021, we reported a total net income and a total comprehensive income of Ps. 20,931 million, which represents a Ps.15,971 million increase compared to the total net income and total comprehensive income of Ps. 4,960 million reported in 2020.
The material factors affecting total comprehensive income were as follows:
| • | Net revenues to third-parties reached Ps. 88,976 million in 2021, which represents a Ps. 4,643 million increase compared to the 2020 fiscal year. This increase was mainly due to the growth in the Liquids Production and Commercialization and Other Services business segments revenues of Ps. 14,076 million and Ps. 1,538 million, respectively. |
| • | Cost of sales, including depreciation of fixed assets, reached Ps. 47,663 million in 2021, which represents a Ps. 6,055 million increase compared to the 2020 fiscal year. This increase was mainly due to: i) the growth in the cost of natural gas processed in the Cerri Complex (mainly due an increase in price, measured in constant Argentine pesos) by Ps. 4,434 million, ii) the growth in expenses for repairs and maintenance of PPE and in their depreciation by Ps. 1,185 million. |
| • | Administrative and selling expenses were Ps. 7,359 million in 2021, which represents a Ps. 339 million increase compared to the 2020 fiscal year. This increase was mainly due to higher tax on export of Ps. 940 million and depreciation of Ps. 310 million. These effects were partially offset, principally, by a decrease in turnover tax of Ps. 283 million, Ps. 210 million of the allowance for doubtful accounts and Ps. 154 million in salaries. |
During 2021, subsidies increased by Ps. 1,655 million, this mainly driven by the increase in international prices and the lack of updating of the prices paid in the local market. For more information see Item 4 Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization.”
| • | During 2020, we recorded an impairment of Ps. 4,700 million on our Natural Gas Transportation segment fixed assets as a consequence of the impairment test discussed in “-Critical accounting policies” section above. |
| • | During 2020, we recorded a financial loss of Ps. 12,078 million generated by trading financial instruments to acquire foreign currency abroad. |
Cost of sales for the years ended on December 31, 2021 and 2020, represented 53.6% and 49.3%, respectively, of net revenues reported in the corresponding year.
Administrative and selling expenses for the years ended on December 31, 2021 and 2020, represented 8.3%, 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, 2021 and 2020.”
Share of profit from associates
For the year ended December 31, 20211, we recorded a profit from our investment in associates of Ps.21 million, compared to the profit of Ps.32 million recorded in 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”). 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, 2021 and 2020, are as follows:
| | | | |
| | | | | | | |
| | | (in millions of pesos) | |
| Financial income | | | | | | |
| Interest income | | | 792 | | | | 825 | |
| Foreign exchange gain | | | 6,080 | | | | 7,500 | |
| Subtotal | | | 6,872 | | | | 8,325 | |
| Financial expenses | | | | | | | | |
| Interest expense | | | (4,468 | ) | | | (5,069 | ) |
| Foreign exchange loss | | | (12,444 | ) | | | (22,394 | ) |
| Subtotal | | | (16,912 | ) | | | (27,463 | ) |
| Other financial results | | | | | | | | |
| Notes repurchase results | | | (414 | ) | | | 603 | |
| Fair value (loss) / gain on financial instruments through profit and loss | | | 1,191 | | | | (10,967 | ) |
| Derivative financial instruments results | | | (81 | ) | | | 679 | |
| Other financial charges | | | (493 | ) | | | (540 | ) |
| Subtotal | | | 203 | | | | (10,226 | ) |
| Gain on monetary position | | | 9,400 | | | | 9,784 | |
| Total | | | (436 | ) | | | (19,580 | ) |
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 2021, the net financial loss decreased by Ps. 19,144 million compared to the 2020 fiscal year. This variation is mainly explained by the gain recognized 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 and interest generated by financial liabilities in real terms. These effects were partially offset by the loss generated in Fiscal Year 2021 from the repurchase of corporate bonds and the result of derivative financial instruments, when in 2020 we recorded a gain for such concepts.
Income tax
Income tax for fiscal year 2021 was an expense of Ps. 12,737 million, compared to the expense of Ps. 6,648 million in fiscal year 2020.
The higher charge for income tax was mainly due to the increase in the applicable rate after the sanction of “Law No. 27,630: Modifies the income tax law” which, among other issues, introduces a modification in the rate 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 $50 million pesos; and a last segment of 35% for accumulated net profits greater than $50 million pesos. Effect that was partially offset by the recognition of the specific tax loss recorded by the Company.Analysis of Operating Profit by Business Segment for the Years Ended December 31, 2021 and 2020
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 2021 and 2020:
| | | | | | | |
| | | Year ended December 31, | | | Year ended December 31, 2021 compared to year ended December 31, 2020 | |
| | | 2021 | | | 2020 | | | | | | Percentage | |
| | Variation | | | Change | |
| | | (in millions of pesos) | | | | |
Natural Gas Transportation(1) | | | | | | | | | | | | |
| Revenues from sales | | | 24,503 | | | | 36,749 | | | | (12,245 | ) | | | (33.3 | ) |
| Cost of sales | | | (15,606 | ) | | | (15,000 | ) | | | (606 | ) | | | 4.0 | |
| Gross profit | | | 8,897 | | | | 21,749 | | | | (12,851 | ) | | | (59.1 | ) |
| Administrative and selling expenses | | | (3,683 | ) | | | (4,078 | ) | | | 395 | | | | (9.7 | ) |
| Impairment of PPE | | | - | | | | (4,700 | ) | | | 4,700 | | | | n/a | |
| Other operating expense | | | (204 | ) | | | (67 | ) | | | (137 | ) | | | 204.5 | |
| Operating profit | | | 5,011 | | | | 12,904 | | | | (7,893 | ) | | | (61.2 | ) |
| | | | | | | | | | | | | | | | | |
| Liquids Production and Commercialization | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 55,731 | | | | 41,655 | | | | 14,076 | | | | 33.8 | |
| Cost of sales | | | (28,892 | ) | | | (23,899 | ) | | | (4,993 | ) | | | 20.9 | |
| Gross profit | | | 26,838 | | | | 17,756 | | | | 9,083 | | | | 51.2 | |
| Administrative and selling expenses | | | (2,851 | ) | | | (2,158 | ) | | | (693 | ) | | | 32.1 | |
| Other operating income | | | 322 | | | | 211 | | | | 111 | | | | 52.6 | |
| Operating profit | | | 24,309 | | | | 15,809 | | | | 8,500 | | | | 53.8 | |
| | | | | | | | | | | | | | | | | |
| Other Services | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 8,284 | | | | 6,588 | | | | 1,697 | | | | 25.8 | |
| Cost of sales | | | (3,745 | ) | | | (3,562 | ) | | | (183 | ) | | | 5.1 | |
| Gross profit | | | 4,540 | | | | 3,026 | | | | 1,514 | | | | 50.0 | |
| Administrative and selling expenses | | | (758 | ) | | | (715 | ) | | | (42 | ) | | | 5.9 | |
| Other operating (expense) / income | | | 10 | | | | 4 | | | | 7 | | | | 175.0 | |
| Operating profit | | | 3,792 | | | | 2,314 | | | | 1,478 | | | | 63.9 | |
| | | | | | | | | | | | | | | | | |
| Telecommunications | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 458 | | | | 617 | | | | (159 | ) | | | (25.8 | ) |
| Cost of sales | | | (320 | ) | | | (422 | ) | | | 102 | | | | (24.2 | ) |
| Gross profit | | | 138 | | | | 195 | | | | (57 | ) | | | (29.2 | ) |
| Administrative and selling expenses | | | (68 | ) | | | (68 | ) | | | 1 | | | | (1.5 | ) |
| Other operating expense | | | - | | | | 2 | | | | (2 | ) | | | (100. | ) |
| Operating profit | | | 71 | | | | 129 | | | | (58 | ) | | | (45.0 | ) |
| (1) | Includes of intersegment revenues of Ps. 900 million and Ps. 1,274 million for the fiscal years 2021 and 2020, respectively. |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 27.5% and 42.1% of our total revenues during the years 2021 and 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 2021, the Natural Gas Transportation business segment recorded an operating profit of Ps.5,011 million, compared to a Ps.12,904 million profit recorded in 2020. The main factors that affected the results of operations of this segment compared to 2020 are the following:
| • | Revenues from the Natural Gas Transportation business segment decreased by Ps.12,245 million for the year 2021 compared to 2020; |
| • | During 2021, we did not receive any tariff increase while annual inflation was 50.9%. The last tariff increase we received was in April 2019. During 2021, and within the framework of the Solidarity Law, our tariffs were frozen until the Government concludes the RTI or grants us a transitory tariff increase; |
| • | Revenues related to natural gas firm transportation contracts for the year ended December 31, 2021, decreased by Ps.8,887 million for the year 2021 compared to 2020, as we have not received any tariff increase since April 2019, while the cumulative inflation rate for the Year 2021 was 50,9%. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of Transportation Rates-Actual Rates” for additional information; |
| • | Revenues related to interruptible natural gas transportation service decreased by Ps. 1,678 million for the year 2021 compared to 2020. The decrease mainly resulted from the lack of tariff increase discussed above, partially offset by higher volumes dispatched; |
| • | Revenues relating to the CAU decreased by Ps.405 million for the year 2021 compared to 2020 primarily as a result of of the same tariff effect. The value of the CAU is much lower than the transportation tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU; |
| • | Costs of sales and administrative and selling expenses for the year ended December 31, 2021 increased by Ps. 211 million, from Ps. 19,078 million to Ps. 19,289 million, as compared to the year ended December 31, 2020. This increase was mainly attributable to higher PPE maintenance expenses of Ps. 965 million, as during 2021 we performed more repairs after the lockdowns and thought measures took in 2020 due to COVID, and Ps. 220 million of depreciation of PPE. These effects were partially offset, principally, by lower: (i) third-party services of Ps. 582 million, (ii) salaries of Ps. 228 million and (iii) taxes of Ps. 207 million; and |
| • | Other operating expenses increased by Ps. 137 million for the year 2021 compared to 2020, primarily as a result of higher provision for contingencies. |
As of the date of issuance of this Annual Report, the Government has not issued the necessary resolutions to carry out the RTI process according to the Solidarity Law, but we have received a 60% transitory tariff increase effective since March 1, 2022.
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 62.6% and 49.4% of our total net revenues during the years ended December 31, 2021 and 2020, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and 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 2021 and 2020, all of our sales were made for our own account.
All ethane produced by our Liquids segment in the years ended December 31, 2021 and 2020 was sold locally to PBB.
Our ethane sales for the years 2021 and 2020 represented 24.6% and 33.7% of our Liquids Production and Commercialization net revenues.
In 2021, we sold 55.1% of our production of LPG in the local market to LPG marketers, compared to 61.3% in 2020, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 2021 and 2020 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 2021 and 2020 in tons were as follows:
| | | | | | Year ended December 31, 2021 compared to year ended December 31, 2020 | |
| | | | | | | |
| | | | | | | | | | | | | |
| Local Market | | | | | | | | | | | | |
| Ethane | | | 353,078 | | | | 360,870 | | | | (7,792 | ) | | | (2.2 | ) |
| Propane | | | 238,284 | | | | 225,739 | | | | 12,545 | | | | 5.6 | |
| Butane | | | | | | | | | | | | | | | | |
| Subtotal | | | 773,314 | | | | 766,666 | | | | 6,648 | | | | 0.9 | |
| | | | | | | | | | | | | | | | | |
| Exports | | | | | | | | | | | | | | | | |
| Propane | | | 144,801 | | | | 165,897 | | | | (21,096 | ) | | | 12.7 | |
| Butane | | | 85,627 | | | | 90,612 | | | | (4,985 | ) | | | (5.5 | ) |
| Natural Gasoline | | | | | | | | | | | | | | | | |
| Subtotal | | | | | | | | | | | | | | | | |
| Total Liquids | | | | | | | | | | | | | | | | |
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, 2021 and 2020, the total accrued exports withholding amounted to Ps.1,576 million and Ps.635 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 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 sale price from selling LPG bottles the above-mentioned agreements.
Butane and propane prices commercialized under the Households with Bottles Program are determined by the SHR, the Hydrocarbon Resources Secretariat, which in 2018 issued Resolution No. 5/2018 increasing, from April 1, 2018, 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 (at values determined by the above-mentioned resolution). The compensation paid to us remained without modification at Ps.550 per ton of butane.
Afterwards, on January 28, 2019, the Secretariat of Energy issued Resolution No. 15/2019, which modifies the price at which products supplied to the Household with Bottles Program are commercialized. As from February 1, 2019 prices went up to Ps.9,154 and Ps.9,042 per ton of butane and propane, respectively, whereas the compensation received from the Government was eliminated.
Subsequently, on May 10, 2019, the Undersecretary of Hydrocarbons and Fuels issued Provision No. 34/2019 that modifies the price for which the products under the Households with Bottles Program are marketed to Ps.9,327 and Ps.9,213 for propane and butane, respectively. On July 1, 2019, Provision No. 104/2019 was issued, which modified prices as of July 1, 2019, to Ps.9,895 and Ps.9,656 for propane and butane, 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 per tone. 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.12,626 per tone.
Subsequently, on August 25, 2021, the SE issued Resolution No. 809/2021, which establishes a Temporary Economic Assistance aimed at operators in the LPG industry (producers, fractionators, and distributors). The Transitory Economic Assistance provides for the recognition of 20% on the invoicing of the sale of LPG destined for the Home Program for the period August to December 2021, subsequently extended until March 31, 2022.
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 2021, we signed the eighteenth extension by which the methodology for determining the price and volumes until December 31, 2021 was established. Regarding the 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 2021 the Liquids Production and Commercialization business segment recorded operating profit of Ps.24,309 million, compared to Ps.15,809 million in 2020. The main factors that affected the results of operations for this segment compared to 2020 were the following:
| • | Segment revenue increased by Ps.14,076 million for the year 2021 compared to 2020. This increase was due to a Ps.17,125 million increases in prices. This effect was partially offset by the decrease in the volumes shipped by Ps.1,824 million and the exchange rate on U.S. dollar-denominated sales of Ps.2,822 million. |
| • | In 2021 propane, butane and natural gasoline average export prices recorded increases of 104%, 89% and 85%, respectively, compared to 2020. |
| • | During 2021, the production of Liquids reached 1,119,419 tons (25,953 tons or 2.3% less than in 2020). |
| • | It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments; |
| • | Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on this segment, resulting, under some circumstances, in a negative operating margin on domestic sales of LPG; |
| • | Costs of sales, administrative and selling expenses for the year ended December 31, 2021, increased by Ps. 5,686 million, to Ps. 31,743 million from Ps. 26,057 million, as compared to the year ended December 31, 2020. This increase was mainly due to higher: (i) cost of natural gas purchased as RTP of Ps. 4,064 million (principally as a consequence of the increase in the price of the natural gas), (ii) taxes of Ps. 958 million (especially tax on exports), (iii) third-party services of Ps. 405 million and (iv) maintenance expenses of PPE by Ps. 256 million. These effects were partially offset by lower doubtful accounts charges of Ps. 214 million; and |
| • | Other operating expenses increased by Ps. 111 million. |
In 2021, export revenues from the Liquids Production and Commercialization segment were Ps.22,952 million and accounted for 25.8% (17.1% in 2020) of total net sales and 41.2% (34.5% in 2020) of total Liquids Production and Commercialization revenues.
In 2021, we exported 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 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, after the termination of the term contract with Petrobras Global Trading B.V. traded until January 31, 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 2022 inclusive.
In March 2022, we signed a new agreement with Trafigura to export natural gasoline. This agreement will expired in February 2023 and includes similar conditions as the previous one.
On April 22, 2022, through resolution 270, the price of butane sold under the Plan Hogar was increased to Ps. 15,142 per ton effective as of April 1, 2022
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 an increase of approximately 41% with respect to 2020 The price increase experienced is related to the implementation of the plan Gas.Ar, 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 Plan Gas.Ar plan 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.
According to the 2 auctions carried out within the framework of the same, an increase in the PIST 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 natural 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 2021, the Other Services business segment recorded an operating profit of Ps.3,792 million, which represents a Ps.1,478 million increase compared to Ps.2,314 million in 2020. The main factors that affected the results of operations of this segment during 2021 are the following:
| • | Net revenues increased by Ps. 1,478 million primarily due to: (i) higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 1,699 million, and (ii) midstream services. These effects were partially offset by lower operation and maintenance services rendered by Ps. 156 million and the effect of the decrease in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 425 million. |
| • | Costs of sales, administrative and selling expenses increased by Ps. 225 million, mainly due to the increase in depreciations of Ps. 55 million, the increase in materials by Ps. 151 million, and the increase in turnover tax by Ps. 85 million This effect was partially offset by higher salaries, wages and other compensations by Ps. 67 million. |
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, in the last quarter of 2021 TGS approved two investment projects to expand the capacity of the Tratayén plant:
Installation of two modular natural 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 project contemplates phased start-up dates throughout the year 2022 and will involve an estimated investment of US$ 22 million.
Installation of a 6.6 MM3/d capacity conditioning plant, which will require an estimated investment of US$ 82 million, with startup date foreseen for mid-2023.
These projects will expand the Vaca Muerta service rendering capacity, improving the profitability of the investment conducted by us and ensuring and guaranteeing the safety of the evacuation of producers’ gas volumes.
The mentioned 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 NK 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.
For that reason, we are still in talks with different basins producers to be able to seize business opportunities that allow us to increase our service and clients portfolio.
Telecommunications
Telecommunication services are rendered by our subsidiary, Telcosur. During 2021, the Telecommunications business segment recorded an operating profit of Ps.71 million, compared to a profit of Ps.129 million in 2020. The main factors that affected the results of operations of this segment during 2021 are the following:
| • | Net revenues decreased by Ps.159 million in the year ended December 31, 2021, when compared to 2020. |
| • | Costs of sales, administrative and selling expenses decreased by Ps.103 million in the year ended December 31, 2021, when compared to 2020. |
Year 2020 Compared to Year 2019
| | | | |
| | | | | | | | | | | | | |
| | | | |
| Revenues | | | 84,333 | | | | 99,791 | | | | (15,458 | ) | | | 15.5 | |
| Operating costs | | | (32,822 | ) | | | (42,815 | ) | | | 9,993 | | | | 23.3 | |
| Depreciation | | | (8,786 | ) | | | (7,274 | ) | | | (1,512 | ) | | | 20.8 | |
| Costs of sales | | | (41,608 | ) | | | (50,089 | ) | | | (8,481 | ) | | | (16.9 | ) |
| Gross profit | | | 42,725 | | | | 49,702 | | | | (6,977 | ) | | | (14.0 | ) |
| Administrative and selling expenses | | | (7,020 | ) | | | (8,836 | ) | | | 1,816 | | | | (20.6 | ) |
| Impairment of PPE | | | (4,700 | ) | | | - | | | | (4,700 | ) | | | n/a | |
| Other operating results | | | 151 | | | | (263 | ) | | | 414 | | | | n/a | |
| Operating profit | | | 31,156 | | | | 40,603 | | | | (9,447 | ) | | | (23.3 | ) |
| Net financial results | | | (19,580 | ) | | | (5,955 | ) | | | (13,625 | ) | | | 228.8 | |
| Share of gain from associates | | | 32 | | | | (64 | ) | | | 96 | | | | n/a | |
| Income tax (expense) | | | (6,648 | ) | | | (8,270 | ) | | | 1,622 | | | | (19.6 | ) |
| Total net income and total comprehensive income | | | 4,960 | | | | 26,314 | | | | 21,354 | | | | (81.1 | ) |
Total comprehensive income
For the year ended December 31, 2020, we reported a total net income and a total comprehensive income of Ps. 4,960 million, which represents a Ps. 21,354 million decrease compared to the total net income and total comprehensive income of Ps. 26,314 million reported in 2019.
The material factors affecting total comprehensive income were as follows:
| • | Net revenues to third-parties reached Ps. 84,333 million in 2020, which represents a Ps. 15,458 million decrease compared to the 2019 fiscal year. This decrease was mainly due to the reduction in the Natural Gas Transportation and Liquids Production and Commercialization business segments revenues of Ps. 11,010 million and Ps. 5,893 million, respectively. |
| • | Cost of sales, including depreciation of fixed assets, reached Ps. 41,608 million in 2020, which represents a Ps. 8,481 million decrease compared to the 2019 fiscal year. This decrease was mainly due to: (i) lower price of natural gas purchased as RTP (partially offset by higher volumes purchased) totaling Ps. 6,379 million, (ii) the reduction in maintenance cost and third paraprofessional services fees as a consequence of the measures took to mitigate the COVID negative impact of Ps. 3,088 million and (iii) lower labor cost of Ps. 309 million. These effects were partially offset by higher depreciations of Ps. 1,512 million after the commissioning of the Vaca Muerta pipe infrastructure. |
| • | Administrative and selling expenses were Ps. 7,020 million in 2020, which represents a Ps.1,816 million decrease compared to the 2019 fiscal year. This decrease was mainly due to lower tax on export of Ps. 1,097 million and turnover ta of Ps. 648 million. |
| • | During 2020, we recorded an impairment of Ps. 4,700 million on our Natural Gas Transportation segment fixed assets as a consequence of the impairment test discussed in “-Critical accounting policies” section above. |
| • | During 2020, we recorded a financial loss of Ps. 12,081 million generated by trading financial instruments to acquire foreign currency abroad. |
Cost of sales for the years ended on December 31, 2020 and 2019, represented 49.3% and 50.2%, respectively, of net revenues reported in the corresponding year.
Administrative and selling expenses for the years ended on December 31, 2020 and 2019, represented 8.3% and 8.9%, respectively, of net revenues reported in the corresponding year.
See. “—Analysis of Operating Profit by Business Segment for the years ended December 31, 2020 and 2019.”
Share of profit from associates
For the year ended December 31, 2020, we recorded a profit from our investment in associates of Ps. 32 million, compared to the loss of Ps. 65 million recorded in 2019.
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, 2020 and 2019, are as follows:
| | | | |
| | | | | | | |
| | | (in millions of pesos) | |
| Financial income | | | | | | |
| Interest income | | | 825 | | | | 1,479 | |
| Foreign exchange gain | | | 7,500 | | | | 16,060 | |
| Subtotal | | | 8,325 | | | | 17,539 | |
| Financial expenses | | | | | | | | |
| Interest expense | | | (5,069 | ) | | | (5,157 | ) |
| Foreign exchange loss | | | (22,394 | ) | | | (32,132 | ) |
| Capitalized financial expenses | | | - | | | | 917 | |
| Subtotal | | | (27,463 | ) | | | (36,372 | ) |
| Other financial results | | | | | | | | |
| Notes repurchase results | | | 603 | | | | - | |
| Fair value (loss) / gain on financial instruments through profit and loss | | | (10,967 | ) | | | 1,114 | |
| Derivative financial instruments results | | | 679 | | | | (39 | ) |
| Other financial charges | | | (540 | ) | | | (842 | ) |
| Subtotal | | | (10,225 | ) | | | 233 | |
| Gain on monetary position | | | 9,784 | | | | 12,645 | |
| Total | | | (19,580 | ) | | | (5,955 | ) |
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, the net financial loss increased by Ps.13,625 million compared to the 2019 fiscal year. This variation is mainly explained by the loss generated by trading financial instruments of Ps. 12,081 million to acquire foreign currency abroad, and the lower gain on monetary position of Ps. 2,862 million due to the increase in the net monetary liability position and the lower capitalization of financial costs in PPE of Ps. 917 million. These effects were partially offset by a lower negative net exchange difference of Ps. 1,177 million as a result of the lower depreciation of the Argentine peso against the U.S. dollar in Fiscal 2020 compared to Fiscal 2019.
Income tax
Income tax for fiscal year 2020 was an expense of Ps. 6,648 million, compared to the expense of Ps. 8,270 million in fiscal year 2019.
The decrease in the income tax expense was due mainly to a reduction in the pre-tax income.
Analysis of Operating Profit by Business Segment for the Years Ended December 31, 2020 and 2019
The following table sets forth revenues and operating income for each of our business segments for the years ended December 31, 2020 and 2019:
| | | | | | | |
| | | Year ended December 31, | | | Year ended December 31, 2020 compared to year ended December 31, 2019 | |
| | | 2020 | | | 2019 | | | | | | Percentage | |
| | Variation | | | Change | |
| Natural Gas Transportation | | | | | | | | | | | | |
| Revenues from sales | | | 36,749 | | | | 47,749 | | | | (11,000 | ) | | | (23.0 | %) |
| Cost of sales | | | (15,000 | ) | | | (17,811 | ) | | | 2,811 | | | | (15.8 | %) |
| Gross profit | | | 21,749 | | | | 29,938 | | | | (8,189 | ) | | | (27.4 | %) |
| Administrative and selling expenses | | | (4,078 | ) | | | (4,906 | ) | | | 828 | | | | (16.9 | %) |
| Impairment of PPE | | | (4,700 | ) | | | - | | | | (4,700 | ) | | | n/a | |
| Other operating expense | | | (67 | ) | | | (281 | ) | | | 214 | | | | (76.3 | %) |
| Operating profit | | | 12,904 | | | | 24,751 | | | | (11,847 | ) | | | (47.9 | %) |
| | | | | | | | | | | | | | | | | |
| Liquids Production and Commercialization | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 41,655 | | | | 47,547 | | | | (5,892 | ) | | | (12.4 | %) |
| Cost of sales | | | (23,899 | ) | | | (30,128 | ) | | | 6,229 | | | | (20.7 | %) |
| Gross profit | | | 17,756 | | | | 17,419 | | | | 337 | | | | 1.9 | % |
| Administrative and selling expenses | | | (2,158 | ) | | | (3,153 | ) | | | 995 | | | | (31.6 | %) |
| Other operating income | | | 211 | | | | 6 | | | | 205 | | | | n/a | |
| Operating profit | | | 15,809 | | | | 14,272 | | | | 1,537 | | | | 10.8 | % |
| | | | | | | | | | | | | | | | | |
| Other services | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 6,588 | | | | 5,192 | | | | 1,396 | | | | 26.9 | % |
| Cost of sales | | | (3,562 | ) | | | (3,132 | ) | | | (430 | ) | | | 13.7 | % |
| Gross profit | | | 3,026 | | | | 2,060 | | | | 966 | | | | 46.9 | % |
| Administrative and selling expenses | | | (715 | ) | | | (669 | ) | | | (46 | ) | | | 7.0 | % |
| Other operating (expense) / income | | | 4 | | | | 8 | | | | (4 | ) | | | (50.0 | %) |
| Operating profit | | | 2,314 | | | | 1,399 | | | | 916 | | | | 65.5 | % |
| | | | | | | | | | | | | | | | | |
| Telecommunications | | | | | | | | | | | | | | | | |
| Revenues from sales | | | 617 | | | | 568 | | | | 49 | | | | 8.6 | % |
| Cost of sales | | | (422 | ) | | | (284 | ) | | | (138 | ) | | | 48.6 | % |
| Gross profit | | | 195 | | | | 284 | | | | (89 | ) | | | (31.3 | %) |
| Administrative and selling expenses | | | (68 | ) | | | (109 | ) | | | 41 | | | | (37.6 | %) |
| Other operating expense | | | 2 | | | | 6 | | | | (4 | ) | | | n/a | |
| Operating profit | | | 129 | | | | 181 | | | | (52 | ) | | | (28.7 | %) |
| (1) | Includes of intersegment revenues of Ps. 1,274 million and Ps.1,266 million for the fiscal years 2020 and 2019, respectively. |
Regulated Natural Gas Transportation Segment
The Natural Gas Transportation business segment represented 42.1% and 46.6% of our total revenues during the years 2020 and 2019, 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, the Natural Gas Transportation business segment recorded an operating profit of Ps. 12,904 million, compared to a Ps.24,751 million profit recorded in 2019. The main factors that affected the results of operations of this segment compared to 2019 are the following:
| • | Revenues from the Natural Gas Transportation business segment decreased by Ps.11,000 million for the year 2020 compared to 2019; |
| • | During 2020, we did not receive any tariff increase while annual inflation was 36.1%. The last tariff increase we received was in April 2019. During 2020, and within the framework of the Solidarity Law, our tariffs were frozen until the Government concludes the RTI or grants us a transitory tariff increase; |
| • | Revenues related to natural gas firm transportation contracts for the year ended December 31, 2020, decreased by Ps.9,251 million for the year 2020 compared to 2019, as we have not received any tariff increase since April 2019, while the cumulative inflation rate for the Year 2020 was 36.1%. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Regulatory Framework—Regulation of Transportation Rates-Actual Rates” for additional information; |
| • | Revenues related to interruptible natural gas transportation service decreased by Ps. 1,309 million for the year 2020 compared to 2019. The decrease mainly resulted from the lack of tariff increase discussed above, partially offset by higher volumes dispatched; |
| • | Revenues relating to the CAU decreased by Ps.450 million for the year 2020 compared to 2019 primarily as a result of the same tariff effect. The value of the CAU is much lower than the transportation tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU; |
| • | Costs of sales and administrative and selling expenses for the year ended December 31, 2020 decreased by Ps. 3,639 million, from Ps. 22,717 million to Ps. 19,078 million, as compared to the year ended December 31, 2019. This decrease was mainly attributable to impact of the measures taken to mitigate the negative impact of the COVID on our operations: (i) ordinary maintenance expenses for the pipelines and other fixed assets by Ps. 2,202 million, (ii) lower technical assistance fee accrued of Ps. 705 million, (iii) lower taxes of Ps. 528 million as the reduction in our revenues, and (iv) the reduction in labor costs of Ps. 549 million. These effects were partially offset by the increase in depreciations amounting to Ps. 726 million; |
| • | At December 31, 2020, in accordance with IAS 36, we recognized an impairment on our Natural Gas Transportation fixed assets of Ps. 4,700 million. For additional information see “-Critical accounting policies” section above; and |
| • | Other operating expenses decreased by Ps.214 million for the year 2020 compared to 2019, primarily as a result of positive impact of the collections received from the insurance company, partially offset by higher provision for contingencies. |
As of the date of issuance of this Annual Report, the Government has not issued the necessary resolutions to carry out the RTI process according to the Solidarity Law.
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% and 47.6% of our total net revenues during the years ended December 31, 2020 and 2019, respectively. Liquids Production and Commercialization activities are conducted at the Cerri Complex, which is located near Bahía Blanca and 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 2020 and 2019, all of our sales were made for our own account.
All ethane produced by our Liquids segment in the years ended December 31, 2020 and 2019 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 2020 and 2019 represented 33.7% and 27.4% of our Liquids Production and Commercialization net revenues.
In 2020, we sold 61.3% of our production of LPG in the local market to LPG marketers, compared to 56.1% in 2019, with the remainder exported to LPG traders. In addition, all natural gasoline produced during 2020 and 2019 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 2020 and 2019 in short tons were as follows:
| | | | | | Year ended December 31, 2020 compared to year ended December 31, 2019 | |
| | | | | | | |
| | | | | | | | | | | | | |
| Local Market | | | | | | | | | | | | |
| Ethane | | | 360,870 | | | | 283,635 | | | | 77,235 | | | | 27.2 | |
| Propane | | | 225,739 | | | | 212,397 | | | | 13,342 | | | | 6.3 | |
| Butane | | | | | | | | | | | | | | | | |
| Subtotal | | | 766,666 | | | | 641,545 | | �� | | 125,121 | | | | 19.5 | |
| | | | | | | | | | | | | | | | | |
| Exports | | | | | | | | | | | | | | | | |
| Propane | | | 165,897 | | | | 165,467 | | | | 430 | | | | 0.3 | |
| Butane | | | 90,612 | | | | 114,927 | | | | (24,315 | ) | | | (21.2 | ) |
| Natural Gasoline | | | | | | | | | | | | | | | | |
| Subtotal | | | | | | | | | | | | | | | | |
| Total Liquids | | | | | | | | | | | | | | | | |
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, 2020 and 2019, the total accrued exports withholding amounted to Ps.635 million and Ps. 1,733 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 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 sale price from selling LPG bottles the above-mentioned agreements.
Butane and propane prices commercialized under the Households with Bottles Program are determined by the SHR, the Hydrocarbon Resources Secretariat, which in 2018 issued Resolution No. 5/2018 increasing, from April 1, 2018, 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.
Afterwards, on January 28, 2019, the Secretariat of Energy issued Resolution No. 15/2019, which modifies the price at which products supplied to the Household with Bottles Program are commercialized. As from February 1, 2019 prices went up to Ps.9,154 and Ps.9,042 per ton of butane and propane, respectively, whereas the compensation received from the Government was eliminated.
Subsequently, on May 10, 2019, the Undersecretary of Hydrocarbons and Fuels issued Provision No. 34/2019 that modifies the price for which the products under the Households with Bottles Program are marketed to Ps.9,327 and Ps.9,213 for propane and butane, respectively. On July 1, 2019, Provision No. 104/2019 was issued, which modified prices as of July 1, 2019, to Ps 9,895 and Ps.9,656 per tone of propane and butane, respectively.
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, we signed the seventeenth extension by which the methodology for determining the price and volumes until December 31, 2020 was established. As of the date of this Annual Report this program has not been extended.
See “Item 4. Our Information—B. Business Overview—Liquids Production and Commercialization—Regulation—International Market.” for additional information.
During 2020 the Liquids Production and Commercialization business segment recorded operating profit of Ps. 15,809 million, compared to Ps. 14,272 million in 2019. The main factors that affected the results of operations for this segment compared to 2019 were the following:
| • | Segment revenue decreased by Ps. 5,892 million for the year 2020 compared to 2019. This decrease was due to a Ps. 9,337 million decrease in prices as a result of the effects resulting from the COVID pandemic. This effect was partially offset by the increase in the volumes shipped by Ps. 3,374 million and the exchange rate on U.S. dollar-denominated sales of Ps. 1,159 million.; |
| • | In 2020 propane, butane and natural gasoline average export prices recorded decreases of 14.6%, 15.8% and 31.1%, respectively, compared to 2019. The decrease in international reference prices occurred mainly during the first semester of the year as a result of COVID and the disagreement among OPEC members. During the second semester of the year, and specifically during the last quarter, prices shown an important recovery; |
| • | During 2020, the production of Liquids reached 1,145,372 tons (104,979 tons or 10.1% less than in 2019). This was mainly due to the increase in ethane deliveries after in July 2019 PBB was prevented from taking product due to the incident that occurred in its plant. Likewise, there was an increase in the tons of butane and propane sold in the local market due to the supply plans established by the Government. These effects were partially offset by lower quantities of butane exported. |
| • | It should be noted that there were no production restrictions during the winter period, as a result of a greater supply of local gas due to non-conventional gas developments; |
| • | Notwithstanding the changes made to the Households with Bottles Program to supply butane to the domestic market described above, our obligations under this program continues to have an adverse impact on this segment, resulting, under some circumstances, in a negative operating margin on domestic sales of LPG; |
| • | Costs of sales, administrative and selling expenses for the year ended December 31, 2020, decreased by Ps. 7,224 million, to Ps. 26,057 million from Ps. 33,281 million, as compared to the year ended December 31, 2019. This decrease was mainly due to lower: (i) cost of natural gas purchased as RTP of Ps. 6,373 million, (ii) taxes of Ps. 1,155 million (especially tax on exports due to the reduction of established by Resolution 488). These effects were partially offset by higher technical assistance fees and doubtful accounts charges; |
| • | Other operating expenses increased by Ps.205 million mainly resulting from the recovery of insurance company. |
In 2020, export revenues from the Liquids Production and Commercialization segment were Ps.14,387 million and accounted for 17.1% (18.8% in 2019) of total net sales and 34.5% (39.5% in 2019) of total Liquids Production and Commercialization revenues.
In 2020, we export 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, 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 natural gasoline exports, in 2018, we entered into an agreement with Petrobras Global Trading S.V., which latest renewal is in effect for the period between February 1, 2019 and January 31, 2021.
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 decrease of approximately 38% with respect to 2019 principally as a consequence of the increase in the supply of available natural gas.
Although the Plan Gas.Ar plan 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.
According to the 2 auctions carried out within the framework of the same, an increase in the PIST 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 natural 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 2020, the other services business segment recorded an operating profit of Ps. 2,314 million, which represents a Ps. 916 million increase compared to Ps. 1,399 million in 2019. The main factors that affected the results of operations of this segment during 2020 are the following:
| • | Net revenues increased by Ps. 1,396 million primarily due to higher sales revenues corresponding to natural gas transportation and conditioning services in Vaca Muerta for Ps. 2,353 million and the effect of the increase in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 140 million. These effects were partially offset by lower construction services of the UT by Ps. 279 million and natural gas compression and treatment services rendered by Ps. 732 million. |
| • | Costs of sales, administrative and selling expenses increased by Ps. 476 million, mainly due to the increase in depreciations of Ps. 909 million. This effect was partially offset by lower technical assistance fees. |
Telecommunications
Telecommunication services are rendered by our subsidiary, Telcosur. During 2020, the Telecommunications business segment recorded an operating profit of Ps. 129 million, compared to a profit of Ps. 181 million in 2019. The main factors that affected the results of operations of this segment during 2020 are the following:
| • | Net revenues increased by Ps. 49 million in the year ended December 31, 2020, when compared to 2019. |
| • | Costs of sales, administrative and selling expenses increased by Ps. 97 million in the year ended December 31, 2020, when compared to 2019. |
B. Liquidity and Capital Resources
Our primary sources of liquidity have been cash flows from operating activities, cash flows from the proceeds of the sale of our temporary investments, and cash flows from loans. In response to the limited availability of financing for Argentine companies, we closely monitor our liquidity levels in order to ensure compliance with our financial obligations and to achieve our objectives. 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 capital expenditures, and the COVID effect during 2021 discussed elsewhere herein. Along these lines, and as a guiding principle, financial solvency is our main objective.
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.
We currently do not have any off-balance sheet arrangements or significant transactions with unconsolidated entities not reflected in our Financial Statements. All of our interests in and/or relationships with our subsidiaries are recorded 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, (v) operating cost increases given inflation and (vi) the full extent and duration of COVID pandemic and its impact on any of the foregoing and on our operations and financial situation.
During 2021, 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.
In 2021, we have pursued the diversification of our investments portfolio. To that end, we acquired public and private bonds linked to the US dollar and to CER (BCRA’s index: Stabilization Reference Coefficient) to mitigate the exchange rate risk on our liabilities in United States dollars and the impact of inflation on availabilities denominated in Argentine pesos. Besides, through several transactions, we acquired 2018 Bonds for a nominal value of 4,830,000, for which we invested Ps. 534 million.
Lastly, to mitigate any exchange rate risk on the payment of our bonds' interests, in late 2021 we entered into derivative financial instruments for a nominal value of U.S.$10 million, expiring on February 25, 2022. As of the date of the issuance of the present Annual Report, said instruments have been renewed.
The performance of the Natural Gas Transportation segment was marked by the lack of tariff updates, the last of which was received in April 2019, which in the framework of the Solidarity Law and its complementary rules provided for a tariff freeze and the renegotiation of the RTI.
During 2021, 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—Competition—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 Marketing business segment, due to the high prices of commodities, we were able to maintain a positive cash flow.
On December 17, 2015, the Macri administration issued certain measures that involved the relaxation of foreign exchange controls in force over the last four years. Such measures were reversed beginning in August 2019. For additional information, see “Item 10. Additional information—D. Exchange Controls.”
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 22.1% during 2021, from Ps.84.15 to Ps.102.72. As of December 31, 2021, 73%, or U.S.$284 million, of our fund placements were denominated in U.S. dollars, to mitigate such risk. During the period ended on December 31, 2021, sales revenues denominated in U.S. dollars amounted to 63%.
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, 2021, 2020 and 2019 are shown in the table below:
| | | | |
| | | | | | | | | | |
| | | (in millions of pesos) | |
Cash and cash equivalents at the beginning of the year | | | 7,024 | | | | 20,067 | | | | 52,617 | |
Cash flows provided by operating activities | | | 30,301 | | | | 43,039 | | | | 27,739 | |
Cash flows used in investing activities | | | (30,284 | ) | | | (45,415 | ) | | | (34,202 | ) |
Cash flows (used in ) / provided by financing activities | | | (959 | ) | | | (7,660 | ) | | | (23,259 | ) |
Net (decrease) / increase in cash and cash equivalents | | | (942 | ) | | | (10,036 | ) | | | (29,721 | ) |
Foreign exchange gains on cash and cash equivalents | | | 323 | | | | 1,148 | | | | 7,646 | |
Monetary results effect on Cash and cash equivalents | | | | | | | | | | | | |
| Cash and cash equivalents at the end of the year | | | | | | | | | | | | |
Cash Flows Provided by Operating Activities
The cash flow generated by operating activities for the year ended December 31, 2021, decreased by Ps. 12,739 million, primarily resulting from higher income tax payments by Ps. 2,531 million, lower collections received from derivative financial instruments by Ps. 1,036 million and the decrease in the working capital.
The cash flow generated by operating activities for the year ended December 31, 2020, increased by Ps. 15,300 million, primarily resulting from lower income tax payments by Ps. 8,269 million, higher collections received from derivative financial instruments by Ps.954 million and lower cash advances to suppliers.
Cash Flows Used in Investing Activities
The cash flow used in investment activities for the year ended December 31, 2021, decreased by Ps.15,131 million, mainly driven by lower acquisitions of financial assets not considered cash and cash equivalents by Ps.12,870 million and by lower funds related to capital expenditures allocated to the midstream business in Vaca Muerta.”
The cash flow used in investment activities for the year ended December 31, 2020, increased by Ps. 11,213 million, mainly driven by higher acquisitions of financial assets not considered cash and cash equivalents by Ps.33,688 million. This effect was partially offset by lower funds allocated to the acquisition of capital expenditures following the completion of works related to the midstream business in Vaca Muerta and as a consequence of the impact of COVID by Ps.21,011 million.
Cash Flows (Used in) / Provided by Financing Activities
The cash flow used in financing activities for the year ended December 31, 2021, decreased by Ps. 6,701 million, primarily resulting from lower repurchase of notes and the cancellation of financial debt.
The cash flow used in financing activities for the year ended December 31, 2020, decreased by Ps. 15,599 million, primarily resulting from lower dividend payments by Ps. 20,058 million. This effect was partially offset by the repurchase of notes by Ps. 1,217 million, and the cancellation of financial debt by Ps. 2,044 million, when in Fiscal 2019 we recorded a net financial borrowing.
Description of Indebtedness
As of December 31, 2021, 100% of our total indebtedness was entirely denominated in U.S. dollars. The following table shows our total indebtedness as of 2021, 2020 and 2019:
| | | | | | | | | | |
| | | (in millions of U.S. dollars) (2) | | | (in millions of pesos) | |
| Current loans: | | | | | | | | | |
| 2018 Notes Interest | | | 5 | | | | 552 | | | | 689 | |
| Leasing | | | | | | | | | | | | |
| Total current loans | | | 11 | | | | 1,181 | | | | 1,414 | |
| Non-current loans: | | | | | | | | | | | | |
| 2018 Notes | | | 477 | | | | 49,005 | | | | 61,161 | |
| Leasing | | | 23 | | | | 2,394 | | | | 3,642 | |
| Total non-current loans | | | | | | | | | | | | |
Total loans(1) | | | | | | | | | | | | |
| (1) | Issuance expenses net. |
| (2) | Converted at the exchange rate of Ps.102.72 per U.S.$1.00, which was the selling exchange rate as of December 31, 2021. |
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.$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.$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 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.$1.2 billion.
On May 2, 2018, within the framework of the 2017 short- and medium-term negotiable obligations program approved by the CNV, we issued the 2018 Notes with the following characteristics:
| Amount in U.S.$ | 500,000,000 |
| Interest Rate | 6,75% annual |
| Pricing | 99,725% |
| | |
| Percentage on the Principal Amount to be Paid
|
Amortization
| May 2, 2025 |
| 100%
|
| Frequency of Interest Payment | Semi-annual, payable on May 2 and November 2 of each year. |
Guarantor
| None. |
|
|
The proceeds obtained from the 2018 Notes were used to: (i) repurchase the 2014 Notes for an amount equivalent to U.S.$86,511,165; (ii) cancel and totally redeem the 2014 Notes for U.S.$120,786,581; and (iii) the remaining balance to make capital investments.
As of December 31, 2021 the principal amount of outstanding 2018 Notes was U.S.$ 500 million. During 2021 and 2020, the Company repurchased its marketable debt for a nominal value of USD 4.8 million and USD 17.6 million for which it paid Ps. 959 million and Ps. 2,276 million, respectively. This transaction generated a result of (Ps. 414 million) and Ps. 603 million recognized in the financial results of the Statement of 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.
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 and 2019, we did not enter into any derivative instruments to hedge the foreign exchange risk.
Future Capital Requirements
At December 31, 2021, our estimated material short-term and long-term contractual cash obligations consist of our borrowings, purchases of natural gas used in our Liquids Production and Commercialization business segment, lease commitments and are detailed by maturity in Note 22 to our Financial Statements.
For the years of 2022 and 2023, our Board of Directors has approved a capital expenditure program in an amount of U.S.$79 million and U.S.$37 million, which will be mainly focused in our invesments in Vaca Muerta área. For additional information see “Item 5. Operating and Financial Review and Prospects. A. Operating Results. Discussion of Results of Operations for the Years Ended December 31, 2021 and 2020. Other services.”
Operation of our assets imply that we must incur in capital works to comply with the safety and maintenance of our natural gas pipeline system and other facilities of our business segments.
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.
Our level of investments will depend on a variety of factors, many of which are beyond our control. Among them we can mention changes in current regulations, including the status of negotiations with ENARGAS in order to conclude the RTI process, the development of the Vaca Muerta area and the increase in natural gas supply, changes in tax legislation, and the political, economic and social situation prevailing in Argentina.
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 37% of our consolidated revenues were peso-denominated for the fiscal year ended December 31, 2021. 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, 2021. Likewise, 81% of the operating costs of this business segment for that period were denominated in U.S. dollars. For more information, see “Presentation of Financial and Other 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 2021, 2020 and 2019 fiscal years, we have maintained a net liability monetary position
Derivative Financial Instruments
Our Board of Directors has approved the terms for acquiring derivative financial instruments in order to hedge risks associated with the fluctuation of interest and exchange rates of our debt.
As a consequence of our liquidity and our strategy to focus our investments in U.S. dollar denominated financial instruments, during 2021, 2020 and 2019 we did not enter into any derivative instrument agreement to hedge foreign exchange risk.
On July 23, 2018, we entered into an agreement with a recognized financial institution to hedge export prices for propane, butane and natural gasoline (put contracts), in order to offset potential losses that could arise if export prices fall below break-even prices (those that balance costs). This agreement was valid between May 2019 and April 2021, according to the following monthly short tons:
| | | | | | | | | |
| October 2018 – April 2019 | | | 6,045 | | | | 4,506 | | | | 2,700 | |
| May 2019 – September 2019 | | | - | | | | - | | | | 4,100 | |
| October 20219 | | | 9,068 | | | | 7,010 | | | | 4,200 | |
| November 2019 – April 2020 | | | 13,098 | | | | 10,014 | | | | 6,000 | |
In order to arrange such operation, we paid a premium of U.S.$3 million, which was classified as a financial asset measured at fair value through profit or loss, being recorded under the “Derivative financial instruments” caption.
We do not enter into derivative financial instrument agreements for speculative purposes.
We do not believe that we are exposed to significant interest rate risk because the interest rates on our all of debt obligations are fixed.
| C. | Research and Development, Patents and Licenses, etc. |
Not applicable.
See “—A. Operating Results” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal and Regulatory Proceedings.”
| 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 Bylaws 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 Bylaws 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. Our Board of Directors’ meetings may be held by video or telephone conference.
Current Board of Directors members were designated at the 2022 Shareholders’ Meeting. All the member of our Board of Directors were appointed until the shareholders’ meeting that considers the financial statements as of December 31, 2022.
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 bylaws 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’ meeting or by the Statutory Committee, as the case may be, when authorized by the 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 Bylaws 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 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 Bylaws 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’ 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:
| a) | Is also a member of the management body of the controlling entity or another company belonging to the same economic group by a relationship existing at the time of its election or that ceased during the three years immediately preceding. |
| b) | Is linked to the issuer or its shareholders that hold directly or indirectly “significant shareholding” or with companies in which these also have direct or indirectly “significant shareholding,” or was linked to them by a contract of employment during the last three years. |
| c) | Provides, or belongs to a professional corporation or association, which renders professional services to or receives any form of remuneration or fees (other than the corresponding remuneration for its position in the administration body) from the issuer, or those shareholders that have any direct or indirect “significant shareholding” in us or from corporations in which shareholders also have any direct or indirect “significant shareholding.” |
| d) | Directly or indirectly, holds five percent or more of shares entitled to vote of our capital or in a company which holds “significant shareholding” in the latter. |
| e) | Directly or indirectly, sells or provides goods or services to the company or its shareholders, who hold direct or indirect “significant shareholding” for an amount substantially higher than the compensation received from the position as members of the administration body. This prohibition covers commercial relations that took place during the last three years prior to the appointment as director. |
| f) | Has been a director, manager, administrator or principal executive of non-governmental organizations that have received funds, for amounts exceeding Ps. 800,000 from the company, its controlling entity and other companies of the group of which TGS is a part. |
| g) | Receives some payment, including participation in stock option plans, from the company or the companies in its same group, other than the fees to be received under his position as director. |
| h) | Has served as director at the company, its controlling entity or another company belonging to the same economic group for more than ten years. The condition of independent director will be recovered after at least three years have elapsed since the cessation of his position as director. |
| i) | Is a husband or wife, legal partner, close relative up to third degree of consanguinity or second degree of relationship that, in the case of being a member of the administrative body, would not be independent as set forth in the CNV regulations. |
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:
| | | | | | | | Position in Other Company |
Horacio Jorge Tomás Turri | | 7/13/2020 | | 2023 | | Chairman | | Executive director oil and gas at Pampa Energía |
Luis Alberto Fallo
| | 4/21/2020 | | 2023 | | Vice Chairman | | Director of Sagua Argentina S.A. |
Pablo Viñals Blake | | 4/21/2020 | | 2023 | | Director | | Partner at Marval O’Farrell Mairal Law Firm |
María Carolina Sigwald | | 8/21/2020 | | 2023 | | Director | | Legal Executive director at Pampa Enegía |
Luis Rodolfo Secco | | 4/21/2020 | | 2023 | | Independent Director | | Economist |
Carlos Alberto Olivieri | | 4/21/2020 | | 2023 | | Independent Director | | Independent Consultant |
Carlos Alberto Di Brico | | 4/21/2020 | | 2023 | | Independent Director | | Public Accountant |
Federico Jose Basualdo Richards | | 4/21/2020 | | 2023 | | Independent Director | | Comptroller at Ente Nacional Regulador de la Electricidad (“ENRE”) |
Soledad Marisol Tolone | | 4/5/2022 | | 2023 | | Independent Director | | Advisor to the Executive Sub-Directorate of Operations at the FGS-ANSES |
Jorge Romualdo Sampietro | | 4/21/2020 | | 2023 | | Alternate Director | | Senior Director at Petroquímica Cuyo |
Gerardo Paz
| | 4/5/2022 | | 2023 | | Alternate Director | | Pampa Energía’s legal affairs vice president |
Francisco Antonio Macías | | 4/21/2020 | | 2023 | | Alternate Director | | Partner at Marval O’Farrell Mairal Law Firm |
| Name | | Date of Appointment | | Term Expires | | Position |
| Position in Other Company |
María Agustina Montes | | 4/5/2022 | | 2023 | | Alternate Director |
| Legal affairs and compliance manager at Pampa Energía |
Enrique Llerena | | 4/21/2020 | | 2023 | | Independent Alternate Director |
| Partner at Llerena – Amadeo Law Firm |
Santiago Alberto Fumo | | 4/21/2020 | | 2023 | | Independent Alternate Director |
| Independent consultant |
Martin Irineo Skubic | | 8/21/2020 | | 2023 | | Independent Alternate Director |
| Manager of Alliances and New Business Development Latam South at Elli Lilly Interamerica |
Nicolás Agustín Nuñez | | 4/5/2022 | | 2023 | | Independent Alternate Director |
| Lawyer in the FGS-ANSES |
Alejo Sorrentino
| | 4/5/2022 | | 2023 | | Independent Alternate Director |
| Financial Responsible in the FGS - ANSES |
Horacio Jorge Tomás Turri is currently Executive Director of oil and gas 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 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.
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 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 Energia, 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.
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. 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 CIESA, TGSLatam Energía, CITELEC, CT Barragán, Pampa Cogeneración, Plásticos de Zárate, Transba S.A. and President of Greenwind. Ms. Sigwald holds a law degree with honors from University of Buenos Aires.
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.
Federico Jose Basualdo Richards holds degrees in Sociology from the Universidad de Buenos Aires. From November 2020 he has served as Undersecretary of Energy Electricity of the Secretariat of Energy of the Ministry of Economy, previously he was comptroller at the ENRE (the national regulation energy body) and investigator in FLACSO.
Soledad Marisol Tolone holds a Law degree specialized in private law from the Universidad de Buenos Aires. She served in different position in the public administration. From November 2020 she has served as in the FGS-ANSES until March 2022 when she was designed as Advisor to the Executive Sub-Directorate of Operations. She was born on July 7, 1981.
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.
Gerardo Carlos Paz was born on October 24, 1968. Mr. Paz obtained a law degree from Universidad Nacional de Córdoba. He has worked at several places such as ENRE from 1994 to 2000, Camuzzi Gas Pampeana from 2001 to 2007 and Pampa Energía S.A. since 2007. Mr. Paz holds a Master’s degree in business law. Mr. Paz serves as Vice Chairman of PACOSA and Transelec. He is also director of HIDISA, HINISA, TJSM and TMB and alternate director of CPB, CIESA and Transba. Mr. Paz is also a member of the supervisory committee of CAMMESA.
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.
María Agustina Montes since June 2011 has served as Pampa Energía’s legal affairs and compliance manager. Previously she acted as legal counsel in Clearly, Gottlieb Steen & Hamilton LLP and Brochou, Fernández Madero & Lombardi. She obtained a Law degree from de Universidad de Buenos Aires.
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 at 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.
Alejo Sorrentino has an economic degree from Universidad de Buenos Aires and master in finance from Universidad Torcuato Di Tella. Since September 2020 que acted as financial strategy in the FGS-ANSES. He also acts as Natury BAN director. He was born on January 19, 1995.
Executive Committee. In order to achieve more streamlined management of the Company, the 2017 Shareholders’ Meeting approved the amendment of our Bylaws 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 5, 2022. Horacio Jorge Tomás Turri, Luis Alberto Fallo, 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, 2022.
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:
|
| |
| |
Oscar Jose Sardi
|
| 2019 |
| CEO |
Claudia Trichilo
|
| 2019 |
| Operations Director |
Carlos Hector Sidero
|
| 2013 |
| Human Resources Director |
Alejandro Mario Basso
|
| 2016 |
| CFO and Services Director |
| Hernan Diego Flores Gomez |
| 2017 |
| Legal Affairs Director |
| Juan Ignacio de Urraza |
| 2020 |
| Business Director |
Rubén De Muria
|
| 2018 |
| Institutional and Regulatory Affairs Director |
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 TGS 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 Vice President of 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 TGS 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, 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.
The remuneration paid by us during the year 2021 to the members of our Board of Directors and executive officers amounted to Ps.59 million and Ps.152 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.
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 Charter of Procedure, which was approved in its meeting held in 2013 in accordance with the requirements of the Capital Markets Law. The charter 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 5, 2022 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:
| • | 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 offer if by withdrawing the public offering we would cease to be a public company or our stock cease to be traded (Act No. 26,381, article 98); and |
| • | issue a report supporting a Board of Directors’ resolution to buy back our shares (Act No. 26,381, article 64). |
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, 2021 to the members of the Audit Committee was Ps.20.4 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 Bylaws provide for a Statutory Committee consisting of three syndics and three alternate members (“Alternate Syndics”). In accordance with our 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’ 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 Bylaws 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 Bylaws and the shareholders’ resolutions, and without prejudice to the role of external auditors, reporting to the shareholders at the general 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’ meetings when deemed necessary and general 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, 2021 to the members of the Statutory Committee was Ps.10 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 2022 Shareholders’ Meeting, the year when each member was initially appointed and the year when their term expires:
| | | | | | |
| Pablo Fabián Waisberg | | 8/21/2020 | | 2023 | | Syndic |
| José Daniel Abelovich | | 4/21/2020 | | 2023 | | Syndic |
| María Valeria Fortti | | 4/21/2020 | | 2023 | | Syndic |
| Fernando Pedro Tetamanti | | 8/21/2020 | | 2023 | | Alternate Syndic |
Marcelo Héctor Fuxman
| | 4/21/2020 | | 2023 | | Alternate Syndic |
Sandra Auditore
| | 4/21/2020 | | 2023 | | Alternate Syndic |
The present principal occupations and employment history of our syndics are set forth below:
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.
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.
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.
Sandra Auditore obtained a degree in Accounting from the Universidad de Buenos Aires. Since 1995, she has been a trustee in the Argentine National Auditing Commission. She was born on November 3, 1967.
Compensation Committee
We do not have a compensation committee. Compensation decisions are made by our senior management.
Corporate Governance Practices; NYSE Requirements
See “Item 16G. Corporate Governance.”
The following table sets out the number of employees per department as of December 31, 2021, 2020 and 2019:
| | | Number of Employees as of December 31, | |
| | | | | | | | | |
General
| | | 2 | | | | 2 | | | | 3 | |
| Administration, Finance and Services | | | 118 | | | | 113 | | | | 106 | |
Human Resources
| | | 27 | | | | 24 | | | | 23 | |
Legal Affairs
| | | 11 | | | | 11 | | | | 10 | |
Public and Regulatory Affairs
| | | 11 | | | | 11 | | | | 10 | |
Safety and Environmental
| | | 31 | | | | 30 | | | | 29 | |
Business
| | | 76 | | | | 73 | | | | 76 | |
Internal Audit
| | | 4 | | | | 4 | | | | 4 | |
Operations
| | | 822 | | | | 791 | | | | 786 | |
Trainees program
| | | | | | | | | | | | |
Total
| | | | | | | | | | | | |
The following table sets out the number of employees according to geographical location as of December 31, 2021, 2020 and 2019:
| | Number of Employees as of December 31, | |
| | | | | | | | | |
City of Buenos Aires
| | | 289 | | | | 281 | | | | 245 | |
Province of Buenos Aires
| | | 455 | | | | 414 | | | | 448 | |
Province of Chubut
| | | 59 | | | | 62 | | | | 64 | |
Province of La Pampa
| | | 13 | | | | 14 | | | | 14 | |
Province of Neuquén
| | | 138 | | | | 134 | | | | 133 | |
Province of Río Negro
| | | 59 | | | | 61 | | | | 60 | |
Province of Santa Cruz
| | | 92 | | | | 91 | | | | 94 | |
Province of Tierra del Fuego
| | | 3 | | | | 2 | | | | 2 | |
Total
| | | | | | | | | | | | |
As of December 31, 2021, 2018 and 2019, the number of temporary employees working for us was 47, 39 and 58, 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 2021, we signed agreements for the period of April 1, 2022 to March 31, 2023. This is a consequence of the fact that TGS 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, 2021 – March 31, 2022, but the status of this negotiation remains uncertain.
As of December 31, 2021, 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.
As of December 31, 2021, the following members of our board of directors and our senior management had an ownership interest in our Class B shares of: Carlos Olivieri (0.001%) and Oscar Sardi (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.
| Item 7. | Major Shareholders and Related Party Transactions |
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, 2022:
| Name of Beneficial Owner | | | | | Percent of Total Common Shares | | | | |
CIESA
| | | 405,192,594 | | | | 51.00 | % | | | | A |
FGS
| | | 190,685,633 | | | | 24.00 | % | | | | B |
Holders through BYMA
| | | 62,257,144 | | | | 7.84 | % | | | | B |
Treasury shares
| | | 41,734,225 | | | | 5.25 | % | | | | B |
ADRs through Citi
| | | 94,625,687 | (1) | | | 11.91 | % | | | | B |
Total
| | | 794,495,283 | | | | 100.00 | % | | | -- | |
| (1) | Equivalent to 21,040,200 ADRs. |
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 Pampa Energía, which holds 50% of CIESA’s common stock, and 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 2014 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’ 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 grant 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:
| | | | | | | | | | |
|
| Pampa Energía | | | 63,881,869 | | | | B1 | | | | 50 | % | Pampa Group |
|
| | | 1 | | | | A1 | | | |
| |
|
|
| | | 162,898,767 | | | | A2 | | | |
| |
|
|
| | | 92,628,711 | | | | B2 | | | |
| |
|
|
| | | | | | | | | | | 10 | % |
|
|
| GIP | | | 89,594,322 | | | | A1 | | | |
|
|
|
|
| | | 50,945,792 | | | | B1 | | | | 22 | % | GIP/PCT Group |
|
| PCT | | | 73,304,444 | | | | A1 | | | |
|
|
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| | | 41,682,920 | | | | B1 | | | | 18
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As reported in “Item 4. Our Information—A. Our History and Development— Controlling shareholders,” the control of CIESA / TGS is divided into two groups, on the one hand Pampa Energía, 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.$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 open market. Since then, our Board of Directors has approved new share repurchase programs. For additional information of such programs, please see “Item 16E. Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers.” As of December 31, 2021, we had 41,734,225 treasury shares, representing 5.25% of the total share capital. The acquisition cost of the same in the market amounted to Ps. 5,608 million (together with the trading premium on treasury stock of Ps.1,627 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; |
| • | compression and treatment of natural gas services. On November 1, 2016, Pampa Energía assigned the operation of the Río Neuquén area and its related contracts to YPF. Until that date, our transactions under those contracts were reported as transactions with related parties of our Other Services business segment. |
| • | The board of directors approved the formation of the UT together with SACDE. The corporate purpose of the UT is to assembly of pipes for the construction of the project of “Expansion of the Natural Gas Transportation and Distribution System” in the province of Santa Fé, called through National Public Bid No. 452-0004-LPU17 by the former MINEM (the “Work”). |
| • | On October 27, 2017, TGS - SACDE UT executed the corresponding work contract with the former MINEM. UT will continue to exists until its purpose has been fulfilled, that is, once the work involved in the Work and until the end of the warranty period, set at 18 months from the provisional receipt. |
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 nine years and 11 months we will pay Pampa Energía a monthly fee of U.S.$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. 2,428 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, 2021, are as follows:
| Revenues | | | Costs | | | Financial results | |
| | Natural Gas Transportation | | | Production and commercialization of Liquids | | | | | | | | | Compensation for technical assistance | | | Revenues for administrative services | | | Commercialization expenses | | | | | | Interest income / fair value results | |
| | | (in thousands of pesos) | | | | | | | |
| Controlling shareholder: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CIESA
| | | - | | | | - | | | | - | | | | - | | | | - | | | | 142 | | | | - | | | | - | | | | |
| Company which exercises joint control on the controlling shareholder: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pampa Energía
| | | 855,551 | | | | 2,564,882 | | | | 1,214,347 | | | | 2,889,311 | | | | 2,181,985 | | | | - | | | | - | | | | 291,753 | | | | |
tgs' associates with significant influence: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Link
| | | - | | | | - | | | | 27,744 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | |
| Other related companies: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Oleoductos del Valle S.A. | | | 26,460 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | |
| Pampa Comercializadora S.A. | | | 148,753 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | |
| CT Barragan | | | - | | | | - | | | | 13,686 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 248,511 | |
Transener S.A.
| | | - | | | | - | | | | 360 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | |
Fundación tgs
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Total
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As of December 31, 2021, tgs has a balance of Ps. 713 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.
For additional information regarding revenues, costs, and outstanding balances relating to transactions with related parties as of and for the year ended December 31, 2021, 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.
Exports
For additional information regarding our exports, see “Item 4. Our Information—B. Business Overview—Competition—Liquids Production and Commercialization.”
Legal and Regulatory Proceedings
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.
Tax Claims
| a) | Turnover tax calculated on the natural gas price consumed by us as fuel |
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, 2021 and 2020, we recorded a provision of Ps. 1,135 million and Ps. 1,154 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.
| b) | Action for annulment of ENARGAS Resolutions |
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 Secretariat 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 July 1, 2021.
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 May 14, 2021, TGS was notified of the judgement 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 defend his position on the substantive question raised and, for that reason, he appealed the ruling of the Chamber in Administrative Litigation.
On June 4, 2021, tgs filed an extraordinary federal appeal against the sentence of the Chamber, which was answered by ENARGAS and the Government 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 ruling obtained in the first instance, the existence of favorable precedents issued by the Supreme Court with respect to other processors of natural gas and the granting of the extraordinary appeal that will result in 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 the obtention of a favorable resolution to their interests on the substantive issue. Therefore, no provision has been made for the eventual liability for the increase in the charge to finance the importation of natural gas applicable to natural gas consumptions related to the processing activity at the Cerri Complex for the period between the date of obtaining the precautionary measure and April 1, 2016, the effective date of Resolution No. 28/2016.
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 Resolutions.
Regarding the last extension of the precautionary measure, expired on July 1, 2021, tgs has not required a new extension, by virtue of the premature procedural stage in which the appeal against the Court judgment is found.
Given the complex procedural instance, the nature of charge 2067, the background presented in this and other legal cases initiated against charge 2067, as of the date of issuance of these Interim Condensed Consolidated Financial Statements, it is not possible to make a definitive quantification of the amount that should be paid by tgs in case of not obtaining a favorable ruling from the Supreme Court, while an eventual demand for payment in the current circumstances may be challenged and questioned by tgs in the framework of the corresponding administrative and judicial instances, where the amount of the charge that tgs may eventually be required to pay may be debated.
| c) | Recovery action of VAT and income tax |
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, we were able to bill the tariff increase to our clients as long as ENARGAS published the new tariffs schedule and set the methodology to bill retroactively. Ultimately, this administrative act did not become effective and therefore in September 2010, we filed an acción de amparo (a summary proceeding to guarantee constitutional rights). Due to 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 recognition of the tariff increase revenue and to reverse the receivable of the tariff increase revenue already accrued in the year ended December 31, 2009. The reversal of the tariff increase does not imply any waiver of our rights resulting from Decree No. 1,918/09.
On May 24, 2013, we filed a tax recovery appeal with respect to the income tax and VAT credits generated by the reversal of the tariff increase credit mentioned above. 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 Court 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).
On May 7, 2019, the National Court of Appeals for Federal Administrative Disputes made the appeal filed by us 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 denied as to the arbitrariness of judgment - and then complaint appeal.
On August 5, 2021, the Supreme Court confirmed the ruling of Chamber I of the Federal Contentious-Administrative Chamber in favor of TGS, which is final.
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.
| d) | Turnover tax withholding in the Province of Buenos Aires |
Collections Agency of Buenos Aires (Agencia de Recaudación de la Provincia de Buenos Aires or the “ARBA”) claimed a total of Ps.4.9 million (without fine or interest) for our alleged omissions as withholding and collection agent of the turnover tax corresponding to the period July 2009 - June 2011. We submitted to ARBA various elements of evidence that support our claim of reducing the amount claimed substantially. As of the date of this Annual Report, the Tax Court has not resolved the issue.
In March 2017, we partially canceled the debt claimed by ARBA by adhering 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, only two files remain pending resolution in relation to our alleged failure to act as withholding and collection agent during 2009 and 2010. Our management considers that it has sufficient arguments to assert its defense and no provisions have been recorded in our financial statements in connection with this proceeding.
Other Litigation
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, 2021 and 2020, the total amount of these provisions amounted to Ps. 47,4 million and Ps.33 million, respectively.
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, 2021 and 2020, the total amount of these provisions amounted to Ps. 114 million and Ps. 112 million, respectively.
Dividend Distribution Policy
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 (“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—Argentine Taxes.”
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 U.S.$1.00 (other than “Permitted Indebtedness” as defined in the 2018 Notes Indenture) under the limitation of debt covenant of the 2018 Notes Indenture. To incur debt (other than Permitted Indebtedness), the 2018 Notes Indenture requires that (i) no default exists under the 2018 Notes Indenture at the time of such incurrence and (ii) (a) the Consolidated Coverage Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated adjusted EBITDA to our consolidated interest expense) would be greater than or equal to 2.0:1.0; and (b) the Consolidated Debt Ratio (as defined in the 2018 Notes Indenture, which is the ratio of our consolidated total indebtedness to our consolidated adjusted EBITDA) would be less than or equal to 3.50:1.0. See “Item 10. Additional Information—C. Material Contracts—Debt Obligations.”
Moreover, per CNV Rules the amounts subject to distribution are restricted up to the acquisition cost of treasury shares and the additional paid-up capital accounts balance as discussed elsewhere herein.
In addition, according to the transitory agreement 2022, and during its term, tgs will not be able to distribute dividends.
For additional information regarding dividend payment restrictions see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Shares and ADSs—Shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders’ ability to receive cash dividends in U.S. dollars.”
A summary of the dividends declared and paid during the five most recent fiscal years is set forth below:
| | Dividends declared and paid | |
| | | | | (in millions of U.S.$)(2) | | | | | | | | | | |
2017
| | | - | | | | - | | | | - | | | | - | | | | - | |
2018(3)
| | | 9,067 | | | | 114.6 | | | | 11.41 | | | | 0.142 | | | | 0.708 | |
2019(4)(5)
| | | 17,683 | | | | 222.4 | | | | 22.78 | | | | 0.286 | | | | 1.432 | |
2020
| | | - | | | | - | | | | - | | | | - | | | | - | |
| | | - | | | | - | | | | - | | | | - | | | | - | |
| (2) | Stated in Ps.at Current Currency. |
| (3) | Stated in U.S. dollars translated from pesos at the exchange rate in effect on the payment date. |
| (4) | At the General and Special Annual Shareholders’ Meeting held on April 10, 2018, our shareholders resolved to create a future dividends payment reserve in an amount equal to Ps.7,882 million. At its meetings held on July 6, August 8 and September 6, 2018, our Board of Directors approved to release such reserve in full to our shareholders in the form of cash dividend payments up to an amount equal to the aggregate amount of such reserve. |
| (5) | At the General Annual Shareholders’ Meeting held on April 11, 2019, our shareholders resolved to create a voluntary reserve for capital expenditures, stock buyback and/or dividends in an amount equal to Ps.12,462 million and a cash dividend payment of Ps.12,506 million. At its meetings held on April 11 and October 31, 2019, our Board of Directors approved the partial distribution of such reserve to our shareholders in an amount equal to Ps.783 million the form of a cash dividend. |
| (6) | Includes the dividend in kind approved by the General and Special Shareholders’ Meeting held on October 17, 2019 and our Board of Directors’ meeting held on October 31, 2019 consisting in 29,444,795 shares (0.052 shares per share or 0.262 per ADS) at a price of Ps.139.20, calculated by reference to the closing price of our shares in BYMA as of November 12, 2019, the day immediately preceding the date of distribution of such shares to our shareholders. |
The General Annual Shareholders’ Meeting held on April 5, 2022 approved to allocate Ps.1,138 million to the Legal Reserve and to allocate Ps. 67,707 million to the “Reserve for capital expenditures, acquisition of treasury shares and/or dividends” (the “2022 Reserve”) and to delegate to the Board of Directors the decision to use the 2022 Reserve to make investments, distribute dividends or repurchase stock. The amount of the 2022 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 2022 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.
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.
Not Applicable.
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, 2021, the market capitalization of shares of the 6 domestic companies (excluding mutual funds) listed on the BASE was Ps.4,000 billion.
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:
| a) | issue regulations that allow stock brokers and brokerage firms authorized by the CNV to perform their duties; |
| b) | authorize, suspend and cancel the listing and/or trading of negotiable securities pursuant to the provisions set forth in its bylaws; |
| c) | issue regulations that ensure veracity in the record of prices and trades; |
| d) | issue the regulations and policies deemed necessary to ensure transparency in the trades conducted by member stock brokers; |
| e) | fix the margins that member brokers are to comply with for each type of trade BYMA guarantees; and |
| f) | set up arbitration tribunals. |
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, 2022, there were 18,925,137 ADSs outstanding. Such ADSs represented approximately 11.91% 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.
Not applicable.
Not applicable.
Not applicable.
| Item 10. | Additional Information |
Not applicable.
| B. | Memorandum and Articles of Association |
Information contained in Item 14 of TGS’s Registration Statement on Form F-1 (Registration No. 33-85178) is hereby incorporated by reference.
Bylaws amendments
The ordinary and special shareholders meeting held on April 30, 2014, approved certain amendments of our bylaws. The purpose of these amendments was to provide our administration with greater flexibility to manage as well as adapt the Bylaws to the requirements of the Capital Markets Law. Below you will find a description of the amendments to our 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 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 Bylaws 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 Bylaws 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 Bylaws, which was approved by the General Inspection of Justice on July, 25, 2017. Such amendment to our Bylaws 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 Bylaws 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 Bylaws 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.
The 2021 Shareholders’ Meeting approved the amendment of Article 14 of our Bylaws to contemplate the possibility of holding remote meetings. As of the date of issuance of this Annual Report this amendment has been registered by the CNV.
Debt Obligations
2018 Notes
On May 2, 2018, we issued the 2018 Notes in the aggregate principal amount of U.S.$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.$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.$1,200 million in notes, and was authorized by resolutions of an extraordinary 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 make certain other restricted payments and investments with respect to any fiscal year or fiscal semester unless: (i) no event of default or potential event of default shall have occurred and be continuing and (ii) immediately after giving effect to such restricted payment, we would be able to incur at least U.S.$1.00 of additional indebtedness pursuant to the limitation on indebtedness covenant; |
| • | limitations on our and our subsidiaries’ ability to enter into sale-leaseback transactions; |
| • | limitations on our and our subsidiaries’ ability to enter into a transaction with an affiliate, unless such transaction is on terms that are not materially less favorable to us or our subsidiary than we or such subsidiary would obtain in a comparable arm’s-length transaction with a non-affiliate; |
| • | a limitation on our and our subsidiaries’ ability to sell our assets; and |
| • | a limitation on our and our subsidiaries’ ability to enter into a merger, consolidation or similar transaction. |
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.$50 million; |
| • | the occurrence of certain bankruptcy events or enforcement proceedings; |
| • | enforcement of monetary judgments exceeding U.S.$50 million; and |
| • | the occurrence of certain material adverse events with respect to our License, such as the revocation, suspension for a period of greater than 180 days or termination of the License. |
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, 2021 of Ps.2,428 million, which we utilize in our Other Services business segment. Monthly lease payments to Pampa Energía amount to U.S.$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.$0.6 million before taxes.
For additional information, see Note 13 to our Financial Statements included under “Item 18. Financial Statements.”
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: 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.
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 U.S.$200 (in the case of withdrawals from Argentine bank accounts) or U.S.$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 U.S.$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 two years. |
On January 6, 2021, the BCRA issued Communication “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” 7200 and “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 of foreign exchange information of exporters and importers of 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” 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 five 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.
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, 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.
Outgoings
Imports of Goods and Services
Except for certain exceptions current regulations provide for, importers of goods and/or services must obtain prior authorization from the Central Bank for the settlement of foreign currency-denominated debts in connection with the import 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:
(i) request the prior approval of the Central Bank; or
(ii) rely on an affidavit stating that the client did not carry out neither sales of securities via the settlement of foreign currency nor its transfer to foreign depository entities on the day that access to the foreign exchange market was requested and within 90 days prior to such request, as well as that the customer undertakes not to carry out such transactions from the date access to the foreign exchange market is requested and for the subsequent 90 calendar days.
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:
| | (a) | All of its local foreign currency holdings are deposited in accounts in financial institutions and that it did not have liquid external assets available at the beginning of the day that access to the foreign exchange market is requested for a higher amount equivalent to U.S.$100,000 (with some exceptions, expressly provided for by the regulation). |
| | (b) | Undertakes to settle in pesos through the foreign exchange market, within five working days of its availability, those funds received abroad resulting from the collection of loans granted to third parties, the collection of a term deposit or the sale of any type of asset, when the asset has been acquired, the deposit constituted or the loan granted after May 28, 2020. |
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 thirty days, and a commit not to do so within thirty 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:
(i) request the prior approval of the BCRA; or
(ii) rely on an affidavit stating that the client did not carry out neither sales of securities via the settlement of foreign currency nor its transfer to foreign depository entities on the day that access to the foreign exchange market was requested and within 90 days prior to such request, as well as that the customer undertakes not to carry out such transactions from the date access to the foreign exchange market is requested and for the subsequent 90 calendar days.
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’s portfolio for a period not less than a year.
On July 8, 2021, the Securities Regulator (“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”) 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.
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:
• Dividends originated from profits obtained during fiscal years 2019, 2020 and 2021: dividends on Argentine shares paid to Argentine individuals and/or non-residents (“Foreign Beneficiaries”) are subject to a 7% income tax withholding on the amount of such dividends (“Dividend Tax”).
• Dividends originated from profits obtained during fiscal year 2021 onward: the tax rate is raised to 7%.
For Argentine individuals not registered before the Federal Administration of Public Revenues (Administración Federal de Ingresos Públicos) 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
Resident individuals
Capital gains obtained by resident individuals or undivided estates situated in Argentina from the sale or disposition of common shares and other securities are subject to income tax at a 15% rate on net income, unless such securities were traded in stock exchange under the supervision of the CNV, in which case an exemption applies.
Losses arising from the sale, exchange or other disposition of common shares or ADSs can be applied only to offset such capital gains arising from the 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, 2021 by Argentine entities (in general entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of shares or ADSs are subject to the following tiered structure of corporate income tax 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 5 million | ARS 0 | 25% |
| |
| |
| Over 5 million to 50 million | ARS 1.25 million | 30% |
| |
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| Over 50 million | ARS 14.75 million | 35% |
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Losses arising from the sale, exchange or other disposition of shares or ADSs can be applied only to offset such capital gains arising from the sale, exchange or other disposition of these securities, for a five-year carryover period.
WE RECOMMEND PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES CONCERNING THE SALE OR OTHER DISPOSITIONS OF SHARES AND ADSs.
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”), 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”) 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”), 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 into tax treaties to avoid double taxation with several countries (Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, México, Netherlands, Norway, Russia, Spain, Sweden, Switzerland, United Arab Emirates, United Kingdom and Uruguay). The agreement signed with Quatar Qatar will be effective on 1/1/2022. There is currently no tax treaty in force between Argentina and the United States
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.
Not applicable.
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.
Not applicable.
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk |
Market risk represents the risk of loss that may impact our consolidated financial position, results of operations or cash flows due to adverse changes in financial market prices and interest rates. We are exposed to market risk in the areas of interest rates, foreign currency exchange and commodity prices. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors. Uncertainties that are either non-financial or non-quantifiable, such as political, economic, tax, or other regulatory or credit risks, are not included in the following assessment of our market risks.
Interest Rate Risk
Our interest rate risk arises mainly from long-term borrowings. Borrowings issued at floating rates expose us to cash flow interest rate risk. Borrowings issued at fixed rates expose us to fair value interest rate risk.
As of the date of this Annual Report, our exposure to cash flow interest rate risk is limited due to the fact that 100% of our outstanding financial indebtedness bears fixed interest rates. Therefore, our exposure to market risk associated with changes in interest rates is limited to our financial assets which bear variable interest rate. Most of our financial assets bear fixed-rate interests.
We place our cash and current investments in high quality financial institutions in Argentina, and the United States of America. Our policy is to limit exposure with any one institution. Our temporary investments primarily consist of money market mutual funds, fixed-term deposits and public and private notes. The risk of these instruments is low given the short-term nature and high liquidity in well-known financial institutions.
The following table provides information regarding our assets and liabilities as of December 31, 2021, according to its interest rate:
| | | | | | | |
| | | (in thousands of pesos) | |
Fixed interest rate
| | | 22,553,663 | | | | 49,556,849 | |
Variable interest rate
| | | | | | | - | |
Total
| | | | | | | 49,556,849 | |
| (1) | Includes short-term investments, fixed-term investments and bank accounts. Most of our trade receivables do not accrue interest. |
| (2) | Includes loans, excluding issuance expenses and lease liabilities. |
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.
Our risk management policy is defined with the objective of reducing the impact of the loss of purchasing power. During the years ended December 31, 2021, 2020 and 2019 we have maintained a liability monetary position. As a consequence, we have recorded a net gain from exposure to inflation in the monetary items.
Foreign Exchange Exposure
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.
Regarding the revenue derived from the Natural Gas Transportation segment, the tariffs charged by us are currently denominated in pesos. On the other hand, revenues in U.S. 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, 2021, 2020 and 2019. Total revenues denominated in Argentine Pesos accounted for 37%, 50% and 53% for the years ended December 31, 2021, 2020 and 2019, respectively.
Our financial risk management policies are defined with the objective of mitigating the impact that the variation in the exchange rate has on our position in foreign currency. For this purpose, alternative investment evaluations are regularly carried out to diversify investments in financial instruments portfolio between U.S. dollar-denominated instruments or, although denominated in pesos, to obtain positive returns in real terms. We prioritize the placement of funds in U.S. dollar-denominated investments and since 2021, depositing such placements primarily abroad through the trading of financial instruments. During the year 2021, we recorded a Ps.1,897 million loss generated by trading financial instruments to place foreign currency abroad.
Additionally, in the event that it is considered appropriate, we contract derivative financial instruments that allow us to hedge the fluctuation of the U.S. dollar over long-term positions in such currency. During the years ended December 31, 2021, 2020 and 2019, we did not contract derivative financial instruments to cover this risk.
However, we managed to mitigate the impact on the exchange rate variation by placing funds in assets denominated in U.S. dollars. As of December 31, 2021, for mitigating this foreign exchange risk, 73% of our fund placements are denominated in U.S. dollars.
Our financial debt obligations and trade payables denominated in foreign currency as of December 31, 2021, amounted to U.S.$550 million (Ps. 56,463 million). As of December 31, 2021, we also had the equivalent of U.S.$66 million (Ps. 6,807 million) of trade and other receivables denominated in U.S. dollars. Finally, U.S.$ 286 million (Ps. 29,315 million) of our financial investments assets are denominated in U.S. dollars at such date. Therefore, our net liability position in U.S. dollars amounted to U.S.$196 million as of December 31, 2021.
Sensitivity Analysis Disclosure to Interest Rates and Exchange Rates
In view of the nature of our financial assets that bear variable interest, an immediate decrease of 100 basis points in the interest rate curve would not have a significant impact on their total value.
The potential financial expense loss (before income tax) in our net monetary liability position held as of December 31, 2021, that would have resulted from a hypothetical, instantaneous and unfavorable 10% change in the peso/U.S. dollar exchange rates, would have been Ps. 2,023 million. This sensitivity analysis provides only a limited view of the market risk sensitivity of certain of our financial instruments. The actual impact of market foreign exchange rate changes on our financial instruments may differ significantly from the impact shown in the sensitivity analysis.
Derivative financial instruments
In order to mitigate the exchange rate risk, during fiscal year 2021, tgs entered into both forward purchase operations of US dollars, as well as investments in mutual funds linked to the US dollar in order to hedge exposure to the risk associated with the exchange rate that derives from its financial debt.
At the end of this fiscal year, the net position is buying US dollars and amounts to US$ 10 million at a weighted average exchange rate of Ps. 119.15 maturing in February 2022. The fair value of the contracts as of December 31, 2021 amounts to a net liability position of Ps. 42 million, which is disclosed in the item Derivative financial instruments. These contracts are guaranteed for Ps. 78 million which are disclosed in the caption “Other financial assets at fair value through profit or loss” of our Financial Statements.
Our indebtedness accrues interest at a fixed rate. Therefore, we do not currently have exposure to changes in interest rates, except as noted above with respect to the financial assets at a variable interest rate. The following table provides information presented in our reporting currency, pesos, with respect to our foreign exchange exposure. For debt obligations, the table presents principal cash flows and interest rates by expected maturity dates. For further information, see “Item 10. Additional Information—C. Material Contracts—Debt Obligations.”
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | (in millions of pesos) (1) | |
Debt denominated in U.S. dollars(1) (4) (5) | | | | | | | | | | | | | | | | | | | | | |
Fixed rate | | | - | | | | 3,467 | | | | 3,467 | | | | 3,467 | | | | 53,093 | | | | 63,494 | | | | 49,556 | |
Interest rate(3) | | | | | | | 6.875 | % | | | 6.875 | % | | | 6.875 | % | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial lease in U.S. dollars(1) (4)(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fixed rate
| | | 77 | | | | 768 | | | | 768 | | | | 768 | | | | 1,228 | | | | 3,609 | | | | 3,023 | |
| (1) | Converted at the exchange rate as of December 31, 2021: Ps. 102.72 per U.S.$1.00. |
| (2) | For a detailed description of 2018 Notes, see “Item 10. Additional Information—C. Material contracts—Debt Obligations.” |
| (3) | For further information about limitations on our ability to make payments on our debt denominated in U.S. dollars see “Item 3. Key Information—D. Risk Factors—Risks Relating to Argentina— The Argentine economy may be adversely affected by economic developments in other markets and by more general effects, which could have a material adverse effect on Argentina’s economic growth.” |
| (4) | Includes future interest payments not accrued as of December 31, 2021. |
| (5) | Contracted undiscounted cash flows. Thus, they do not reconcile to the amount disclosed on the statement of financial position. |
| (6) | Corresponds to the pre-export finance totally paid as of the issuance of this Annual Report. |
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Currency and Exchange Rates” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Derivative Financial Instruments” for more information.
Commodity Price Risk
In the liquids production and commercialization segment, we are exposed to market risk in relation to price volatility of LPG and natural gasoline since they are subject to international prices (Mont Belvieu for LPG and NWE ARA for natural gasoline). Their prices have fluctuated in response to changing market forces. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Exports.”
Ethane is sold to PBB under a contract dated September 6, 2018, which will expire on December 27, 2027. The price under the contract is adjusted for several factors including the cost of natural gas, the natural gas price and transportation charges. The decrease in the international price of ethane has increased the gap between our sale price and the price offered by the alternative supplier of PBB.
For any given period, the liquids sales will be dependent on the international price of LPG and natural gasoline, taxes and other government tax impacts and production volumes. Accordingly, changes in international prices for the mentioned products only provide a broad indicator of changes in the net income of any fiscal year.
Based on the volume of sales for the year ended December 31, 2021, the Company estimated that, other factors being constant, a increase of U.S.$ 50/ton in the international price of LPG and natural gasoline, respectively, for the year ended December 31, 2021 would have increased our net comprehensive income in our Liquids Production and Commercialization segment by Ps.2,248 million. A decrease of U.S.$ 50/ton in the international price would have had the opposite effect.
| 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 U.S.$5.00 per 100 ADSs (or fraction thereof) issued. | Person receiving ADSs. |
Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited Shares, upon a change in the ADS(s)-to-Share(s) ratio, or for any other reason). | Up to U.S.$5.00 per 100 ADSs (or fraction thereof) canceled. | Person whose ADSs are being canceled. |
Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements). | Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. |
| Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) an exercise of rights to purchase additional ADSs. | Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. |
Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., spin-off shares). | Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held. | Person to whom the distribution is made. |
| ADS Services. | Up to U.S.$5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. | Person holding ADSs on the applicable record date(s) established by the Depositary. |
Disclosure for Fees Incurred in Past Annual Period. From January 1, 2021, to April 25, 2022, we received from the Depositary U.S.$0.6 million for the expenses incurred by us related to the administration and maintenance of the ADR program and investor relation activities.
| Item 13. | Defaults, Dividend Arrearages and Delinquencies |
No events required to be reported have occurred that materially affect TGS.
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
None.
| Item 15. | Controls and Procedures. |
| 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, 2021. 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, 2021. 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 2021, 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, 2021, 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| Item 16A. | Audit Committee Financial Expert |
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.”
| Item 16C. | Principal Accountant Fees and Services |
Audit and Non-Audit Fees
Fees billed for professional services provided to us by PwC and EY, during the years ended December 31, 2021 and 2020 in each of the following categories are:
| | | | |
| | | | | | | |
| | | | | | | | | | | | | |
| | | (in thousands of pesos) | |
Audit fees
| | | 32,858 | | | | 28,919 | | | | 32,889 | | | | 29,512 | |
Audit-related fees
| | | 1,176 | | | | 3,025 | | | | 2,477 | | | | 2,329 | |
Tax fees
| | | - | | | | 1,208 | | | | - | | | | 1,369 | |
All other fees
| | | | | | | | | | | | | | | | |
Total fees
| | | | | | | | | | | | | | | | |
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.
Audit-related fees. Audit-related fees in the above table represent services in connection for its review of the regulatory presentations made to the CNV with respect to the global program issued in the CNV related to the issuance of our debt in Argentina and stock buyback.
Tax fees. Tax fees in the above table represent services rendered by PwC in connection with Tax inflation adjustment and Income tax provision, and on a tax due diligence corresponding to a Bolivian business rendered by EY.
All other fees. All other fees in the above table represents 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 expert the authority to grant pre-approvals to auditors’ services. The decision of the financial 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, 2021 were approved by the Audit Committee prior to their engagement to perform such work.
The general annual shareholders´ meeting designates the external auditor.
| Item 16D. | Exemptions from the Listing Standards for Audit Committees |
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 with a maximum amount to invest of Ps. 1,700 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
| | 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 | | | | | | | 12.07 | | | | | | | | (2 | ) |
| | | | 2,103,082 | | | | | | | | 10,515,140 | | | | | |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.1,700 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
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.
| | Total number of ADRs purchased | | | Average price paid per ADRs (U.S.$) | | | Total Number of Shares Purchased as
Part of the Publicly Announced Plan(1) | | | Maximum Number of Shares that may yet be purchased under the plan | |
| 10/1/2018 – 10/31/2018 | | | 610,974 | | | | 13.64 | | | | 3,054,870 | | | | (2 | ) |
| 12/1/2018 – 12/31/2018 | | | | | | | 13.43 | | | | | | | | (2 | ) |
| | | | 617,074 | | | | | | | | 3,085,370 | | | | | |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.1,800 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On March 27, 2019, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.1,500 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
| | Total number of ADRs purchased | | | Average price paid per ADRs (U.S.$) | | | 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 | | | | | | | 9.06 | | | | | | | | (2 | ) |
| | | | 2,424,018 | | | | | | | | 12,120,090 | | | | | |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.1,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On August 26, 2019, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.3,200 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
| | Total number of ADRs purchased | | | Average price paid per ADRs (U.S.$) | | | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | | | Maximum
Number of Shares that may yet be purchased under the plan | |
08/28/2019 – 08/31/2019 | | | 460,000 | | | | 7.81 | | | | 2,300,000 | | | | (2 | ) |
09/01/2019 – 09/30/2019 | | | 284,785 | | | | 7.94 | | | | 1,423,925 | | | | (2 | ) |
11/01/2019 – 11/20/2019 | | | | | | | 6.27 | | | �� | | | | | (2 | ) |
| | | | 1,388,905 | | | | | | | | 6,944,525 | | | | | |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.3,200 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On November 19, 2019, our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.4,000 million stated at its original value. The chart below shows repurchases conducted under such program through its expiration.
| | Total number of ADRs purchased | | | Average price paid per ADRs (U.S.$) | | | Total Number of
Shares Purchased as Part of the Publicly Announced Plan(1) | | | Maximum Number of Shares that may yet be purchased under the plan | |
| 11/21/2019 – 11/30/2019 | | | 401,000 | | | | 6.04 | | | | 2,005,000 | | | | (2 | ) |
| 12/01/2019 – 12/31/2019 | | | 932,231 | | | | 5.97 | | | | 4,661,155 | | | | (2 | ) |
| 01/01/2020 – 01/31/2020 | | | 1,455,121 | | | | 6.56 | | | | 7,275,605 | | | | (2 | ) |
| 02/01/2020 – 02/28/2020 | | | | | | | 6.21 | | | | | | | | (2 | ) |
| | | | 3,343,450 | | | | | | | | 16,717,250 | | | | | |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.4,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On March 6, 2020, our 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.
| | Total number of ADRs purchased | | | Average price paid per ADRs (U.S.$) | | | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | | | Maximum Number of Shares that may yet be purchased under the plan | |
| 03/09/2020 – 03/31/2020 | | | 1,649,875 | | | | 4.98 | | | | 8,249,375 | | | | (2 | ) |
| 04/01/2020 – 04/30/2020 | | | 620,668 | | | | 4.41 | | | | 3,103,340 | | | | (2 | ) |
| 05/01/2020 – 05/31/2020 | | | 386,000 | | | | 4.32 | | | | 1,930,000 | | | | (2 | ) |
| 08/01/2020 – 08/31/2020 | | | 149,100 | | | | 4.593 | | | | 745,500 | | | | (3 | ) |
| 09/01/2020 – 09/30/2020 | | | 861,300 | | | | 4.4191 | | | | 4,306,500 | | | | (3 | ) |
| 10/01/2020 – 10/31/2020 | | | 426,805 | | | | 4.5231 | | | | 2,134,025 | | | | (3 | ) |
| (1) | Correspond to the sum of common shares and ADRs purchased. Each ADR represents 5 common shares. |
| (2) | For up to Ps.2,500 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
| (3) | For up to Ps.3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
On August 21, 2020 our Board of Directors approved a new share repurchase program with a maximum amount to invest of Ps.3,000 million. The chart below shows repurchases conducted under such program through its expiration.
| | Average price paid per share (Ps.) | | | Total Number of Shares Purchased as Part of the Publicly Announced Plan(1) | | | Maximum Number of Shares that may yet be purchased under the plan | |
| 08/01/2020 – 08/31/2020 | | | 120.812 | | | | 117,557 | | | | (2 | ) |
| 09/01/2020 – 09/30/2020 | | | 117.146 | | | | 250,091 | | | | (2 | ) |
| 10/01/2020 – 10/31/2020 | | | 147.269 | | | | 249,897 | | | | (2 | ) |
| (1) | Correspond to the sum of common shares purchased in BYMA. |
| (2) | For up to Ps.3,000 million, or any lower amount resulting in such acquisition reaching 10% of our capital stock. |
| Item 16F. | Change in Registrant’s Certifying Accountant |
None.
| Item 16G. | Corporate Governance |
Our corporate governance practices are governed by:
| • | applicable Argentine law (particularly, the General Companies Act), |
| • | Capital Markets Law and Decree No. 1,023/2013, |
| • | the standards of the CNV, |
| • | 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, 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 Bylaws 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.
| Item 16H. | Mine Safety Disclosure |
Not applicable.
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection |
Not applicable..
| Item 17. | Financial Statements |
The registrant has responded to Item 18 in lieu of responding to this Item.
| Item 18. | Financial Statements |
The following Financial Statements are filed as part of this Form 20-F:
Transportadora de Gas del Sur S.A.
| | Page |
Reports of independent registered public accounting firms EY, Argentina, PCAOB ID #1449 PwC, Argentina, PCAOB ID #1349 | F-1 |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 | F-5 |
Consolidated Statements of Financial Position as of December 31, 2021 and 2020 | F-6 |
Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019 | F-7 |
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 | F-8 |
Notes to Consolidated Financial Statements for the year ended December 31, 2021 and comparative information | F-9 |
Exhibit No. | |
| Corporate Charter and Bylaws.(2)
|
| Bylaws Amendments.(1) |
| Indenture dated May 2, 2018, entered into among TGS, Delaware Trust Company as trustee, co-registrar, paying agent and transfer agent, and Banco Santander Rio S.A., as registrar, Argentine paying agent, Argentine transfer agent and representative of the trustee in Argentina, relating to the issuance of TGS’s Class 2, 6.750% senior notes due 2025.(2) |
| Officers’ Certificate establishing the terms of TGS’ 6.750% Notes Due 2025.(2) |
| Description of Securities Registered under Section 12 of the Exchange Act. |
| CIESA Shareholders’ Agreement.(5) |
| CIESA’s Fourth Amendment to the Restructuring Agreement.(6) |
| CIESA’s Settlement Agreement.(5) |
| Technical Assistance Service Agreement between TGS and Pampa Energía, dated December 26, 2017.(2) |
| Financial lease agreement between Petrobras Argentina and TGS, dated July 25, 2016.(7) |
| List of TGS’s Subsidiaries. |
Exhibit No. | |
| Code of Ethics.(4) |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| Audit Committee Charter.(8) |
| (1) | Amendment incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2015 (Commission File No. 1-13396), (ii) amendment previously filed with the Securities and Exchange Commission pursuant to current report on Form 6-K, dated April 12, 2017 (Commission File No. 1-13.396), and (iii) amendment previously filed with the Securities and Exchange Commission pursuant to current report on Form 6-K, dated April 8, 2021 (Commission File No. 1-13.396). |
| (2) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2018 (Commission File No. 1-13396). |
| (3) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2019 (Commission File No. 1-13396). |
| (4) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2005 (Commission File No. 1-13396). |
| (5) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2012 (Commission File No. 1-13396). |
| (6) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2010 (Commission File No. 1-13396). |
| (7) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2017 (Commission File No. 1-13396). |
| (8) | Incorporated by reference to our Annual Report on Form 20-F filed with the Securities and Exchange Commission for the year ended December 31, 2003 (Commission File No. 1-13396). |
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.
Pursuant to the requirements of Section 12 of the U.S. Securities Exchange Act of 1934, as amended, the registrant hereby certifies that it meets all of the requirements for filing this Annual Report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| TRANSPORTADORA DE GAS DEL SUR S.A. |
| (Registrant) |
| By: |
|
|
|
|
|
| /s/ Oscar José Sardi |
|
| Name: Oscar José Sardi |
|
| Title: Chief Executive Officer |
|
| |
|
| /s/ Alejandro M. Basso |
|
| Name: Alejandro M. Basso |
|
| Title: Chief Financial Officer and |
Dated: April 26, 2022 |
| Services Vice President |
