FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of March, 2009
Commission
File Number: 001-12102
YPF
Sociedad Anónima
(Exact
name of registrant as specified in its charter)
Av.
Pte. R.S. Peña 777 – 8th Floor
1354
Buenos Aires, Argentina
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file
annual
reports under cover of Form 20-F or Form 40-F:
|
Form
20-F
|
X
|
Form
40-F
|
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(1):
|
Yes
|
No
|
X
|
Indicate
by check mark if the registrant is submitting the Form 6-K
in paper
as permitted by Regulation S-T Rule 101(b)(7):
|
Yes
|
No
|
X
|
Indicate
by check mark whether by furnishing the information
contained
in this Form, the Registrant is also thereby furnishing the information to the
Commission
pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
|
Yes
|
No
|
X
|
If “Yes”
is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): N/A
This Form
6-K is incorporated by reference into the registration statement on Form F-3/A
of YPF Sociedad Anónima filed with the Securities and Exchange Commission on
March 10, 2008 (File No. 333-149313).
YPF
Sociedad Anónima
TABLE OF
CONTENTS
|
Item
|
||
|
1
|
Financial
Statements as of December 31, 2008 and Comparative Information along with
Statutory Audit Committee's Report
|
Item
1
 |
|
Financial
Statements as of December 31, 2008 and Comparative
Information
Statutory
Audit Committee's Report
|
YPF
SOCIEDAD ANONIMA
FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
INDEX
|
Page
|
|
|
-
Cover
|
1
|
|
- Consolidated
balance sheet
|
2
|
|
- Consolidated
statement of income
|
3
|
|
- Consolidated
statement of cash flows
|
4
|
|
- Notes to
consolidated financial statements
|
5
|
|
- Exhibits to
consolidated financial statements
|
17
|
|
- Balance
sheet
|
19
|
|
- Statement of
income
|
20
|
|
- Statement of
changes in shareholder's equity
|
21
|
|
- Statement of
cash flows
|
22
|
|
- Notes to
financial statements
|
23
|
|
- Exhibits to
financial statements
|
52
|
|
- Ratification
of lithographed signatures
|
58
|
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA
Avenida Presidente
Roque Sáenz Peña 777 –Ciudad Autónoma de Buenos Aires, Argentina
FISCAL
YEAR NUMBER 32
BEGINNING
ON JANUARY 1, 2008
FINANCIAL
STATEMENTS AS OF DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
Principal business
of the Company: exploration, development and production of oil and natural gas
and other minerals and refining, transportation, marketing and distribution of
oil and petroleum products and petroleum derivatives, including petrochemicals,
chemicals and non-fossil fuels, biofuels and their components, generation of
electric power from hydrocarbons, rendering telecommunications services, as well
as the production, industrialization, processing, marketing, preparation
services, transportation and storage of grains and its derivatives.
Date of
registration with the Public Commerce Register: June 2, 1977.
Duration of the
Company: through June 15, 2093.
Last amendment to
the bylaws: April 24, 2008.
Optional Statutory
Regime related to Compulsory Tender Offer provided by Decree No. 677/2001
art. 24: not incorporated.
Capital
structure as of December 31, 2008
(expressed in
Argentine pesos)
|
Subscribed,
paid-in and authorized for stock exchange listing
(Note 4 to
primary
financial
statements)
|
||||
|
-Shares of
Common Stock, Argentine pesos 10 par value,
1 vote per
share
|
3,933,127,930 | |||
|
ANTONIO GOMIS
SÁEZ
Director
|
1
Schedule
I
1
of 3
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
(amounts expressed
in millions of Argentine pesos – Note 1 to the primary financial
statements)
|
2008
|
2007
|
2006
|
||||||||||
|
Current
Assets
|
||||||||||||
|
Cash
|
391 | 196 | 118 | |||||||||
|
Investments
(Note 2.a)
|
825 | 655 | 971 | |||||||||
|
Trade
receivables (Note 2.b)
|
2,702 | 3,235 | 2,242 | |||||||||
|
Other
receivables (Note 2.c)
|
1,861 | 4,361 | 5,033 | |||||||||
|
Inventories
(Note 2.d)
|
3,449 | 2,573 | 1,697 | |||||||||
|
Other
assets
|
- | - | 1,128 | |||||||||
|
Total current
assets
|
9,228 | 11,020 | 11,189 | |||||||||
|
Noncurrent
assets
|
||||||||||||
|
Trade
receivables (Note 2.b)
|
24 | 32 | 44 | |||||||||
|
Other
receivables (Note 2.c)
|
945 | 809 | 852 | |||||||||
|
Investments
(Note 2.a)
|
848 | 799 | 788 | |||||||||
|
Fixed assets
(Note 2.e)
|
28,028 | 25,434 | 22,513 | |||||||||
|
Intangible
assets
|
6 | 8 | 8 | |||||||||
|
Total
noncurrent assets
|
29,851 | 27,082 | 24,205 | |||||||||
|
Total
assets
|
39,079 | 38,102 | 35,394 | |||||||||
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Current
Liabilities
|
||||||||||||
|
Accounts
payable (Note 2.f)
|
6,763 | 4,339 | 3,495 | |||||||||
|
Loans (Note
2.g)
|
3,219 | 471 | 915 | |||||||||
|
Salaries and
social security
|
284 | 213 | 207 | |||||||||
|
Taxes
payable
|
1,132 | 1,441 | 1,298 | |||||||||
|
Net advances
from crude oil purchasers
|
- | 9 | 96 | |||||||||
|
Reserves
|
588 | 466 | 273 | |||||||||
|
Total current
liabilities
|
11,986 | 6,939 | 6,284 | |||||||||
|
Noncurrent
Liabilities
|
||||||||||||
|
Accounts
payable (Note 2.f)
|
3,473 | 2,542 | 2,448 | |||||||||
|
Loans (Note
2.g)
|
1,260 | 523 | 510 | |||||||||
|
Salaries and
social security (Note 2.h)
|
116 | 164 | 202 | |||||||||
|
Taxes
payable
|
31 | 21 | 20 | |||||||||
|
Net advances
from crude oil purchasers
|
- | - | 7 | |||||||||
|
Reserves
|
1,857 | 1,853 | 1,578 | |||||||||
|
Total
noncurrent liabilities
|
6,737 | 5,103 | 4,765 | |||||||||
|
Total
liabilities
|
18,723 | 12,042 | 11,049 | |||||||||
|
Shareholders’
Equity
|
20,356 | 26,060 | 24,345 | |||||||||
|
Total
liabilities and shareholder’s equity
|
39,079 | 38,102 | 35,394 | |||||||||
Notes 1 to 4 and
the accompanying exhibits A and H to Schedule I and the primary financial
statements of YPF, are an integral part of and should be read in conjunction
with these statements.
|
ANTONIO GOMIS
SÁEZ
Director
|
2
Schedule
I
2
of 3
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED
STATEMENT OF INCOME
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
(amounts expressed
in millions of Argentine pesos, except for per share amounts in Argentine pesos
– Note 1 to the primary financial statements)
|
2008
|
2007
|
2006
|
||||||||||
|
Net
sales
|
34,875 | 29,104 | 25,635 | |||||||||
|
Cost of
sales
|
(24,013 | ) | (19,000 | ) | (15,821 | ) | ||||||
|
Gross
profit
|
10,862 | 10,104 | 9,814 | |||||||||
|
Administrative
expenses (Exhibit H)
|
(1,053 | ) | (805 | ) | (674 | ) | ||||||
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Selling
expenses (Exhibit H)
|
(2,460 | ) | (2,120 | ) | (1,797 | ) | ||||||
|
Exploration
expenses (Exhibit H)
|
(684 | ) | (522 | ) | (460 | ) | ||||||
|
Operating
income
|
6,665 | 6,657 | 6,883 | |||||||||
|
Income on
long-term investments
|
83 | 34 | 183 | |||||||||
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Other
expense, net (Note 2.i)
|
(376 | ) | (439 | ) | (204 | ) | ||||||
|
Financial
income (expense), net and holding gains:
|
||||||||||||
|
Gains on
assets
|
||||||||||||
|
Interests
|
134 | 278 | 338 | |||||||||
|
Exchange
differences
|
416 | 142 | 5 | |||||||||
|
Holding gains
on inventories
|
476 | 451 | 394 | |||||||||
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Losses on
liabilities
|
||||||||||||
|
Interests
|
(492 | ) | (292 | ) | (213 | ) | ||||||
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Exchange
differences
|
(708 | ) | (61 | ) | (70 | ) | ||||||
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Income from
sale of long-term investments
|
- | 5 | 11 | |||||||||
|
Reversal
(impairment) of other current assets
|
- | 69 | (69 | ) | ||||||||
|
Net
income before income tax
|
6,198 | 6,844 | 7,258 | |||||||||
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Income
tax
|
(2,558 | ) | (2,758 | ) | (2,801 | ) | ||||||
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Net
income
|
3,640 | 4,086 | 4,457 | |||||||||
|
Earnings
per share
|
9.25 | 10.39 | 11.33 | |||||||||
Notes 1 to 4 and
the accompanying exhibits A and H to Schedule I and the primary financial
statements of YPF, are an integral part of and should be read in conjunction
with these statements.
|
ANTONIO GOMIS
SÁEZ
Director
|
3
Schedule
I
3
of 3
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED
STATEMENT OF CASH FLOWS
FOR
THE YEAR ENDED DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
(amounts expressed
in millions of Argentine pesos – Note 1 to the primary financial
statements)
|
2008
|
2007
|
2006
|
||||||||||
|
Cash
Flows from Operating Activities
|
||||||||||||
|
Net
income
|
3,640 | 4,086 | 4,457 | |||||||||
|
Adjustment to
reconcile net income to net cash flows provided by operating
activities:
|
||||||||||||
|
Income on
long-term investments
|
(83 | ) | (34 | ) | (183 | ) | ||||||
|
Dividends
from long-term investments
|
51 | 54 | 43 | |||||||||
|
Income from
sale of long-term investments
|
- | (5 | ) | (11 | ) | |||||||
|
(Reversal)
impairment of other current assets
|
- | (69 | ) | 69 | ||||||||
|
Depreciation
of fixed assets
|
4,775 | 4,139 | 3,718 | |||||||||
|
Consumption
of materials and fixed assets retired, net of allowances
|
647 | 247 | 272 | |||||||||
|
Increase in
allowances for fixed assets
|
2 | 116 | 192 | |||||||||
|
Income
tax
|
2,558 | 2,758 | 2,801 | |||||||||
|
Income tax
payments
|
(2,387 | ) | (2,281 | ) | (2,855 | ) | ||||||
|
Increase in
reserves
|
862 | 1,005 | 882 | |||||||||
|
Changes in
assets and liabilities:
|
||||||||||||
|
Trade
receivables
|
704 | (981 | ) | (21 | ) | |||||||
|
Other
receivables
|
2,401 | 849 | (255 | ) | ||||||||
|
Inventories
|
(876 | ) | (876 | ) | (382 | ) | ||||||
|
Accounts
payable
|
1,486 | 670 | (99 | ) | ||||||||
|
Salaries and
social security
|
(21 | ) | (25 | ) | 189 | |||||||
|
Taxes
payable
|
(507 | ) | (340 | ) | (425 | ) | ||||||
|
Net advances
from crude oil purchases
|
(10 | ) | (93 | ) | (90 | ) | ||||||
|
Decrease in
reserves
|
(736 | ) | (537 | ) | (268 | ) | ||||||
|
Interests,
exchange differences and others
|
1,052 | 73 | (15 | ) | ||||||||
|
Net cash
flows provided by operating activities
|
13,558 | (1) | 8,756 | (1) | 8,019 | (1) | ||||||
|
Cash
Flows used in Investing Activities
|
||||||||||||
|
Acquisitions
of fixed assets
|
(7,035 | ) | (6,163 | ) | (5,002 | ) | ||||||
|
Capital
distributions in long-term investments
|
- | (16 | ) | - | ||||||||
|
Proceeds from
sale of long-term investments
|
- | 6 | 32 | |||||||||
|
Investments
(non cash and equivalents)
|
(8 | ) | (14 | ) | (139 | ) | ||||||
|
Net cash
flows used in investing activities
|
(7,043 | ) | (6,187 | ) | (5,109 | ) | ||||||
|
Cash
flows used in Financing Activities
|
||||||||||||
|
Payments of
loans
|
(5,400 | ) | (1,860 | ) | (666 | ) | ||||||
|
Proceeds from
loans
|
8,540 | 1,411 | 688 | |||||||||
|
Dividends
paid
|
(9,287 | ) | (2,360 | ) | (2,360 | ) | ||||||
|
Net cash
flows used in financing activities
|
(6,147 | ) | (2,809 | ) | (2,338 | ) | ||||||
|
Increase
(decrease) in Cash and Equivalents
|
368 | (240 | ) | 572 | ||||||||
|
Cash and
equivalents at the beginning of year
|
847 | 1,087 | 515 | |||||||||
|
Cash and
equivalents at the end of year
|
1,215 | 847 | 1,087 | |||||||||
|
Increase
(decrease) in Cash and Equivalents
|
368 | (240 | ) | 572 | ||||||||
For supplemental
information on cash and equivalents, see Note 2.a.
|
(1)
|
Includes
(155), (114) and (103) corresponding to interest payments for the years
ended December 31, 2008, 2007 and 2006,
respectively.
|
Notes
1 to 4 and the accompanying exhibits A and H to Schedule I and the primary
financial statements of YPF, are an integral part of and should be read in
conjunction with these statements.
|
ANTONIO GOMIS
SÁEZ
Director
|
4
Schedule
I
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
YEAR ENDED DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
(amounts expressed
in millions of Argentine pesos – Note 1 to the primary financial statements,
except where otherwise indicated)
|
1.
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
Under General
Resolution No. 368 from the National Securities Commission (“CNV”),
YPF Sociedad Anónima (the “Company” or “YPF”) discloses its consolidated
financial statements, included in Schedule I, preceding its primary financial
statements. Consolidated financial statements are supplemental information and
should be read in conjunction with the primary financial
statements.
|
a)
|
Consolidation
policies
|
Following the
methodology established by Technical Resolution No. 21 of the Argentine
Federation of Professional Councils in Economic Sciences (“F.A.C.P.C.E.”), the
Company has consolidated its balance sheets and the related statements of income
and cash flows as follows:
|
-
|
Investments
and income (loss) related to controlled companies in which YPF has the
number of votes necessary to control corporate decisions are substituted
for such companies’ assets, liabilities, net revenues, cost and expenses,
which are aggregated to the Company’s proportionate share in their assets,
liabilities, net revenues, cost and expenses, considering intercompany
profits, transactions, balances and other
consolidation adjustments.
|
|
-
|
Investments
and income (loss) related to companies in which YPF holds joint control
are consolidated line by line on the basis of the Company’s proportionate
share in their assets, liabilities, net revenues, cost and expenses,
considering intercompany profits, transactions, balances and other
consolidations adjustments.
|
Investments in
companies under control and joint control are detailed in Exhibit C to the
primary financial statements.
|
b)
|
Financial
statements used for
consolidation:
|
The consolidated
financial statements are based upon the latest available financial statements of
those companies in which YPF holds control or joint control, taking into
consideration, if applicable, significant subsequent events and transactions,
available management information and transactions between YPF and the related
companies which could have produced changes to their shareholders’
equity.
|
c)
|
Valuation
criteria:
|
In addition to the
valuation criteria disclosed in the notes to YPF’s primary financial statements,
the following additional valuation criteria have been applied in the preparation
of the consolidated financial statements:
5
Fixed
assets
Properties on
foreign unproved reserves have been valued at cost and translated into pesos as
detailed in Note 2.e to the
primary financial statements. Capitalized costs related to unproved properties
are reviewed periodically by Management to ensure the carrying value does not
exceed their estimated recoverable value.
Salaries
and Social Security – Pension Plans and other Postretirement and Postemployment
benefits
As of December 31,
2007, YPF Holdings Inc., which has operations in the United States of
America, had three trustee defined- benefit pension plans and other
postretirement and postemployment benefits.
During March 2008,
YPF Holdings Inc. entered into certain contracts with Prudential Insurance
Company (“Prudential”) to settle the liability associated with two
defined-benefit pension plans, paying a premium amount of US$ 115 million.
Prudential assumed the liabilities under these pension plans as of March 20,
2008.
The funding policy
related to the remaining pension plan is to contribute amounts to the plan
sufficient to meet the minimum funding requirements under governmental
regulations, plus such additional amounts as Management may determine to be
appropriate.
YPF Holdings Inc.
provides certain health care and life insurance benefits for eligible retired
employees, and also certain insurance, and other postemployment benefits for
eligible individuals in case employment is terminated by YPF Holdings Inc.
before their normal retirement. YPF Holdings Inc. accrues the estimated cost of
retiree benefit payments during employees’ active service periods. Employees
become eligible for these benefits if they meet minimum age and years of service
requirements. YPF Holdings Inc. accounts for benefits provided when the minimum
service period is met, payment of the benefit is probable and the amount of the
benefit can be reasonably estimated.
As of December 31,
2008, YPF Holdings Inc. has curtailed postretirements health care benefits to
certain retirees. The effect of the curtailment has not been
material.
The benefits
related to the mentioned plans are valued at net present value and accrued on
the years of active service of employees. The net liability for defined benefits
and postretirement plans is disclosed as non current liabilities in the
“Salaries and social security” account and is the amount resulting from the sum
of: the present value of the obligation, net of the fair value of the plan
assets (if funded) and net of the unrecognized actuarial losses generated since
December 31, 2003. The unrecognized actuarial losses and gains are recognized as
expense during the expected average remaining service period of the employees
participating in the plans and the life expectancy of the retired employees. YPF
Holdings Inc. updates the actuarial assumptions at the end of each
year.
YPF Holdings Inc.
also has a noncontributory supplemental retirement plan for executive officers
and other selected key employees. Other postretirement and postemployment
benefits are recorded as claims are incurred.
Recognition
of revenues and costs of construction activities
Revenues and costs
related to construction activities are accounted by the percentage of completion
method. When adjustments in contract values or estimated costs are determined,
any change from prior estimates is reflected in earnings in the current year.
Anticipated losses on contracts in progress are expensed as soon as they become
evident.
6
|
2.
|
ANALYSIS
OF THE MAIN ACCOUNTS OF THE CONSOLIDATED FINANCIAL
STATEMENTS
|
Details regarding
the significant accounts included in the accompanying consolidated financial
statements are as follows:
Consolidated
Balance Sheet as of December 31, 2008 and Comparative Information
| a) Investments: |
2008
|
2007
|
2006
|
|||||||||||||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
|
Short-term
investments and government securities
|
825 | (1) | 179 | (3) | 655 | (1) | 168 | (3) | 971 | (1) | 156 | (3) | ||||||||||||
|
Long-term
investments
|
- | 890 | (2) | - | 837 | (2) | - | 843 | (2) | |||||||||||||||
|
Allowance for
reduction in value of holdings in long-term investments
|
- | (221 | )(2) | - | (206 | )(2) | - | (211 | )(2) | |||||||||||||||
| 825 | 848 | 655 | 799 | 971 | 788 | |||||||||||||||||||
|
|
(1)
|
Includes 824,
651 and 969 as of December 31, 2008, 2007 and 2006, respectively, with an
original maturity of less than three
months.
|
|
|
(2)
|
In addition
to the amounts detailed in Exhibit C to the primary financial statements,
includes interest in Gas Argentino S.A. (“GASA”). As of December 31, 2008,
GASA must restart a new debt restructuring process as certain creditors
terminated the refinancing agreement celebrated on December 7, 2005,
executing the option contemplated in the mentioned
agreement.
|
|
|
(3)
|
Corresponds
to restricted cash as of December 31, 2008, 2007 and 2006, which
represents bank deposits used to pay labor claims and deposits used as
guarantees given to government
agencies.
|
|
b)
Trade receivables:
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
|
Accounts
receivable
|
2,813 | 24 | 3,142 | 32 | 2,280 | 44 | ||||||||||||||||||
|
Related
parties
|
306 | - | 533 | - | 391 | - | ||||||||||||||||||
| 3,119 | 24 | 3,675 | 32 | 2,671 | 44 | |||||||||||||||||||
|
Allowance for
doubtful trade receivables
|
(417 | ) | - | (440 | ) | - | (429 | ) | - | |||||||||||||||
| 2,702 | 24 | 3,235 | 32 | 2,242 | 44 | |||||||||||||||||||
|
c) Other
receivables:
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
|
Deferred
income tax
|
- | 554 | - | 517 | - | 510 | ||||||||||||||||||
|
Tax credits
and export rebates
|
749 | 19 | 931 | 15 | 692 | 18 | ||||||||||||||||||
|
Trade
|
217 | - | 97 | - | 71 | - | ||||||||||||||||||
|
Prepaid
expenses
|
154 | 80 | 111 | 60 | 130 | 73 | ||||||||||||||||||
|
Concessions
charges
|
17 | 50 | 17 | 79 | 17 | 88 | ||||||||||||||||||
|
Related
parties
|
178 | (1) | 109 | (1) | 2,681 | (1) | - | 3,883 | (1) | - | ||||||||||||||
|
Loans to
clients
|
29 | 79 | 14 | 90 | 12 | 69 | ||||||||||||||||||
|
Advances to
suppliers
|
160 | - | 132 | - | 65 | - | ||||||||||||||||||
|
Collateral
deposits
|
91 | 18 | 80 | 19 | 56 | 19 | ||||||||||||||||||
|
Advances and
loans to employees
|
69 | - | 46 | - | 15 | - | ||||||||||||||||||
|
From joint
ventures and other agreements
|
101 | - | 62 | - | 46 | - | ||||||||||||||||||
|
Miscellaneous
|
230 | 84 | 312 | 79 | 183 | 127 | ||||||||||||||||||
| 1,995 | 993 | 4,483 | 859 | 5,170 | 904 | |||||||||||||||||||
|
Allowance for
other doubtful accounts
|
(134 | ) | - | (122 | ) | - | (137 | ) | - | |||||||||||||||
|
Allowance for
valuation of other receivables to their estimated realizable
value
|
- | (48 | ) | - | (50 | ) | - | (52 | ) | |||||||||||||||
| 1,861 | 945 | 4,361 | 809 | 5,033 | 852 | |||||||||||||||||||
|
|
(1)
|
As of
December 31, 2008, mainly includes 200 with Central Dock Sud S.A., for
loans that accrue in average an annual fixed interest rate of 6.54%. As of
December 31, 2007 and 2006, in addition to the amounts detailed in Note
3.c to the primary financial statements, includes 51 with Repsol
Netherlands Finance B.V., and 48 and 218 with Repsol Netherlands Finance
B.V. and Repsol International Finance B.V.,
respectively.
|
7
|
d)
Inventories:
|
2008
|
2007
|
2006
|
|||||||||
|
Refined
products
|
1,941 | 1,612 | 1,047 | |||||||||
|
Crude oil and
natural gas
|
1,110 | 646 | 441 | |||||||||
|
Products in
process
|
69 | 46 | 47 | |||||||||
|
Raw
materials, packaging materials and others
|
329 | 269 | 162 | |||||||||
| 3,449 | 2,573 | 1,697 | ||||||||||
|
e)
Fixed assets:
|
2008
|
2007
|
2006
|
|||||||||
|
Net book
value of fixed assets (Exhibit A)
|
28,073 | 25,481 | 22,562 | |||||||||
|
Allowance for
unproductive exploratory drilling
|
(3 | ) | (3 | ) | (3 | ) | ||||||
|
Allowance for
obsolescence of material and equipment
|
(42 | ) | (44 | ) | (46 | ) | ||||||
| 28,028 | 25,434 | 22,513 | ||||||||||
|
f)
Accounts payable:
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||
|
Trade
|
4,841 | 45 | 3,131 | 21 | 2,617 | 27 | ||||||||||||||||||
|
Hydrocarbon
wells abandonment obligations
|
547 | 3,130 | 395 | 2,316 | 233 | 2,210 | ||||||||||||||||||
|
Related
parties
|
166 | - | 140 | - | 238 | - | ||||||||||||||||||
|
Extension of
the Concessions - Province of Neuquen
|
483 | - | - | - | - | - | ||||||||||||||||||
|
From joint
ventures and other agreements
|
334 | - | 373 | - | 256 | - | ||||||||||||||||||
|
Environmental
liabilities
|
172 | 257 | 137 | 166 | 93 | 164 | ||||||||||||||||||
|
Miscellaneous
|
220 | 41 | 163 | 39 | 58 | 47 | ||||||||||||||||||
| 6,763 | 3,473 | 4,339 | 2,542 | 3,495 | 2,448 | |||||||||||||||||||
|
g) Loans:
|
2008
|
2007
|
2006
|
|||||||||||||||||||||||||||||
|
Interest
rate(1)
|
Principal
maturity
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
|||||||||||||||||||||||||
|
Negotiable
Obligations – YPF
|
9.13 -
10.00%
|
2009-2028
|
364 | 224 | 14 | 523 | 559 | 509 | ||||||||||||||||||||||||
|
Related
parties
|
5.00 -
25.00%
|
2009-2011
|
94 | 1,036 | - | - | - | - | ||||||||||||||||||||||||
|
Other
financial debts
|
3.37 -
27.50%
|
2009
|
2,761 | - | 457 | - | 356 | 1 | ||||||||||||||||||||||||
| 3,219 | 1,260 | 471 | 523 | 915 | 510 | |||||||||||||||||||||||||||
|
|
(1)
|
Annual fixed
interest rate as of December 31,
2008.
|
|
h) Noncurrent
salaries and social security:
|
||||||||||||
|
Defined
– benefit obligations and other benefits
|
||||||||||||
|
2008
|
2007
|
2006
|
||||||||||
|
Net present
value of obligations
|
117 | 472 | 480 | |||||||||
|
Fair value of
assets
|
- | (247 | ) | (226 | ) | |||||||
|
Deferred
actuarial losses
|
(1 | ) | (61 | ) | (52 | ) | ||||||
|
Recognized
net liabilities
|
116 | 164 | 202 | |||||||||
8
|
Changes
in the fair value of the defined-benefit obligations
|
2008
|
2007
|
2006
|
|||||||||
|
Liabilities
at the beginning of the year
|
472 | 480 | 501 | |||||||||
|
Settlement of
obligations - Prudential (Note 1.c)
|
(319 | ) | - | - | ||||||||
|
Translation
differences
|
16 | 15 | 5 | |||||||||
|
Service
cost
|
1 | 1 | 3 | |||||||||
|
Interest
cost
|
10 | 28 | 28 | |||||||||
|
Actuarial
losses
|
16 | 25 | 6 | |||||||||
|
Benefits paid
and settlements
|
(79 | ) | (77 | ) | (63 | ) | ||||||
|
Liabilities
at the end of the year
|
117 | 472 | 480 | |||||||||
|
Changes
in the fair value of the plan assets
|
2008
|
2007
|
2006
|
|||||||||
|
Fair value of
assets at the beginning of the year
|
247 | 226 | 199 | |||||||||
|
Settlement of
obligations - Prudential (Note 1.c)
|
(242 | ) | - | - | ||||||||
|
Translation
differences
|
- | 7 | 2 | |||||||||
|
Expected
return on assets
|
- | 17 | 15 | |||||||||
|
Actuarial
(losses) gains
|
- | (1 | ) | 8 | ||||||||
|
Employer and
employees contributions
|
19 | 60 | 50 | |||||||||
|
Benefits paid
and settlements
|
(24 | ) | (62 | ) | (48 | ) | ||||||
|
Fair value of
assets at the end of the year
|
- | 247 | 226 | |||||||||
|
Income
(Expense)
|
||||||||||||
|
Amounts
recognized in the Statement of Income
|
2008
|
2007
|
2006
|
|||||||||
|
Service
cost
|
(1 | ) | (1 | ) | (3 | ) | ||||||
|
Interest
cost
|
(10 | ) | (28 | ) | (28 | ) | ||||||
|
Expected
return on assets
|
- | 17 | 15 | |||||||||
|
Actuarial
losses recognized in the year
|
- | (1 | ) | (2 | ) | |||||||
|
Gains
(losses) on settlements
|
29 | (8 | ) | (4 | ) | |||||||
|
Total
recognized as other expense, net (Note 2.i)
|
18 | (21 | ) | (22 | ) | |||||||
|
Actuarial
assumptions
|
2008
|
2007
|
2006
|
|||||||||
|
Discount
rate
|
6.2% | 6.5% | 6% | |||||||||
|
Expected
return on assets
|
N/A | 7% | 7% | |||||||||
|
Expected
increase on salaries
|
N/A | N/A | 5.5% | |||||||||
9
Consolidated
Statement of Income as of December 31, 2008 and Comparative
Information
|
Income
(Expense)
|
||||||||||||
|
i)
Other expense, net:
|
2008
|
2007
|
2006
|
|||||||||
|
Reserve for
pending lawsuits and other claims
|
(104 | ) | (194 | ) | (173 | ) | ||||||
|
Environmental
remediation - YPF Holdings Inc.
|
(303 | ) | (206 | ) | (136 | ) | ||||||
|
Defined
benefit pension plans and other postretirement benefits
(Nota
2.h)
|
18 | (21 | ) | (22 | ) | |||||||
|
Miscellaneous
|
13 | (18 | ) | 127 | ||||||||
| (376 | ) | (439 | ) | (204 | ) | |||||||
|
3.
|
COMMITMENTS
AND CONTINGENCIES IN CONTROLLED
COMPANIES
|
Laws and
regulations relating to health and environmental quality in the United States of
America affect nearly all the operations of YPF Holdings Inc. These laws and
regulations set various standards regulating certain aspects of health and
environmental quality, provide for penalties and other liabilities for the
violation of such standards and establish in certain circumstances remedial
obligations.
YPF Holdings Inc.
believes that its policies and procedures in the area of pollution control,
product safety and occupational health are adequate to prevent unreasonable risk
of environmental and other damage, and of resulting financial liability, in
connection with its business. Some risk of environmental and other damage is,
however, inherent in particular operations of YPF Holdings Inc. and, as
discussed below, Maxus Energy Corporation (“Maxus”) and Tierra Solutions Inc.
(“Tierra”), both controlled by YPF Holdings Inc., could have certain potential
liabilities associated with operations of Maxus’ former chemical
subsidiary.
YPF Holdings Inc.
cannot predict what environmental legislation or regulations will be enacted in
the future or how existing or future laws or regulations will be administered or
enforced. Compliance with more stringent law regulations, as well as more
vigorous enforcement policies of the regulatory agencies, could in the future
require material expenditures by YPF Holdings Inc. for the installation and
operation of systems and equipment for remedial measures, possible dredging
requirements, among other things. Also, certain laws allow for recovery of
natural resource damages from responsible parties and ordering the
implementation of interim remedies to abate an imminent and substantial
endangerment to the environment. Potential expenditures for any such actions
cannot be reasonably estimated.
In the following
discussion, references to YPF Holdings Inc. include, as appropriate and solely
for the purpose of this information, references to Maxus and
Tierra.
In connection with
the sale of Maxus’ former chemical subsidiary, Diamond Shamrock Chemicals
Company (“Chemicals”) to Occidental Petroleum Corporation (“Occidental”) in
1986, Maxus agreed to indemnify Chemicals and Occidental from and against
certain liabilities relating to the business or activities of Chemicals prior to
the selling date, September 4, 1986 (the “selling date”), including
environmental liabilities relating to chemical plants and waste disposal sites
used by Chemicals prior to the selling date.
As of December 31,
2008, reserves for the environmental contingencies and other claims totaled
approximately 624. YPF Holdings Inc.’s Management believes it has adequately
reserved for all environmental contingencies, which are probable and can be
reasonably estimated; however, changes in circumstances, including new
information or new requirements of governmental entities, could
result in changes, including additions, to such reserves in the future. The most
significant contingencies are described in the following
paragraphs:
10
Newark, New Jersey. A consent
decree, previously agreed upon by the U.S. Environmental Protection Agency
(“EPA”), the New Jersey Department of Environmental Protection and Energy
(“DEP”) and Occidental, as successor to Chemicals, was entered in 1990 by the
United States District Court of New Jersey and requires implementation of a
remedial action plan at Chemical’s former Newark, New Jersey agricultural
chemicals plant. The approved remedy has been completed and paid for by Tierra.
This project is in the operation and maintenance phase. YPF Holdings Inc. has
reserved approximately 51 as of December 31, 2008, in connection with such
activities.
Passaic River, New Jersey.
Studies have indicated that sediments of the Newark Bay watershed, including the
Passaic River adjacent to the former Newark plant, are contaminated with
hazardous chemicals from many sources. These studies suggest that older and more
contaminated sediments located adjacent to the former Newark plant generally are
buried under more recent sediments deposits. Maxus, forced to act on behalf of
Occidental, negotiated an agreement with the EPA under which Tierra has
conducted further testing and studies near the plant site. While some work
remains in a pending state, these studies were substantially completed in
2005.
In
addition:
|
|
-
|
YPF Holdings
Inc. has been conducting similar studies under their own auspices for
several years.
|
|
|
-
|
The EPA and
other agencies are addressing the lower Passaic River in a joint federal,
state, local and private sector cooperative effort designated as the Lower
Passaic River Restoration Project (“PRRP”). Tierra, along with other
entities, participated in an initial remedial investigation and
feasibility study (“RIFS”) in connection with the PRRP. The parties are
discussing the possibility of further work with the EPA. The entities have
agreed the allocations of costs associated with the RIFS, based on a
number of considerations.
|
|
|
-
|
In 2003, the
DEP issued Directive No. 1 to Occidental and Maxus and certain of their
respective related entities as well as other third parties. Directive No.
1 seeks to address natural resource damages allegedly resulting from
almost 200 years of historic industrial and commercial development along a
portion of the Passaic River and a part of its watershed. Directive No. 1
asserts that the named entities are jointly and severally liable for the
alleged natural resource damages without regard to fault. The DEP has
asserted jurisdiction in this matter even though all or part of the lower
Passaic River has been designated as a Superfund site and is a subject of
the PRRP. Directive No. 1 calls for the following actions: interim
compensatory restoration, injury identification, injury quantification and
value determination. Maxus and Tierra responded to Directive No. 1 setting
forth good faith defenses. Settlement discussions between the DEP and the
named entities have been hold, however, no agreement has been reached or
is assured.
|
|
|
-
|
In 2004, the
EPA and Occidental entered into an administrative order on consent (the
“AOC”) pursuant to which Tierra (on behalf of Occidental) has agreed to
conduct testing and studies to characterize contaminated sediment and
biota in the Newark bay. The initial field work on this study, which
includes testing in the Newark Bay, has been substantially completed.
Discussions with the EPA regarding additional work that might be required
are underway. EPA has notified other companies in relation to the
contamination of the Newark Bay. Additionally, Tierra, acting on behalf of
Occidental, is performing a separate RIFS to characterize sediment
contamination and evaluate remediations, if necessary, in certain portions
of the Hackensack River, the Arthur Kill River and the Kill van Kull
River. Tierra has reached an agreement with five of these parties to share
and contribute toward Newark Bay study costs, and is continuing to
negotiate with other involved
parties.
|
|
|
-
|
-In
December 2005, the DEP issued a directive to Tierra, Maxus and Occidental
directing said parties to pay the State of New Jersey’s cost of developing
a Source Control Dredge Plan focused on allegedly dioxin – contaminated
sediment in the lower six–mile portion of the Passaic River. The
development of this plan is estimated by the DEP to cost approximately US$
2 million. This directive was issued even though this portion of the lower
Passaic River is a subject of the PRRP. The DEP has advised the
|
11
|
recipients
that (a) it is engaged in discussions with the EPA regarding the subject
matter of the directive, and (b) they are not required to respond to the
directive until otherwise notified. Additionally, in December 2005, the
DEP sued YPF Holdings Inc., Tierra, Maxus and other several companies,
besides to Occidental, in connection with the dioxin contamination
allegedly emanating from Chemicals’ former Newark plant and contaminating
the lower portion of the Passaic River, Newark Bay, other nearby waterways
and surrounding areas. The DEP seeks remediation of natural resources
damaged and punitive damages and other matters. The defendants have made
responsive pleadings and filings. The Court denied motions to dismiss by
Occidental Chemical Corporation, Tierra and Maxus. The DEP filed its
Second Amended Complaint in April 2008. YPF filed a motion to dismiss for
lack of personal jurisdiction. The motion mentioned previously was denied
in September, 2008, and the denial was confirmed by the Court of Appeal.
Notwithstanding, the Court denied to plaintiffs' motion to bar third party
practice and allowed defendants to file third-party complaints. Therefore,
in February 2009, all of those companies and governmental entities
(including certain municipalities) which could have contributed in
polluting the area, received a
citation.
|
|
|
-
|
In June 2007,
EPA released a draft Focused Feasibility Study (the “FFS”) that outlines
several alternatives for remedial action in the lower eight miles of the
Passaic River. These alternatives range from no action, which would result
in comparatively little cost, to extensive dredging and capping, which
according to the draft FFS, EPA estimated could cost from US$ 0.9 billion
to US$ 2.3 billion and are all described by EPA as involving proven
technologies that could be carried out in the near term, without extensive
research. Tierra, in conjunction with the other parties of the PRRP group,
submitted comments on the legal and technical defects of the draft FFS to
EPA, as did other interested parties. In light of these comments, EPA
decided to initiate his review and informed that a revised remedy proposal
will be forthcoming during 2009.
|
|
|
-
|
In August
2007, the National Oceanic Atmospheric Administration (“NOAA”) sent a
letter to the parties of the PRRP group, including Tierra and Occidental,
requesting that the group enters into an agreement to conduct a
cooperative assessment of natural resources damages in the Passaic River
and Newark Bay. The PRRP group has declined to do so at this time, citing
concerns with matters such as the FFS being revised by EPA as described
above. Tierra, together with several other members, has entered into
discussions concerning possible studies to be undertaken. In January 2008,
the NOAA sent a letter to YPF S.A., YPF Holdings Inc., CLH Holdings Inc.
and other entities, designating them as potentially responsible parties
(“PRP”). Such letters have been responded, rejecting the designation as
PRP. In November 2008, Tierra and Occidental entered into an agreement
with the NOAA to fund a portion of the costs it has incurred and to
conduct certain assessment activities during 2009. Approximately 20 other
PRRP members have also entered into similar
agreements.
|
|
|
-
|
In June 2008,
the EPA, Occidental, and Tierra entered into an AOC, pursuant to which
Tierra (on behalf of Occidental) will undertake a removal action of
sediment from the Passaic River in the vicinity of the former Diamond
Alkali facility. This action will result in the removal of approximately
200,000 cubic yards of sediment, which will be carried out in two
different phases. The first phase, which is scheduled to begin in 2010,
encompasses the removal of 40,000 cubic yards of sediments and is expected
to be completed in nine months. The first phase estimated cost is
approximately US$ 45 million. The second phase involves the removal of
approximately 160,000 cubic yards of sediment. This second phase will
start once the first phase is completed. Pursuant to the AOC, the EPA has
required the constitution of a trust fund of US$ 80 million for the
performance of the removal work. As of December 31, 2008, an initial
deposit of US$ 2 million has been deposited and an additional US$ 10
million must be contributed every six months, until the completion of the
US$ 80 million. During the removal action, contaminants not produced by
the former Diamond Alkali plant, such as PCBs and mercury, will
necessarily be removed along with dioxin. Although having recognized the
estimated costs related to all works mentioned above, YPF Holdings and its
subsidiaries may seek cost recovery from the parties responsible for such
contamination, provided contaminants’ origins were not from the Diamond
Alkali plant. However, as of December 31, 2008, it is not possible to make
any predictions regarding the likelihood of success or the funds
potentially recoverable in a cost-recovery
action.
|
12
As of December 31,
2008, there are approximately 296 reserved in connection with the foregoing
matters related to the Passaic River and surrounding area, comprising the
estimated costs for studies, the YPF Holdings Inc.’s best estimate of the cash
flows it could incur in connection with remediation activities considering the
studies performed by Tierra, the estimated costs related to the agreement, and
in addition certain other matters related to Passaic River and the Newark Bay.
However, it is possible that other works, including interim remedial measures,
may be ordered. In addition, the development of new information on the
imposition of natural resource damages, or remedial actions differing from the
scenarios that YPF Holdings Inc. has evaluated could result in additional costs
to the amount currently reserved.
Hudson County, New Jersey.
Until 1972, Chemicals operated a chromite ore processing plant at Kearny, New
Jersey (“Kearny Plant”). According to the
DEP, wastes from these ore processing operations were used as fill material at a
number of sites in and near Hudson County. The DEP and Occidental, as successor
to Chemicals, signed an administrative consent order with the DEP in 1990 for
investigation and remediation work at certain chromite ore residue sites in
Kearny and Secaucus, New Jersey.
Tierra, on behalf
of Occidental, is presently performing the work and funding Occidental’s share
of the cost of investigation and remediation of these sites and is providing
financial assurance in the amount of US$ 20 million for performance of the
work. The ultimate cost of remediation is uncertain. Tierra submitted its
remedial investigation reports to the DEP in 2001, and the DEP continues to
review the report.
Additionally, in
May 2005, the DEP took two actions in connection with the chrome sites in Hudson
and Essex Counties. First, the DEP issued a directive to Maxus, Occidental and
two other chromium manufacturers directing them to arrange for the cleanup of
chromite ore residue at three sites in New Jersey City and the conduct of a
study by paying the DEP a total of US$ 20 million. While YPF Holdings Inc.
believes that Maxus is improperly named and there is little or no evidence that
Chemicals’ chromite ore residue was sent to any of these sites, the DEP claims
these companies are jointly and severally liable without regard to fault.
Second, the State of New Jersey filed a lawsuit against Occidental and two other
entities in state court in Hudson County seeking, among other things, cleanup of
various sites where chromite ore residue is allegedly located, recovery of past
costs incurred by the state at such sites (including in excess of
US$ 2 million allegedly spent for investigations and studies) and,
with respect to certain costs at 18 sites, treble damages. The DEP claims that
the defendants are jointly and severally liable, without regard to fault, for
much of the damages alleged. In February 2008, the parties reached an agreement
for which Tierra will pay US$ 5 million and will perform remediation works
in three sites, with a total cost of approximately US$ 2 million. As a
result YPF Holdings Inc. has reserved 24 (which are included in the amount of
103 disclosed in the following paragraphs).
In November 2005,
several environmental groups sent a notice of intent to sue the owners of the
properties adjacent to the former Kearny Plant (the “Adjacent Property”),
including among others Tierra, under the Resource Conservation and Recovery Act.
The stated purpose of the lawsuit, if filed, would be to require the noticed
parties to carry out measures to abate alleged endangerments to health and the
environment emanating from the Adjacent Property. The parties have entered into
an agreement that addresses the concerns of the environmental groups, and these
groups have agreed, at least for now, not to file suit.
Pursuant to a
request of the DEP, in the second half of 2006, Tierra and other parties tested
the sediments in a portion of the Hackensack River near the former Kearny Plant.
Whether additional work will be required, is expected to be determined once the
results of this testing have been analyzed.
In March 2008, the
DEP approved an interim response action workplan for work to be performed at the
Kearny Plant by Tierra and the Adjacent Property by Tierra in conjunction with
other parties. As a result YPF Holdings Inc. has reserved 27 (which are included
in the amount of 103 disclosed in the following paragraphs).
As of December 31,
2008, there are approximately 103 reserved in connection with the foregoing
chrome-related matters. The study of the levels of chromium in New Jersey has
not been finalized, and the DEP is
13
still reviewing the
proposed actions. The cost of addressing these chrome-related matters could
increase depending upon the final soil actions, the DEP’s response to Tierra’s
reports and other developments.
Painesville, Ohio. In
connection with the operation until 1976 of one chromite ore processing plant
(“Chrome Plant”), from Chemicals, the Ohio Environmental Protection Agency
(“OEPA”) ordered to conduct a RIFS at the former Painesville’s Plant area.
Tierra has agreed to participate in the RIFS as required by the OEPA. Tierra
submitted the remedial investigation report to the OEPA, which report was
finalized in 2003. Tierra is submitting required feasibility reports separately.
In addition, the OEPA has approved certain work, including the remediation of
specific sites within the former Painesville Works area and work associated with
the development plans discussed below (the “Remediation Work”). The Remediation
Work has begun. As the OEPA approves additional projects for the site of the
former Painesville Works, additional amounts will need to be
reserved.
Over ten years ago,
the former Painesville Works site was proposed for listing on the national
Priority List under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (“CERCLA”); however, the EPA has stated that
the site will not be listed so long as it is satisfactorily addressed pursuant
to the Director’s Order and OEPA’s programs. As of the date of issuance of these
financial statements, the site has not been listed. YPF Holdings Inc. has
reserved a total of 15 as of December 31, 2008 for its estimated share of the
cost to perform the RIFS, the remediation work and other operation and
maintenance activities at this site. The scope and nature of any further
investigation or remediation that may be required cannot be determined at this
time; however, as the RIFS progresses, YPF Holdings Inc. will continuously
assess the condition of the Painesville’s plants works site and make any
required changes, including additions, to its reserve as may be
necessary.
Third Party Sites. Pursuant
to settlement agreements with the Port of Houston Authority and other parties,
Tierra and Maxus are participating (on behalf of Chemicals) in the remediation
of property required Chemicals’ former Greens Bayou facility where DDT and
certain other chemicals were manufactured. As of December 31, 2008, YPF Holdings
Inc. has reserved 43 for its estimated share of future remediation activities
associated with the Greens Bayou facility. Additionally, negotiations have been
initiated in connection with claims for natural resources damages. The amount of
natural resources damages and the party’s obligations in respect thereof are
unknown at the present time.
In June 2005, the
EPA designated Maxus as a PRP at the Milwaukee Solvay Coke & Gas site in
Milwaukee, Wisconsin. The basis for this designation is Maxus alleged status as
the successor to Pickands Mather & Co. and Milwaukee Solvay Coke Co.,
companies that the EPA has asserted are former owners or operators of such site.
Preliminarily works in connection with the RIFS of this site commenced in the
second half of 2006. YPF Holdings Inc. has reserved 1 as of December 31, 2008
for its estimated share of the costs of the RIFS. YPF Holdings Inc. lacks
sufficient information to determine additional costs, if any; it might have in
respect of this site.
Maxus has agreed to
defend Occidental, as successor to Chemicals, in respect of the Malone Services
Company Superfund site in Galveston County, Texas. This site is a former waste
disposal site where Chemicals is alleged to have sent waste products prior to
September 1986. It is the subject of enforcement activities by the EPA. Although
Occidental is one of many PRPs that have been identified and have agreed to an
AOC, Tierra (which is handling this matter on behalf of Maxus) presently
believes the degree of Occidental’s alleged involvement as successor to
Chemicals is relatively small. Chemicals has also been designated as a PRP with
respect to a number of third party sites where hazardous substances from
Chemicals’ plant operations allegedly were disposed or have come to be located.
At several of these, Chemicals has no known vinculation. Although PRPs are
typically jointly and severally liable for the cost of investigations, cleanups
and other response costs, each has the right of contribution from other PRPs
and, as a practical matter, cost sharing by PRPs is usually effected by
agreement among them. As of December 31, 2008, YPF Holdings Inc. has reserved 10
in connection with its estimated share of costs related to certain sites and the
ultimate cost of other sites cannot be estimated at the present
time.
Black Lung Benefits Act
Liabilities. The Black Lung Benefits Act provides monetary and medical
benefits to miners disabled with a lung disease, and also provides benefits to
the dependents of deceased miners if
14
black lung disease
caused or contributed to the miner’s death. As a result of the operations of its
coal-mining subsidiaries, YPF Holdings Inc. is required to provide insurance of
this benefit to former employees and their dependents. As of December 31, 2008,
YPF Holdings Inc. has reserved 33 in connection with its estimate of these
obligations.
Legal Proceedings. In 2001,
the Texas State Controller assessed Maxus approximately US$ 1 million in
Texas state sales taxes for the period of September 1, 1995 through December 31,
1998, plus penalty and interest. In August 2004, the administrative law judge
issued a decision affirming approximately US$ 1 million of such assessment,
plus penalty and interest. YPF Holdings Inc. believes the decision is erroneous,
but has paid the revised tax assessment, penalty and interest (a total of
approximately US$ 2 million under protest). Maxus filed a suit in Texas
state court in December 2004 challenging the administrative decision. The matter
will be reviewed by a trial de novo in the court action.
In 2002, Occidental
sued Maxus and Tierra in state court in Dallas, Texas seeking a declaration that
Maxus and Tierra have the obligation under the agreement pursuant to which Maxus
sold Chemicals to Occidental to defend and indemnify Occidental from and against
certain historical obligations of Chemicals, including claims related to “Agent
Orange” and Vinyl Chloride Monomer (“VCM”), notwithstanding the fact that said
agreement contains a 12-year cut-off for defense and indemnity obligations with
respect to most litigation. Tierra was dismissed as a party, and the matter was
tried in May 2006. The trial court decided that the 12-year cut-off period did
not apply and entered judgment against Maxus. This decision was affirmed by the
Court of Appeals in February 2008. Maxus has petitioned the Supreme Court of
Texas for review. This lawsuit was denied. This decision will require Maxus to
accept responsibility of various matters which it has refused indemnification
since 1998 which could result in the incurrence of costs in addition to YPF
Holdings Inc.’s current reserves for this matter. However, Maxus believes that
its current reserves according to the available information to the date of the
financial statements are adequate for these costs. As of December 31, 2008 YPF
Holdings Inc. has reserved approximately 57 in respect to this
matter.
In March 2005,
Maxus agreed to defend Occidental, as successor to Chemicals, in respect of an
action seeking the contribution of costs incurred in connection with the
remediation of the Turtle Bayou waste disposal site in Liberty County, Texas.
The plaintiffs alleged that certain wastes attributable to Chemicals found their
way to the Turtle Bayou site. Trial for this matter was bifurcated, and in the
liability phase Occidental and other parties were found severally, and not
jointly, liable for waste products disposed of at this site. Trial in the
allocation phase of this matter was completed in the second quarter of 2007, and
the court has entered a decision setting Occidental’s liability at 15.96% of
those costs incurred by one of the plaintiffs. Occidental’s motion has been
filed with the court. That decision was appealed, and the parties are awaiting
the court’s decision. As of December 31, 2008, YPF Holdings Inc. has reserved 13
in respect of this matter.
YPF Holdings Inc.,
including its subsidiaries, is a party to various other lawsuits, the outcomes
of which are not expected to have a material adverse effect on YPF’s financial
condition. YPF Holdings Inc. reserves legal contingences that are probable and
can be reasonably estimated.
YPF Holdings Inc.
has entered into various operating agreements and capital commitments associated
with the exploration and development of its oil and gas properties which are not
material except those for the “Neptune Project”. Total commitments related to
the development of the Neptune Project amounts to US$ 31
million.
15
|
4.
|
CONSOLIDATED
BUSINESS SEGMENT INFORMATION
|
The Company
organizes its business into four segments which comprise: the exploration and
production, including purchases of natural gas and crude oil purchases arising
from service contracts and concession obligations, as well as crude oil
intersegment sales, natural gas and its derivatives sales and electric power
generation (“Exploration and Production”); the refining, transport,
purchase and marketing of crude oil to unrelated parties and refined products
(“Refining and Marketing”); the petrochemical
operations (“Chemical”); and other activities, not
falling into these categories, are classified under “Corporate and Other”, which
principally includes corporate administration costs and assets and construction
activities.
Operating income
(loss) and assets for each segment have been determined after intersegment
adjustments.
|
Exploration
and Production
|
Refining
and Marketing
|
Chemical
|
Corporate
and
Other
|
Consolidation
Adjustments
|
Total
|
|||||||||||||||||||
|
Year
ended December 31, 2008
|
||||||||||||||||||||||||
|
Net sales to
unrelated parties
|
4,016 | 25,364 | 2,829 | 219 | - | 32,428 | ||||||||||||||||||
|
Net sales to
related parties
|
939 | 1,508 | - | - | - | 2,447 | ||||||||||||||||||
|
Net
intersegment sales
|
12,663 | 1,145 | 1,094 | 461 | (15,363 | ) | - | |||||||||||||||||
|
Net
sales
|
17,618 | 28,017 | 3,923 | 680 | (15,363 | ) | 34,875 | |||||||||||||||||
|
Operating
income (loss)
|
3,315 | 3,089 | 1,178 | (815 | ) | (102 | ) | 6,665 | ||||||||||||||||
|
Income on
long-term investments
|
67 | 16 | - | - | - | 83 | ||||||||||||||||||
|
Depreciation
|
4,111 | 467 | 119 | 78 | - | 4,775 | ||||||||||||||||||
|
Acquisitions
of fixed assets
|
6,290 | 1,013 | 148 | 511 | - | 7,962 | ||||||||||||||||||
|
Assets
|
21,755 | 10,286 | 2,295 | 5,224 | (481 | ) | 39,079 | |||||||||||||||||
|
Year
ended December 31, 2007
|
||||||||||||||||||||||||
|
Net sales to
unrelated parties
|
3,288 | 20,375 | 2,563 | 109 | - | 26,335 | ||||||||||||||||||
|
Net sales to
related parties
|
724 | 2,045 | - | - | - | 2,769 | ||||||||||||||||||
|
Net
intersegment sales
|
14,056 | 1,858 | 892 | 440 | (17,246 | ) | - | |||||||||||||||||
|
Net
sales
|
18,068 | 24,278 | 3,455 | 549 | (17,246 | ) | 29,104 | |||||||||||||||||
|
Operating
income (loss)
|
5,679 | 1,234 | 500 | (620 | ) | (136 | ) | 6,657 | ||||||||||||||||
|
Income on
long-term investments
|
18 | 16 | - | - | - | 34 | ||||||||||||||||||
|
Depreciation
|
3,616 | 377 | 92 | 54 | - | 4,139 | ||||||||||||||||||
|
Acquisitions
of fixed assets
|
4,861 | 898 | 143 | 314 | - | 6,216 | ||||||||||||||||||
|
Assets
|
19,893 | 11,199 | 2,220 | 5,421 | (631 | ) | 38,102 | |||||||||||||||||
|
Year
ended December 31, 2006
|
||||||||||||||||||||||||
|
Net sales to
unrelated parties
|
3,076 | 17,651 | 2,401 | 109 | - | 23,237 | ||||||||||||||||||
|
Net sales to
related parties
|
774 | 1,624 | - | - | - | 2,398 | ||||||||||||||||||
|
Net
intersegment sales
|
14,033 | 1,526 | 647 | 282 | (16,488 | ) | - | |||||||||||||||||
|
Net
sales
|
17,883 | 20,801 | 3,048 | 391 | (16,488 | ) | 25,635 | |||||||||||||||||
|
Operating
income (loss)
|
6,564 | 258 | 572 | (540 | ) | 29 | 6,883 | |||||||||||||||||
|
Income on
long-term investments
|
167 | 16 | - | - | - | 183 | ||||||||||||||||||
|
Depreciation
|
3,263 | 329 | 85 | 41 | - | 3,718 | ||||||||||||||||||
|
Acquisitions
of fixed assets
|
4,886 | 733 | 137 | 176 | - | 5,932 | ||||||||||||||||||
|
Assets
|
18,987 | 9,349 | 1,876 | 6,049 | (867 | ) | 35,394 | |||||||||||||||||
Export sales, net
of withholdings taxes, for the years ended December 31, 2008, 2007 and 2006 were
7,228, 8,400 and 8,649, respectively. Export sales were mainly to the United
States of America, Brazil and Chile.
16
Schedule
I
Exhibit
A
English translation
of the financial statements originally filed in Spanish with the Argentine
Securities Commission (“CNV”),
except for the
inclusion of Note 13 to the primary financial statements in the English
translation.
In
case of discrepancy, the financial statements filed with the CNV prevail over
this translation.
YPF
SOCIEDAD ANONIMA AND CONTROLLED AND JOINTLY CONTROLLED COMPANIES
CONSOLIDATED
BALANCE SHEET AS OF DECEMBER 31, 2008 AND COMPARATIVE INFORMATION
FIXED
ASSETS EVOLUTION
(amounts expressed
in millions of Argentine pesos – Note 1 to the primary financial
statements)
|
2008
|
||||||||||||||||||||
|
Cost
|
||||||||||||||||||||
|
Main
account
|
Amounts
at beginning
of
year
|
Translation
net
effect (5)
|
Increases
|
Net
decreases,
transfers
and reclassifications
|
Amounts
at
end
of year
|
|||||||||||||||
|
Land and
buildings
|
2,391 | - | 1 | 116 | 2,508 | |||||||||||||||
|
Mineral
property, wells and related equipments
|
51,595 | 56 | 1,038 | 4,899 | 57,588 | |||||||||||||||
|
Refinery
equipment and petrochemical plants
|
9,227 | - | 42 | 974 | 10,243 | |||||||||||||||
|
Transportation
equipment
|
1,887 | - | 3 | 66 | 1,956 | |||||||||||||||
|
Materials and
equipments in warehouse
|
791 | - | 828 | (792 | ) | 827 | ||||||||||||||
|
Drilling and
work in progress
|
4,617 | - | 5,492 | (5,770 | ) | 4,339 | ||||||||||||||
|
Exploratory
drilling in progress
|
147 | - | 322 | (353 | ) | 116 | ||||||||||||||
|
Furniture,
fixtures and installations
|
622 | - | 4 | 123 | 749 | |||||||||||||||
|
Selling
equipment
|
1,406 | - | 1 | 49 | 1,456 | |||||||||||||||
|
Other
property
|
377 | - | 231 | (26 | ) | 582 | ||||||||||||||
|
Total
2008
|
73,060 | 56 | 7,962 | (2)(7) | (714 | )(1) | 80,364 | |||||||||||||
|
Total
2007
|
61,939 | 10 | 6,216 | (2) | 4,895 | (1)(6) | 73,060 | |||||||||||||
|
Total
2006
|
61,812 | 2 | 5,932 | (2) | (5,807 | )(1)(6) | 61,939 | |||||||||||||
|
2008
|
2007
|
2006
|
||||||||||||||||||||||||||||||
|
Depreciation
|
||||||||||||||||||||||||||||||||
|
Main
account
|
Accumulated
at
beginning
of
year
|
Net
decreases,
transfers
and
reclassifications
|
Depreciation
rate
|
Increases
|
Accumulated
at
the end of
year
|
Net
book
value
|
Net
book
value
|
Net
book
value
|
||||||||||||||||||||||||
|
Land
and buildings
|
1,108 | (2 | ) | 2 | % | 57 | 1,163 | 1,345 | 1,283 | 1,273 | ||||||||||||||||||||||
|
Mineral
property, wells and related equipments
|
37,131 | (43 | ) | (4) | 4,058 | 41,146 | 16,442 | (3) | 14,464 | (3) | 13,038 | (3) | ||||||||||||||||||||
|
Refinery
equipment and petrochemical plants
|
6,139 | (6 | ) | 4 - 10 | % | 459 | 6,592 | 3,651 | 3,088 | 2,857 | ||||||||||||||||||||||
|
Transportation
equipment
|
1,324 | (3 | ) | 4 - 5 | % | 62 | 1,383 | 573 | 563 | 577 | ||||||||||||||||||||||
|
Materials
and equipment in warehouse
|
- | - | - | - | - | 827 | 791 | 611 | ||||||||||||||||||||||||
|
Drilling
and work in progress
|
- | - | - | - | - | 4,339 | 4,617 | 3,569 | ||||||||||||||||||||||||
|
Exploratory
drilling in progress
|
- | - | - | - | - | 116 | 147 | 135 | ||||||||||||||||||||||||
|
Furniture,
fixtures and installations
|
523 | (1 | ) | 10 | % | 66 | 588 | 161 | 99 | 77 | ||||||||||||||||||||||
|
Selling
equipment
|
1,056 | - | 10 | % | 59 | 1,115 | 341 | 350 | 340 | |||||||||||||||||||||||
|
Other
property
|
298 | (8 | ) | 10 | % | 14 | 304 | 278 | 79 | 85 | ||||||||||||||||||||||
|
Total
2008
|
47,579 | (63 | )(1) | 4,775 | 52,291 | 28,073 | ||||||||||||||||||||||||||
|
Total
2007
|
39,377 | 4,063 | (1)(6) | 4,139 | 47,579 | 25,481 | ||||||||||||||||||||||||||
|
Total
2006
|
39,803 | (4,144 | )(1)(6) | 3,718 | 39,377 | 22,562 | ||||||||||||||||||||||||||
|
(1)
|
Includes 4,
118 and 194 of net book value charged to fixed assets allowances for the
year ended December 31, 2008, 2007 and 2006,
respectively.
|
|
(2)
|
Includes
444,53 and 930 corresponding to the cost of hydrocarbon wells abandonment
obligations for the year ended December 31, 2008, 2007 and 2006,
respectively.
|