|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
|
|
Class “A” Shares, par value Ps.1.00 each
|
|
|||
Class “B” Shares, par value Ps.1.00 each
|
|
|||
Total(1)
|
|
Yes
|
☐
|
|
☒
|
Yes
|
☐
|
|
☒
|
|
☒
|
No
|
☐
|
|
☒
|
No
|
☐
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer | ☐ | |||
|
|
|
|
Emerging growth
company
|
|
U.S. GAAP
|
☐
|
|
☒
|
Other
|
☐
|
Item 17
|
☐
|
Item 18
|
☐
|
Yes
|
No
|
☒
|
I
|
|||
V
|
|||
1
|
|||
Item 1.
|
1
|
||
Item 2.
|
1
|
||
Item 3.
|
1
|
||
Item 4.
|
49
|
||
Item 4A.
|
107
|
||
Item 5.
|
107
|
||
Item 6.
|
141
|
||
Item 7.
|
156
|
||
Item 8.
|
162
|
||
Item 9.
|
167
|
||
Item 10.
|
169
|
||
Item 11.
|
201
|
||
Item 12.
|
201
|
||
203
|
|||
Item 13.
|
203
|
||
Item 14.
|
203
|
||
Item 15.
|
203
|
||
Item 16.
|
204
|
||
Item 16A.
|
204
|
||
Item 16B.
|
204
|
||
Item 16C.
|
204
|
||
Item 16D.
|
205
|
||
Item 16E.
|
205
|
||
Item 16F.
|
205
|
||
Item 16G.
|
205
|
||
Item 16H.
|
207
|
||
Item 16I.
|
207
|
||
Item 16J.
|
207
|
||
Item 16K.
|
207
|
||
208
|
|||
Item 17.
|
208
|
||
Item 18.
|
209
|
||
Item 19.
|
209
|
Pesos per U.S. dollar
|
||||||||||||||||
High
|
Low
|
Average
|
Period end
|
|||||||||||||
Most recent six months:
|
||||||||||||||||
December 2023
|
808.45
|
361.10
|
643.07
|
808.45
|
||||||||||||
January 2024
|
826.40
|
810.70
|
818.27
|
826.40
|
||||||||||||
February 2024
|
842.20
|
826.90
|
834.88
|
842.20
|
||||||||||||
March 2024
|
858.00
|
842.50
|
850.18
|
858.00
|
||||||||||||
April 2024 (until 22nd)
|
872.00
|
861.00
|
866.43
|
872.00 |
||||||||||||
Year ended December 31,
|
||||||||||||||||
2019
|
60.40
|
36.90
|
48.23
|
59.89
|
||||||||||||
2020
|
84.15
|
59.81
|
70.78
|
84.15
|
||||||||||||
2021
|
102.72
|
84.70
|
95.16
|
102.72
|
||||||||||||
2022
|
177.16
|
103.00
|
130.81
|
177.16
|
||||||||||||
2023
|
808.45
|
178.15
|
295.30
|
808.45
|
• |
statements regarding changes in general economic, business, political or other conditions in Argentina and globally, including changes from actions taken by the Argentine government (the “Government”) and changes due to natural and human-induced disasters, 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 Midstream and other Services(“Midstream”) business segment;
|
• |
statements regarding future political developments in Argentina and future developments regarding the license granted to us by Government to provide natural gas transportation services through the exclusive
use of the southern natural gas transportation system in Argentina (“License”), the impact of the adoption of the new revised scheme of tariffs resulting from the renegotiation process of our License
with the Government, regulatory actions by Ente Nacional Regulador del Gas (“ENARGAS”) and other agencies of the Government, the legal framework established by the Federal Energy Bureau and any other
applicable governmental authority that may affect us and our business;
|
• |
with our employees in Argentina;
|
• |
statements and estimates regarding future pipeline expansion and other projects and the cost of, or return to us from, any such expansion or projects;
|
• |
estimates of our future level of capital expenditures and delays in such capital expenditures, including those required by ENARGAS or other governmental authorities for the expansion of our pipeline system or
other purposes, and unscheduled and unexpected expenditures for the repair and maintenance of our fixed or capital assets;
|
• |
statements regarding the ability of companies engaged in the upstream business in the region where we operate to identify drilling locations and prospects for future drilling opportunities, and drill and
develop such locations (such as the Vaca Muerta formation), as well as the Government’s regulations and policies affecting such companies and projects; and
|
• |
the risk factors discussed under “Item 3. Key Information—D. Risk Factors.”
|
Item 1. |
Identity of Directors, Senior Management and Advisers
|
Item 2. |
Offer Statistics and Expected Timetable
|
Item 3. |
Key Information
|
• |
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.
|
‒ |
Our operations are subject to extensive regulation.
|
‒ |
Failure to maintain our relationships with labor unions may have an adverse effect on our business, financial condition, results of operations and prospects.
|
‒ |
Our regulated business is dependent on our ability to maintain our License, which is subject to revocation under some circumstances.
|
‒ |
Our creditors may not be able to enforce their claims against us in Argentina.
|
‒ |
The Government’s strategies, measures and programs with respect to the natural gas transportation industry could materially adversely affect our business, results of operations, financial condition, the value
of our securities and our ability to meet our financial obligations.
|
‒ |
A significant portion of our revenues is generated under natural gas transportation contracts that must be renegotiated and/or extended periodically.
|
‒ |
Our business may require substantial capital expenditures for ongoing maintenance requirements and the expansion of our installed transportation capacity; we could be unable to make such expenditures due to
the lack of financing.
|
‒ |
Our Liquids production depends on the natural gas that arrives at the Cerri Complex through three main pipelines from the Neuquina, Austral and San Jorge natural gas basins. The flow and heating value of this
natural gas are subject to risks that could materially adversely affect our Liquids and midstream business segment.
|
‒ |
Measures taken by the Government may have an adverse effect on the supply of natural gas to the Cerri Complex and the margins we are able to obtain from our Liquids business, which may adversely affect the
results in our Liquids Production and Commercialization segment and, as a result, our overall business and results of operations.
|
‒ |
Fluctuations in market prices and the enactment of new taxes or regulations limiting the sales price of LPG and natural gasoline may affect our Liquids business.
|
‒ |
Our ethane sales depend on the capacity of PBB, as the sole purchaser of our ethane production.
|
‒ |
Measures taken by the Government may have an adverse effect on the flow of natural gas through our midstream (gathering and treatment) facilities, which may adversely affect the results in our midstream
business.
|
‒ |
The affirmative and restrictive covenants in our currently outstanding indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks.
|
‒ |
Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.
|
‒ |
Changes in the interpretation by the courts of labor laws that tend to favor employees could adversely affect our business, results operations and financial condition, the value of our securities, and our
ability to meet our financial obligations.
|
‒ |
We may be exposed to risks related to litigation and administrative proceedings that could materially and adversely affect our business, results of operations and financial condition, the value of our
securities, and our ability to meet our financial obligations in the event of an unfavorable ruling.
|
‒ |
Our operations are subject to environmental, occupational health and safety regulations.
|
‒ |
Our operations could cause environmental risks and any change in environmental laws could increase our operating costs.
|
‒ |
We may face competition.
|
‒ |
Downgrades in our credit ratings could have negative effects on our funding costs and business operations.
|
‒ |
Our business has become dependent on digital technologies to conduct day-to-day operations and we may be subject to cyberattacks or other risks related to new technologies.
|
‒ |
Our natural gas transportation systems, gas gathering and treatment and processing facilities are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our
ability to fulfill our contractual and other commitments and thus adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
|
‒ |
Our business is subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks.
|
‒ |
We are subject to anti-trust, anti-corruption, anti-bribery and anti-money laundering laws. Failure to comply with these laws could result in penalties, which could harm our reputation and have an adverse
effect on our business.
|
‒ |
Our ability to operate our business may suffer if we are unable to retain our employees or attract other skilled employees or contractors.
|
‒ |
Climate change could impact our operating results, access to capital and strategy.
|
‒ |
Our activities are subject to social and reputational risks, including the potential for protests by members of the local communities.
|
‒ |
The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition.
|
• |
Risks Relating to Argentina
|
‒ |
Argentina’s ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business,
results of our operations and growth prospects.
|
‒ |
Argentina’s fiscal situation could limit the country’s access to the capital market and adversely affect the Argentine economy.
|
‒ |
Certain risks inherent to any investment in a company operating in an emerging market such as Argentina.
|
‒ |
Economic volatility in Argentina has adversely affected and may continue to adversely affect our business, results of operations, financial condition, the value of our securities and our ability to meet our
financial obligations.
|
‒ |
The ongoing political instability in Argentina may adversely affect the Argentine economy.
|
‒ |
The impact of the measures adopted or to be adopted after the presidential elections in 2023 is uncertain.
|
‒ |
Public health threats could have an adverse effect on the Argentine economy and on our business, financial condition or results of operations.
|
‒ |
High levels of inflation could negatively affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial obligations.
|
‒ |
Restrictions on transfers of foreign currency and the repatriation of capital from Argentina may impair our ability to pay dividends or imports and investors may face restrictions on their ability collect
capital and interest payments in connection with corporate bonds issued by Argentine companies.
|
‒ |
Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations.
|
‒ |
The impossibility of addressing the actual and potential risks of institutional deterioration and corruption, the economy and the financial situation of Argentina has been affected negatively and could
continue to be.
|
‒ |
Government intervention in the Argentine economy could adversely affect our business, results of operations and financial condition, the value of our securities, and our ability to meet our financial
obligations.
|
‒ |
The Argentine economy may be adversely affected by economic developments in other markets and by more general effects, which could have a material adverse effect on Argentina’s economic growth.
|
‒ |
Argentina’s past default and litigation with holdout bondholders may limit our ability to access international markets.
|
‒ |
A sustained deterioration in the terms of trade given a decline in the global prices for Argentina’s main commodity exports or an increase in the global prices for Argentina’s main commodity imports, as well
as adverse weather conditions affecting the production of Argentina’s main commodity exports, could have an adverse effect on Argentina’s economic growth.
|
‒ |
Further downgrades in the credit rating or rating outlook of Argentina could impact the rating of our securities or adversely affect the market price of our securities.
|
‒ |
The Argentine government may mandate salary increases for private sector employees, which would increase our operating costs.
|
‒ |
Argentine corporations may be restricted from making payments in foreign currencies or from importing certain products.
|
‒ |
The conflict between Russia and Ukraine and between Israel and Iran could adversely affect the global economy, the Argentine economy and our operational results and financial condition.
|
‒ |
We continue operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability since the ongoing military conflict between Russia
and Ukraine, escalation of conflict between Israel and Iran, poor global economic performance, a potential recession looming in the U.S. and Europe and China showing weak growth.
|
• |
Risks Relating to Our Shares and ADSs
|
‒ |
shareholders outside Argentina may face additional investment risk from currency exchange rate fluctuations in connection with their holding of our shares or ADSs represented by ADRs. Exchange controls
imposed by the Government may limit our ability to make payments to the Depositary in U.S. dollars, and thereby limit ADR holders´ability to receive cash dividends in U.S. dollars.
|
‒ |
Our principal shareholders exercise significant control over matters affecting us, and may have interests that differ from those of our other shareholders.
|
‒ |
Sales of a substantial number of shares could decrease the market prices of our shares and the ADRs.
|
‒ |
Under Argentine law, shareholder rights may be fewer or less well defined than in other jurisdictions.
|
‒ |
As a foreign private issuer we are exempt from certain rules that apply to domestic U.S. issuers.
|
‒ |
Changes in Argentine tax laws may adversely affect the tax treatment of our Class B Shares or ADSs.
|
‒ |
Holders of ADRs may be unable to exercise voting rights with respect to our Class B Shares underlying the ADRs at our shareholders’ meetings.
|
‒ |
Holders of ADRs may be unable to exercise preemptive, accretion or other rights with respect to the Class B shares underlying the ADSs.
|
‒ |
The NYSE and/or BYMA may suspend trading and/or delist our ADSs and common shares, respectively, upon occurrence of certain events relating to our financial situation.
|
‒ |
The price of our Class B Shares and the ADSs may fluctuate substantially, and your investment may decline in value; and
|
‒ |
The relative volatility and illiquidity of the Argentine securities markets may substantially limit the ability to sell the Class B Shares underlying the ADSs on the BYMA at the price and time desired by the
shareholder.
|
• |
limitations on our ability to increase prices or to reflect the effects of higher domestic taxes, increases in operating costs or increases in international prices of natural gas and other hydrocarbon fuels
and exchange rate fluctuations on our domestic prices;
|
• |
risks in connection with the former and current incentive programs established by the Government for the oil and gas industry, such as the natural gas additional injection stimulus program and cash collection
of balances with the Government;
|
• |
legislation and regulatory initiatives relating to hydraulic stimulation and other drilling activities for non-conventional oil and gas hydrocarbons, which could increase our cost of doing business or cause
delays and adversely affect our operations; and
|
• |
the implementation or imposition of stricter quality requirements for hydrocarbon products in Argentina.
|
• |
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
|
• |
total or partial interruption of service for reasons attributable to us that affects transportation capacity during the periods stipulated in our License;
|
• |
sale, assignment or transfer of our essential assets or the placing of encumbrances thereon without ENARGAS’s prior authorization, unless such encumbrances serve to finance extensions and improvements to the
gas pipeline system;
|
• |
our bankruptcy, dissolution or liquidation;
|
• |
cessation and abandonment of the provision of the licensed service, an attempt to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or relinquishing
our License, other than in the cases permitted therein; and
|
• |
delegation of the functions granted in such License without the prior authorization of ENARGAS, or the termination of such License without regulatory approval of a license.
|
• |
Argentine natural gas transportation regulations;
|
• |
international oil and gas prices;
|
• |
timing, volume and location of new market demand;
|
• |
competition from alternative energy sources;
|
• |
supply and price of natural gas, mainly in the Austral basin and San Jorge Gulf basin that show sustained declines, in Argentina;
|
• |
demand for natural gas in the markets we serve; and
|
• |
availability and competitiveness of alternative gas transportation infrastructure in the markets we serve.
|
• |
incur or permit to exist certain liens;
|
• |
incur additional indebtedness;
|
• |
pay dividends or make other restricted payments;
|
• |
make capital investments and other investments;
|
• |
enter into sale and lease-back transactions;
|
• |
enter into transactions with affiliates;
|
• |
sell, transfer or otherwise dispose of assets; and
|
• |
consolidate, amalgamate, merge or sell all or substantially all of our assets.
|
• |
inflation, which remains high, and may continue to be high in the future;
|
• |
volatility in real GDP, which according to the restated information released by INDEC grew by 2.7% in 2015, decreased by 2.1% in 2016, grew by 2.7% in 2017, decreased by 2.5% in 2018, decreased by 2.2%, 9,9%
in 2019 and 2020, respectively. In 2021 the GDP increase 10.4% and in 2022 5.2%, decreasing 1.6% in 2023;
|
• |
Argentina’s public debt as a percentage of GDP, which remains high, and as of December 31, 2023, represented approximately 88% of the GDP;
|
• |
the discretionary increase in public expenditures that has resulted (and continues to result) in a fiscal deficit;
|
• |
high unemployment and informal employment rates;
|
• |
high exchange rate volatility;
|
• |
high fiscal and trade deficits;
|
• |
an inability to pay public debt and the reperfilation of debt maturities;
|
• |
limited access to funding in the local and international capital markets;
|
• |
agricultural exports, which fueled the economic recovery, have been affected by drought and lower prices than in prior years;
|
• |
fluctuations in international oil prices;
|
• |
unavailability of long-term credit to the private sector;
|
• |
the effects of a restrictive U.S. monetary policy, which could generate an increase in financial costs for Argentina;
|
• |
reduction in the BCRA’ s foreign currency reserves;
|
• |
uncertainty with respect to the imposition of exchange and capital controls;
|
• |
the abrupt fall in the value of sovereign bonds and a decline in consumer confidence or foreign direct investment; and
|
• |
other political, social and economic events outside of Argentina that adversely affect the current growth of the Argentine economy.
|
• |
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. This law also modified certain tax aspects previously modified by the administration of Mauricio Macri’s administration.
|
• |
Pension mobility law. 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.
|
• |
Rent Law by means of which the relationship between tenants and landlords was regulated. This law amended the Civil and Commercial Code and established new rules for lease agreements.
|
• |
Decree No. 690/2020 established the public service nature of information technology and telecommunications services. This decree also empowers the National Communications Entity (“ENACOM”) to set fair and reasonable prices for these
services.
|
• |
fluctuations in our periodic operating results;
|
• |
changes in financial estimates, recommendations or projections by securities analysts;
|
• |
changes in conditions or trends in our industry;
|
• |
events affecting equities markets in Argentina;
|
• |
legal or regulatory measures affecting our financial conditions;
|
• |
departures of management and key personnel; or
|
• |
potential litigation or the adverse resolution of pending litigation against us or our subsidiaries.
|
Item 4. |
Our Information
|
• |
By the end of August 2023, the first stage of the NK Pipeline, specifically the Tratayén-Salliqueló section, was authorized for operation. The complementary works, namely the Gasoducto Mercedes-Cardales, were authorized in the last week
of November 2023, and the 29 km expansion on the final sections in our system was already enabled by late August 2023.
|
• |
The second stage of the NK Pipeline will connect the San Jerónimo area in the Province of Buenos Aires and the south of the Province of Santa Fé. The total capacity will be 39 MMm3/d with a length of 746 miles. The bidding process is still pending.
|
Company
|
Annual
deliveries
(MMm3)
|
Volume of
market
served (in %)
|
No. of end users
(in millions)
|
Deliveries
received from
us (in %)
|
||||||||||||
Metrogas (1)
|
5.6
|
19
|
2.4
|
88
|
||||||||||||
Camuzzi Pampeana (1)
|
5.8
|
20
|
1.4
|
96
|
||||||||||||
Camuzzi Sur
|
4.7
|
16
|
0.8
|
100
|
||||||||||||
Naturgy Argentina (1)
|
3.6
|
12
|
1.7
|
70
|
||||||||||||
67
|
6.3
|
(1) |
Also connected to the TGN system.
Source: ENARGAS
|
For the years ended December 31,
|
||||||||||||||||||||||||
2023
|
2022
|
2021
|
||||||||||||||||||||||
Average
firm contracted capacity (MM3/d)
|
Net revenues (millions of pesos)
|
Average firm contracted capacity (MM3/d)
|
Net revenues (millions of pesos)
|
Average firm contracted capacity (MM3/d)
|
Net revenues (millions of pesos)
|
|||||||||||||||||||
Metrogas
|
16.7
|
24,318
|
16.7
|
32,249
|
16.7
|
36,814
|
||||||||||||||||||
Camuzzi Pampeana
|
15.5
|
18,070
|
15.8
|
23,880
|
15.8
|
27,120
|
||||||||||||||||||
Naturgy Argenti
|
11.8
|
14,713
|
11.8
|
19,575
|
11.8
|
21,959
|
||||||||||||||||||
Camuzzi Sur
|
10.8
|
4,487
|
11.0
|
5,658
|
11.2
|
6,269
|
||||||||||||||||||
Pampa Energía
|
3.2
|
3,461
|
3.2
|
4,582
|
3.2
|
5,190
|
||||||||||||||||||
Others
|
25.1
|
34,003
|
24.5
|
40,623
|
23.9
|
51,283
|
||||||||||||||||||
Total
|
83.1
|
99,052
|
83.0
|
126,567
|
82.6
|
148,635
|
For the year ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Firm:
|
Average daily
deliveries (MMm3/d)
|
Average daily
deliveries (MMm3/d)
|
Average daily
deliveries (MMm3/d)
|
|||||||||
Metrogas
|
10.9
|
12.9
|
11.7
|
|||||||||
Camuzzi Pampeana
|
10.5
|
10.8
|
10.4
|
|||||||||
Camuzzi Sur
|
7.4
|
7.1
|
7.3
|
|||||||||
Naturgy Argentina
|
6.5
|
6.7
|
6.4
|
|||||||||
Others
|
14.5
|
15.6
|
15.8
|
|||||||||
Subtotal firm
|
49.8
|
53.1
|
51.6
|
|||||||||
Subtotal interruptible
|
17.0
|
15.5
|
16.7
|
|||||||||
Total
|
66.8
|
68.6
|
68.3
|
|||||||||
Average annual load factor (1)
|
80
|
%
|
83
|
%
|
83
|
%
|
||||||
Average winter heating season load factor (1)
|
90
|
%
|
85
|
%
|
95
|
%
|
(1) |
Average daily deliveries for the period divided by average daily firm contracted capacity for the period, expressed as a percentage.
|
• |
From 12/28/2019 to 12/27/2020: 6.5%
|
• |
From 12/28/2020 to 12/27/2021: 6%
|
• |
From 12/28/2021 to 12/27/2022: 5.5%
|
• |
From 12/28/2022 to 12/27/2023: 5%
|
• |
From 12/28/2023 to 12/27/2024 and onwards: 4.5%.
|
• |
creation of ENARSA in 2004 for the purposes of restoring levels of reserves, production and supply of natural gas and meeting the infrastructure needs of the natural gas transportation and electricity
industries;
|
• |
hiring of two re-gasifying liquified natural gas (“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 works in transportation and distribution of natural gas;
|
• |
the passage of Law No. 26,741, which declares that hydrocarbons self-sufficiency, as well as their production, industrialization, transport and marketing, are activities of public interest and primary
goals of Argentina, empowering the Government to take the necessary measures to achieve such goals;
|
• |
importation of natural gas from Bolivia and Chile, which has increased significantly over the past two years;
|
• |
creation of tariff charges to be paid by all consumers other than residential consumers in order to finance natural gas and electricity expansions and the import of natural gas;
|
• |
In order to foster the production of natural gas, the Argentine government adopted different programs, including the “Natural Gas Additional Injection Stimulus Program”, Gas Plan II (implemented by means
of Resolution No. 60/2013), and the “Stimulus Program for New Natural Gas Projects” (Programa de Estímulo a los Nuevos Proyectos de Gas Natural);
|
• |
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.
|
• |
Declares the construction of the NK Pipeline to be of National Public Interest as a strategic project for the development of natural gas in the Argentine Republic (which will transport natural gas
starting from the Province of Neuquén, crossing the Provinces of Río Negro, La Pampa, Buenos Aires, up to the Province of Santa Fe), as well as its complementary works, and the construction of the works for the expansion and
strengthening of the National Natural Gas Transportation System.
|
• |
Creates the Transport.Ar Producción Nacional with the purpose of promote de development and growth of natural gas production and supply, optimizing the transportation system, increasing natural gas
exports, promoting regional integration, among others.
|
• |
The Secretary of Energy shall conduct this program, in order to guarantee the development of natural gas in the market, in accordance with the objectives set forth in Resolution 67/2022 and with the
provisions of Decree No. 892/2020 (Plan Gas.Ar) and Resolution No. 1. 036/2021 of the Secretary of Energy.
|
Basin
|
Location by province
|
Proved Gas
Reserves (MMm3)(1)(2)
|
Production (MMm3)
|
Reserve Life (years)(3)
|
||||||||||||||||||
2022
|
2021
|
2023
|
2022
|
2022
|
||||||||||||||||||
Neuquina
|
Neuquén, Río Negro, La Pampa, Mendoza (South)
|
317.7
|
268.5
|
33.0
|
33.3
|
10
|
||||||||||||||||
Austral
|
Tierra del Fuego, Santa Cruz (South), and offshore
|
78.9
|
78.8
|
9.3
|
9.9
|
8
|
||||||||||||||||
San Jorge Gulf
|
Chubut, Santa Cruz (North)
|
33.4
|
36.3
|
4.1
|
4.1
|
8
|
||||||||||||||||
Cuyo
|
Mendoza (North)
|
0.1
|
0.2
|
0.1
|
0.1
|
1
|
||||||||||||||||
Northwest
|
Salta, Jujuy, Formosa
|
7.3
|
8.1
|
1.3
|
1.4
|
5
|
||||||||||||||||
Total
|
437.4
|
391.9
|
48.1
|
48.2
|
8
|
(1) |
Estimated as of December 31, 2022 and 2021, 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 2022 production levels, respectively.
Source: Secretary of Energy.
|
• |
operating and safety standards;
|
• |
terms of service, including general service conditions, such as specifications regarding the quality of gas transported, major equipment requirements, invoicing and payment procedures, imbalances and
penalties, and guidelines for dispatch management;
|
• |
contract requirements, including the basis for the provision of service, e.g., “firm” or “interruptible”;
|
• |
mandatory capital investments to be made over the first five years of the license term; and
|
• |
applicable rates based on the type of transportation service and the area serviced.
|
• |
repeated failure to comply with the obligations of our License and failure to remedy a significant breach of an obligation in accordance with specified procedures;
|
• |
total or partial interruption of the service for reasons attributable to us, affecting completely or partially transportation capacity during the periods stipulated in our License;
|
• |
sale, assignment or transfer of our essential assets or otherwise encumbering such assets without ENARGAS’s prior authorization, unless such encumbrances serve to finance expansions and improvements to
the gas pipeline system;
|
• |
bankruptcy, dissolution or liquidation; and
|
• |
ceasing and abandoning the provision of the licensed service, attempting to assign or unilaterally transfer our License in full or in part without the prior authorization of ENARGAS, or giving up our
License, other than in the cases permitted therein.
|
Since April 29, 2023
|
||||||||
|
Firm |
|
Interruptible | |||||
Rate Zones
|
|
Reservation
Charge(1)
(Ps. m3/d)
|
|
Minimum
Charge(2)
(Ps.1,000 m3)
|
|
Compression
Fuel and
Losses(3)
(%)
|
||
Receipt
|
Delivery
|
|||||||
From Tierra del Fuego to:
|
Tierra del Fuego
|
8.315249
|
277.171887
|
0.49
|
||||
Santa Cruz Sur
|
16.768003
|
558.939252
|
0.98
|
|||||
Chubut Sur
|
42.772745
|
1425.759389
|
3.38
|
|||||
Buenos Aires Sur
|
50.392208
|
1679.739807
|
5.60
|
|||||
Bahía Blanca
|
77.188931
|
2572.964004
|
8.40
|
|||||
La Pampa Norte
|
76.915238
|
2563.839383
|
8.60
|
|||||
Buenos Aires
|
90.311863
|
3010.395065
|
10.35
|
|||||
Greater Buenos Aires
|
101.329878
|
3377.663546
|
11.27
|
|||||
From Santa Cruz Sur to:
|
Santa Cruz Sur
|
8.427381
|
280.910395
|
0.49
|
||||
Chubut Sur
|
34.394621
|
1146.486906
|
2.89
|
|||||
Buenos Aires Sur
|
42.030372
|
1401.011171
|
5.11
|
|||||
Bahía Blanca
|
68.966075
|
2298.868244
|
7.91
|
|||||
La Pampa Norte
|
68.953695
|
2298.454371
|
8.11
|
|||||
Buenos Aires
|
82.131962
|
2737.730366
|
9.86
|
|||||
Greater Buenos Aires
|
93.183864
|
3106.131684
|
10.78
|
|||||
From Chubut to:
|
Chubut Sur
|
8.358063
|
278.600613
|
0.49
|
||||
Buenos Aires Sur
|
15.671532
|
522.375996
|
2.71
|
|||||
Bahía Blanca
|
41.790315
|
1393.002733
|
5.51
|
|||||
La Pampa Norte
|
43.879830
|
1462.652751
|
5.71
|
|||||
Buenos Aires
|
54.327300
|
1810.903380
|
7.46
|
|||||
Greater Buenos Aires
|
64.774769
|
2159.154009
|
8.38
|
|||||
From Neuquén to:
|
Neuquén
|
7.426712
|
254.629040
|
0.49
|
||||
Bahía Blanca
|
36.072432
|
1202.060580
|
2.80
|
|||||
La Pampa Norte
|
38.853974
|
1294.785279
|
3.15
|
|||||
Buenos Aires
|
48.852535
|
1628.064988
|
3.91
|
|||||
Greater Buenos Aires
|
59.837376
|
1998.143398
|
4.86
|
|||||
From Bahía Blanca to:
|
Bahía Blanca
|
8.358028
|
278.600655
|
0.49
|
||||
La Pampa Norte
|
2.089507
|
69.650001
|
0.20
|
|||||
Buenos Aires
|
12.536930
|
417.900659
|
1.95
|
|||||
Greater Buenos Aires
|
22.984463
|
766.151315
|
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 60.
|
• |
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 recalculate the rates of transport at that time in force with effect from April 1,
2022.
|
• |
Does not establish a mandatory investment plan.
|
• |
Provides for the prohibition of: (i) distributing dividends and b) paying in advance financial and commercial debts contracted with shareholders, acquire other companies or give credits.
|
- |
As of April 29, 2023 a transitional tariff increase of 95% on the natural gas transportation tariff and the Access and Use Charge.
|
- |
During its term, we may in no case distribute dividends or cancel in advance directly or indirectly financial and commercial debts contracted with shareholders, acquire other companies or grant credits (unless the credits benefit
users or are granted to contractors who do not qualify as users). If we understand it is appropriate to distribute dividends, it must require authorization from the Ministry of Economy. For its part, in the event that we understand it
is appropriate to cancel in advance directly or indirectly financial and commercial debts contracted with shareholders, acquire other companies or grant credits, it shall require authorization from ENARGAS.
|
- |
47% by the Wage Index - Registered Private Sector published by INDEC,
|
- |
27.2% IPIM, and
|
- |
25.8% Construction Cost Index in Greater Buenos Aires - Materials chapter published by INDEC.
|
• |
the net book value of the essential assets determined on the basis of the price paid by CIESA for shares of our common stock plus the original cost of subsequent investments carried in U.S. dollars in
each case adjusted by the PPI, net of accumulated depreciation in accordance with the calculation rules to be determined by ENARGAS (since the enactment of the Public Emergency Law, this provision may no longer be valid); or
|
• |
the net proceeds of a new competitive bidding (the “New Bidding”).
|
• |
submit a bid computed at an equal and not lower price than the appraisal value determined by an investment bank selected by ENARGAS, which represents the value of the business providing the licensed
service at the valuation date, as a going concern and without regard to the debts;
|
• |
match the best bid submitted by third parties in the New Bidding, if it would be higher than our bid mentioned above, paying the difference between both values to obtain a new license; and
|
• |
if we have participated in the New Bidding but are unwilling to match the best bid made by a third party, receive the appraisal value as compensation for the transfer of the essential assets to the new
licensee, with any excess paid by the third-party remaining for the grantor.
|
• |
NK pipeline.
|
• |
Construction of the gas pipeline between the cities of Mercedes and Cardales in the Province of Buenos Aires.
|
• |
Expansion of NEUBA II Gas Pipeline: loops and compressor plants.
|
• |
Reversion of the North Gas Pipeline Stages I and II.
|
• |
Expansion of the Central West Gas Pipeline: different sections between the Neuquén and Litoral areas in the Province of Santa Fé.
|
• |
Expansion of the final sections of gas pipelines in AMBA.
|
• |
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.
|
2023
|
2022
|
2021
|
||||||||||
Ethane
|
394,370
|
329,232
|
353,078
|
|||||||||
Propane
|
369,683
|
410,563
|
383,085
|
|||||||||
Butane
|
235,861
|
263,932
|
267,579
|
|||||||||
Natural Gasoline
|
129,272
|
125,277
|
115,677
|
|||||||||
Total
|
1,129,186
|
1,129,004
|
1,119,419
|
• |
In year 2020 the first expansion project was approved, increasing the plant total gas conditioning capacity up to 7.7MM m3/d. These works, completed in September 2021, involved the installation of a new slug catcher and a new
stabilizing column.
|
• |
In year 2021 the installation of two Joule Thomson gas conditioning plants was approved. These works, finalized in 2023, increased total gas conditioning capacity to 14.5MM m3/d. This project involved an estimated investment of
U.S.$36 million.
|
• |
The third expansion stage, currently under construction stage and planned to achieve commercial operation during year 2024, consists of the installation of two gas processing plants (6.6MM m3/d capacity each, cryogenic technology in
both cases). These two plants will be operated in gas conditioning mode until conditions make possible to develop a gas processing project in Tratayén Plant. With the addition of these plants the total gas condition capacity will grow
up to 28MM m3/d. Total estimated investment for this expansion is U.S.$320 million.
|
Major Pipeline
|
Length (miles)
|
Diameter (inches)
|
Maximum Pressure (pound/inch)
|
Compressor Units
|
Operative Compressor Plants
|
HP Output
|
||||||||||||||||||
General San Martín
|
2,853
|
24/30
|
853/995
|
59
|
17
|
520,800
|
||||||||||||||||||
Neuba I/Loop Sur
|
732
|
24/30
|
853
|
11
|
6
|
57,800
|
||||||||||||||||||
Neuba II
|
1,235
|
30/36
|
975/995
|
21
|
7
|
194,000
|
||||||||||||||||||
Other (1)
|
926
|
Various
|
Various
|
6
|
3
|
7,500
|
||||||||||||||||||
Total
|
5,746
|
97
|
33
|
780,100
|
(1) |
Includes 247 miles of transfer pipelines throughout the pipeline system, as well as the Cordillerano pipeline, with a length of 274 miles, and the Chelforó-Conesa pipeline and other minor pipelines.
|
• |
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.
|
Item 4A. |
Unresolved Staff Comments
|
Item 5. |
Operating and Financial Review and Prospects
|
• |
impairment of property, plant and equipment (“PPE”); and
|
• |
provisions for legal claims and others;
|
• |
the volume of Liquids;
|
• |
changes in international prices of LPG and natural gasoline;
|
• |
regulation affecting our liquids business, including Law No. 26,020 (which requires us to meet domestic demand before exporting LPG);
|
• |
changes in the input costs related to the liquids production and commercialization segment, including the Gas Charge Resolutions;
|
• |
the availability of natural gas and its richness;
|
• |
fluctuation in the peso/U.S. dollar exchange rate;
|
• |
the tariffs we are permitted to charge in our Natural Gas Transportation business segment;
|
• |
local inflation and its impact on costs expressed in pesos; and
|
• |
other changes in laws or regulations affecting our operations, including tax matters.
|
2023
|
2022
|
2021
|
||||||||||
WPI (in %)
|
276.4
|
94.8
|
51.3
|
|||||||||
CPI (in %)
|
211.4
|
94.8
|
50.9
|
|||||||||
Devaluation of pesos vs. dollar (in %)
|
356.3
|
72.5
|
22.1
|
|||||||||
Real GDP (pesos of 2004) (% change)
|
(1.6
|
)
|
5.9
|
10.4
|
||||||||
Industrial production (% change)
|
(1.8
|
)
|
4.5
|
10.4
|
||||||||
Transportation services tariffs increase
|
95.0
|
60.0
|
—
|
• |
The components of the capital stock were restated from the dates they were contributed;
|
• |
Reserved earnings were maintained at the date of transition at their nominal value (legal amount without restatement);
|
• |
The restated unallocated results were determined by the difference between the net assets restated at the transition date and the rest of the initial equity components expressed as indicated in the
preceding paragraphs; and
|
• |
After the restatement at the transition date, all the components of the equity were restated by applying the general price index from the beginning of the period, and each variation of those components
was restated from the date of contribution or from the moment in which the variation is added by any other means.
|
• |
On December 27, 2023, the National Executive Branch sent the Draft Law of Bases and Starting Points for the Freedom of Argentines (the “Omnibus Law”) for consideration by the National Congress. On February 6, 2024, the government was
forced to return the Omnibus Law to committees, since they did not gather the number of votes necessary for its approval. As of the date of issuance of these Consolidated Financial Statements, it is not possible to predict the impact
that the Omnibus Law may have on our financial situation, equity and results of operations:
|
• |
GDP drop by 1.4% in the year 2023%.
|
• |
accumulated increase of 211.4% in the CPI.
|
• |
increase to 40.2% in the poverty rate.
|
• |
A fiscal deficit equivalent to 3% of GDP.
|
• |
Payment of dividends to non-residents;
|
• |
Payment of imports of certain goods from abroad or cancellation of debts arising from their importation, except for some exceptions expressly provided for in the applicable regulations;
|
• |
The formation of external assets; and
|
• |
The payment of financial loans to non-residents.
|
• |
The payment systems for imports of goods and services (known as “SIRA” and “SIRASE” declarations) and the need to validate transactions in the “Single Foreign Trade Current Account” computer system are eliminated.
|
• |
For new debts for imports, access to the MULC may be granted, without the need for prior approval from the BCRA, to make deferred payments for new imports of goods with customs entry registration according to the schedule established
by type of goods.
|
• |
Regarding the importer’s debt prior to December 12, 2023, the AFIP and the BCRA regulated the use of BOPREAL, which also had its first issue (of small volume) at the end of 2023. These bonds may be applied to the payment of debts tax
with certain limitations (never before April 30, 2025). The subscription will be covered by the country tax, but a window of time opens where its issuance will be exempt (until January 31, 2024).
|
• |
Importation of luxury goods. Rate of 30%.
|
• |
The acquisition abroad of services included in the decree (technical, legal, accounting, managerial services, business services in general, charges for the use of intellectual property, advertising, engineering, audiovisual services,
among others). Rate of 25%.
|
• |
The acquisition abroad of freight services and other transportation services for import or export operations of goods. Rate of 17.5% (previously 7.5%).
|
• |
The import of merchandise, with the exception of goods linked to energy generation whose scope has not yet been regulated. Rate of 17.5% (previously 7.5%).
|
Year ended December 31,
|
||||||||||||||||
2023
|
2022
|
Variation
|
Percentage
of change |
|||||||||||||
(in millions of pesos)
|
||||||||||||||||
Revenues
|
452,809
|
512,343
|
(59,534
|
)
|
(11.6
|
)
|
||||||||||
Net costs of sales
|
(284,746
|
)
|
(299,081
|
)
|
14,335
|
(4.8
|
)
|
|||||||||
Gross profit
|
168,063
|
213,262
|
(45,199
|
)
|
(21.2
|
)
|
||||||||||
Administrative and selling expenses
|
(50,867
|
)
|
(49,695
|
)
|
(1,172
|
)
|
2.4
|
|||||||||
Other operating results
|
(759
|
)
|
(238
|
)
|
(521
|
)
|
218.9
|
|||||||||
Operating profit
|
116,437
|
163,329
|
(46,892
|
)
|
(28.7
|
)
|
||||||||||
Net financial results
|
(72,781
|
)
|
(9,840
|
)
|
(62,941
|
)
|
639.6
|
|||||||||
Share of profit / (loss) from associates
|
(30
|
)
|
281
|
(311
|
)
|
(110.7
|
)
|
|||||||||
Income tax expense
|
(20,108
|
)
|
(53,130
|
)
|
33,022
|
(62.2
|
)
|
|||||||||
Total comprehensive income for the year
|
23,518
|
100,640
|
(77,122
|
)
|
(76.6
|
)
|
• |
Net revenues to third-parties reached Ps. 452,809 million in 2023, which represents a Ps. 59,534 million decrease compared to the 2022 fiscal year. This decrease was mainly due to the reduction in the
Liquids Production and Commercialization and Natural Gas Transportation business segments revenues of Ps. 59,120 million and Ps. 27,514 million, respectively. For more information see Item 5. Operating
and Financial Review and Prospects —A. Operating Results—Regulated Natural Gas Transportation Segment and Liquids Production and Commercialization.”
|
• |
Cost of sales, including depreciation of PPE, reached Ps. 284,746 million in 2023, which represents a Ps. 14,335 million decrease compared to the 2022 fiscal year. This decrease was mainly due to: (i)
19,246 the reduction in the cost of natural gas processed in the Cerri Complex (mainly due a decrease in price, measured in current pesos) and (ii) technical operator assistance fee by Ps. 3,473 million. These effects were partially
offset by an increase in the labor cost by Ps. 3,264 million and third parties services by Ps.1,927 million.
|
• |
Administrative and selling expenses were Ps. 50,867 million in 2023, which represents a Ps. 1,172 million increase compared to the 2022 fiscal year. This increase was mainly due to higher: (i) labor costs
by Ps. 1,937 million, and (ii) professional services fees by Ps. 3,081 million These effects were partially offset, principally, by a decrease in taxes and contributions by Ps. 3,160 million (reduction in tax on exports and turnover
tax).
|
Year ended December 31,
|
||||||||
2023
|
2022
|
|||||||
(in millions of pesos)
|
||||||||
Financial income
|
||||||||
Interest income
|
24,190
|
5,712
|
||||||
Foreign exchange gain
|
270,216
|
87,014
|
||||||
Subtotal
|
294,405
|
92,727
|
||||||
Financial expenses
|
||||||||
Interest expense
|
(24,628
|
)
|
(21,171
|
)
|
||||
Foreign exchange loss
|
(479,075
|
)
|
(162,262
|
)
|
||||
Subtotal
|
(503,703
|
)
|
(183,433
|
)
|
||||
Other financial results
|
||||||||
Notes repurchase results
|
-
|
(3,208
|
)
|
|||||
Fair value gain on financial instruments through profit and loss
|
195,809
|
75,136
|
||||||
Derivative financial instruments results
|
-
|
(397
|
)
|
|||||
Other financial charges
|
(2,771
|
)
|
(2,400
|
)
|
||||
Subtotal
|
193,037
|
69,131
|
||||||
(Loss) / gain on monetary position
|
(56,521
|
)
|
11,735
|
|||||
Total
|
(72,781
|
)
|
(9,840
|
)
|
Year ended December 31,
|
Year ended December 31,
2023 compared to year ended
December 31, 2022
|
|||||||||||||||
2023
|
2022
|
Variation
|
Percentage
Change
|
|||||||||||||
(in millions of pesos)
|
||||||||||||||||
Natural Gas Transportation(1)
|
||||||||||||||||
Revenues
|
101,862
|
130,194
|
(28,332
|
)
|
(21.8
|
)
|
||||||||||
Net cost of sales
|
(90,767
|
)
|
(91,420
|
)
|
653
|
(0.7
|
)
|
|||||||||
Gross profit
|
11,094
|
38,774
|
(27,680
|
)
|
(71.4
|
)
|
||||||||||
Administrative and selling expenses
|
(22,514
|
)
|
(22,577
|
)
|
63
|
(0.3
|
)
|
|||||||||
Other operating expense
|
(813
|
)
|
(562
|
)
|
(252
|
)
|
44.9
|
|||||||||
Operating (loss) /profit
|
(12,233
|
)
|
15,635
|
(27,868
|
)
|
(178.2
|
)
|
|||||||||
Liquids Production and Commercialization
|
||||||||||||||||
Revenues
|
265,413
|
324,533
|
(59,120
|
)
|
(18.2
|
)
|
||||||||||
Net cost of sales
|
(161,943
|
)
|
(183,060
|
)
|
21,118
|
(11.5
|
)
|
|||||||||
Gross profit
|
103,470
|
141,473
|
(38,002
|
)
|
(26.9
|
)
|
||||||||||
Administrative and selling expenses
|
(17,629
|
)
|
(20,451
|
)
|
2,822
|
(13.8
|
)
|
|||||||||
Other operating (expense) / income
|
(77
|
)
|
118
|
(196
|
)
|
(166.1
|
)
|
|||||||||
Operating profit
|
85,764
|
121,140
|
(35,376
|
)
|
(29.2
|
)
|
||||||||||
Midstream
|
||||||||||||||||
Revenues
|
85,615
|
58,380
|
27,235
|
46.7
|
||||||||||||
Net cost of sales
|
(32,605
|
)
|
(26,182
|
)
|
(6,424
|
)
|
24.5
|
|||||||||
Gross profit
|
53,009
|
32,198
|
20,811
|
64.6
|
||||||||||||
Administrative and selling expenses
|
(10,155
|
)
|
(6,116
|
)
|
(4,039
|
)
|
66.0
|
|||||||||
Other operating income
|
132
|
205
|
(73
|
)
|
(35.6
|
)
|
||||||||||
Operating profit
|
42,986
|
26,287
|
16,699
|
63.5
|
||||||||||||
Telecommunications
|
||||||||||||||||
Revenues
|
2,729
|
2,863
|
(135
|
)
|
(4.7
|
)
|
||||||||||
Net cost of sales
|
(2,239
|
)
|
(2,045
|
)
|
(194
|
)
|
9.5
|
|||||||||
Gross profit
|
489
|
818
|
(328
|
)
|
(40.1
|
)
|
||||||||||
Administrative and selling expenses
|
(568
|
)
|
(550
|
)
|
(18
|
)
|
3.3
|
|||||||||
Other operating expense
|
-
|
-
|
-
|
-
|
||||||||||||
Operating (loss) / profit
|
(79
|
)
|
267
|
(346
|
)
|
(129.6
|
)
|
• |
During 2023, the Natural Gas Transportation business segment recorded an operating loss of Ps. 12,233 million, compared to the operating profit of Ps.15,635 million profit recorded in 2022. The main
factors that affected the results of operations of this segment compared to 2023 are the following:
|
• |
Revenues from the Natural Gas Transportation business segment decreased by Ps.28,332 million for the year 2023 compared to 2022.
|
• |
During 2023, we had only received a nominal tariff increase of 95% as of April 29, 2023 while annual inflation was 211,4%.
|
• |
Revenues related to natural gas firm transportation contracts for the year ended December 31, 2023, decreased by Ps.24,846 million for the year 2023 compared to 2022, as we had only received a nominal
tariff increases of 95 % as of April 29, 2023, while the cumulative inflation rate for the Year 2023 was 211.4%. 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. 1,523 million for the year 2023 compared to 2022. The decrease mainly resulted from tariff increase discussed above,
partially offset by higher volumes dispatched.
|
• |
Revenues relating to the Access and charged (“CAU”) decreased by Ps. 1,145 million for the year 2023 compared to 2022 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, administrative and selling expenses for the year ended December 31, 2023 decreased by Ps. 716 million, from Ps. 113,997 million to Ps. 113,282 million, as compared to the year ended
December 31, 2022. This decrease was mainly attributable to lower depreciation of Ps. 4,243 million and taxes and contributions of Ps. 1,340 million mainly as a consequence of the reduction in turnover tax. These effects were partially
offset by higher labor costs of Ps. 2,547 million, third parties services received by Ps. 1,608 million and easements of Ps. 313 million.
|
• |
Other operating expenses decreased by Ps. 252 million for the year 2023 compared to 2022, primarily as a result of lower provision for contingencies.
|
Years ended December 31,
|
Year ended December 31, 2023
compared to year ended December
31, 2022
|
|||||||||||||||
(volumes in tons)
|
(volumes in tons)
|
|||||||||||||||
2023
|
2022
|
Increase/
(Decrease)
|
Percentage
Change
|
|||||||||||||
Local Market
|
||||||||||||||||
Ethane
|
394,370
|
329,232
|
65,138
|
19.8
|
||||||||||||
Propane
|
209,058
|
215,753
|
(6,695
|
)
|
(3.1
|
)
|
||||||||||
Butane
|
165,377
|
185,472
|
(20,095
|
)
|
(10.8
|
)
|
||||||||||
Subtotal
|
768,805
|
730,457
|
38,348
|
5.2
|
||||||||||||
Exports
|
||||||||||||||||
Propane
|
160,625
|
194,810
|
(34,185
|
)
|
(17.5
|
)
|
||||||||||
Butane
|
70,484
|
78,460
|
(7,976
|
)
|
(10.2
|
)
|
||||||||||
Natural Gasoline
|
129,272
|
125,277
|
3,995
|
3.2
|
||||||||||||
Subtotal
|
360,381
|
398,547
|
(38,166
|
)
|
(9.6
|
)
|
||||||||||
Total Liquids
|
1,129,186
|
1,129,004
|
182
|
-
|
Resolution Nro.
|
Period
|
Ps. Per ton (at values
determined by each
resolution)
|
15/23
|
January 2023
|
Ps. 29,481
|
62/23
|
February 2023
|
Ps. 32,429
|
168/23
|
March 2023
|
Ps. 35,672
|
326/23
|
April 2023
|
Ps. 38,704
|
391/23
|
May 2023
|
Ps. 40,252
|
391/23
|
June 2023
|
Ps. 41,862
|
391/23
|
July 2023
|
Ps. 43,537
|
391/23
|
August 2023
|
Ps. 45,278
|
762/23
|
August 2023 to December 2023
|
Ps. 50,938
|
• |
Segment revenue decreased by Ps.59,120 million for the year 2023 compared to 2022. This negative effect was mainly due to the negative real exchange rate variation by Ps. 14,370 million, lower volumes of
propane and butane dispatched by Ps. 12,524 million and international benchmark prices by Ps. 51,337 million. These effects were partially offset by higher ethane price by Ps. 8,758 million and higher volumes of natural gasoline and
ethane shipped by Ps. 17,962 million.
|
• |
Subsidies decreased by Ps. 7,090 million in the year 2023 compared with 2022.
|
• |
In 2023 propane, butane and natural gasoline average export prices recorded decreases of 30%, 24% and 16%, respectively, compared to 2022.
|
• |
During 2023, the production of Liquids reached 1,129,186 tons (182 tons more than in 2022).
|
• |
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, 2023, decreased by Ps. 23,939 million, to Ps. 179,572 million from Ps. 203,511 million, as compared to the year ended
December 31, 2022. This decrease was mainly due to lower: (i) cost of natural gas purchased as RTP of Ps. 19,246 million (principally as a consequence of the decrease in the price of the natural gas), (ii) taxes and contributions of Ps.
4,129 million (mainly tax on exports and turnover tax) and (iii) third parties services received by Ps. 2,846 million. These effects were partially offset higher: (i) repair and maintenance expenses by Ps. 1,129 million, (ii) labor
costs by Ps. 783 million and (iii) depreciations by Ps. 428 million.
|
• |
Other operating expenses decreased by Ps. 196 million.
|
• |
Revenues increased by Ps. 27,235 million primarily due to: (i) higher natural gas transportation and conditioning services in Vaca Muerta for Ps. 27,905 million and (ii) higher operating and maintenance
NK pipeline and Transpor.Ar Program by Ps. 3,393. These effects were partially offset by the decrease in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 2,912 million, compression of natural gas services by
Ps.750 million and lower operation and maintenance services rendered by Ps. 223 million.
|
• |
Costs of sales, administrative and selling expenses increased by Ps. 10,463 million, mainly due to the increase in: (i) depreciations of Ps. 3,491 million, (ii) turnover tax by Ps. 1,997 million, (iii)
salaries, wages, and other compensation by Ps. 1,842 million, (iv) repair and maintenance expenses by Ps. 1,346 million and (v) third party services by Ps. 1,066 million.
|
• |
Net revenues decreased by Ps.135 million in the year ended December 31, 2023, when compared to 2022.
|
• |
Costs of sales, administrative and selling expenses increased by Ps.212 million in the year ended December 31, 2023, when compared to 2022, mainly due to higher salaries, wages and contributions and third
party services.
|
Year ended December 31,
|
||||||||||||||||
2022
|
2021
|
Variation
|
Percentage of
change
|
|||||||||||||
(in millions of pesos)
|
||||||||||||||||
Revenues
|
512,343
|
539,731
|
(27,388
|
)
|
(5.1
|
)
|
||||||||||
Net costs of sales
|
(299,081
|
)
|
(289,121
|
)
|
(9,959
|
)
|
3.4
|
|||||||||
Gross profit
|
213,262
|
250,610
|
(37,348
|
)
|
(14.9
|
)
|
||||||||||
Administrative and selling expenses
|
(49,695
|
)
|
(44,642
|
)
|
(5,052
|
)
|
11.3
|
|||||||||
Other operating results
|
(238
|
)
|
781
|
(1,020
|
)
|
(130.5
|
)
|
|||||||||
Operating profit
|
163,329
|
206,749
|
(43,420
|
)
|
(21.0
|
)
|
||||||||||
Net financial results
|
(9,840
|
)
|
(2,647
|
)
|
(7,193
|
)
|
271.7
|
|||||||||
Share of profit from associates
|
281
|
129
|
152
|
117.8
|
||||||||||||
Income tax expense
|
(53,130
|
)
|
(77,263
|
)
|
24,133
|
(31.2
|
)
|
|||||||||
Total comprehensive income for the year
|
100,640
|
126,968
|
(26,328
|
)
|
(20.7
|
)
|
• |
Net revenues to third-parties reached Ps. 512,343 million in 2022, which represents a Ps. 27,388 million decrease compared to the 2021 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. 23,902 million and Ps. 13,530 million, respectively.
|
• |
Cost of sales, including depreciation of fixed assets, reached Ps. 299,081 million in 2022, which represents a Ps. 9,959 million increase compared to the 2021 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 pesos) by Ps. 9,749 million, (ii) labor costs by Ps. 3,920 million and (iii) depreciations by Ps. 2,899
million. These effects were partially offset by a decrease in the repair and maintenance costs by Ps. 4,197 million and third parties services by Ps. 2,105 million.
|
• |
Administrative and selling expenses were Ps. 49,695 million in 2022, which represents a Ps. 5,052 million increase compared to the 2021 fiscal year. This increase was mainly due to higher: (i) labor costs
by Ps. 1,836 million, (ii) tax on export and taxes by Ps.2,171 million, (iii) services received from third parties by Ps. 903 million and a lower charge for doubtful accounts by Ps. 404 million. These effects were partially offset,
principally, by a decrease in turnover tax of Ps. 691 million.
|
Year ended December 31,
|
||||||||
2022
|
2021
|
|||||||
(in millions of pesos)
|
||||||||
Financial income
|
||||||||
Interest income
|
5,712
|
4,805
|
||||||
Foreign exchange gain
|
87,014
|
36,882
|
||||||
Subtotal
|
92,727
|
41,687
|
||||||
Financial expenses
|
||||||||
Interest expense
|
(21,171
|
)
|
(27,103
|
)
|
||||
Foreign exchange loss
|
(162,262
|
)
|
(75,483
|
)
|
||||
Subtotal
|
(183,433
|
)
|
(102,586
|
)
|
||||
Other financial results
|
||||||||
Notes repurchase results
|
(3,208
|
)
|
(2,513
|
)
|
||||
Fair value (loss) / gain on financial instruments through profit and loss
|
75,136
|
7,224
|
||||||
Derivative financial instruments results
|
(397
|
)
|
(490
|
)
|
||||
Other financial charges
|
(2,400
|
)
|
(2,992
|
)
|
||||
Subtotal
|
69,131
|
1,231
|
||||||
Gain on monetary position
|
11,735
|
57,022
|
||||||
Total
|
(9,840
|
)
|
(2,647
|
)
|
Year ended December 31,
|
Year ended December 31,
2022 compared to year
ended December 31, 2011 |
|||||||||||||||
2022
|
2021
|
Variation
|
Percentage
Change
|
|||||||||||||
Natural Gas Transportation(1)
|
||||||||||||||||
Revenues from sales
|
130,194
|
154,096
|
(23,902
|
)
|
(15.5
|
)
|
||||||||||
Net cost of sales
|
(91,420
|
)
|
(94,663
|
)
|
3,243
|
(3.4
|
)
|
|||||||||
Gross profit
|
38,774
|
59,433
|
(20,659
|
)
|
(34.8
|
)
|
||||||||||
Administrative and selling expenses
|
(22,577
|
)
|
(22,340
|
)
|
(237
|
)
|
1.1
|
|||||||||
Other operating expense
|
(562
|
)
|
(1,236
|
)
|
674
|
(54.5
|
)
|
|||||||||
Operating profit
|
15,635
|
35,857
|
(20,222
|
)
|
(56.4
|
)
|
||||||||||
Liquids Production and Commercialization
|
||||||||||||||||
Revenues from sales
|
324,533
|
338,063
|
(13,530
|
)
|
(4.0
|
)
|
||||||||||
Net cost of sales
|
(183,060
|
)
|
(175,262
|
)
|
(7,798
|
)
|
4.4
|
|||||||||
Gross profit
|
141,473
|
162,801
|
(21,328
|
)
|
(13,1
|
)
|
||||||||||
Administrative and selling expenses
|
(20,451
|
)
|
(17,293
|
)
|
(3,158
|
)
|
18.3
|
|||||||||
Other operating income
|
118
|
1,952
|
(1,834
|
)
|
(94.0
|
)
|
||||||||||
Operating profit
|
121,140
|
147,460
|
(26,320
|
)
|
(17.8
|
)
|
||||||||||
Midstream
|
||||||||||||||||
Revenues from sales
|
58,380
|
50,254
|
8,126
|
16.2
|
||||||||||||
Net cost of sales
|
(26,182
|
)
|
(22,716
|
)
|
(3,466
|
)
|
15.3
|
|||||||||
Gross profit
|
32,198
|
27,538
|
4,660
|
16.9
|
||||||||||||
Administrative and selling expenses
|
(6,116
|
)
|
(4,596
|
)
|
(1,520
|
)
|
33.1
|
|||||||||
Other operating (expense) / income
|
205
|
63
|
142
|
227.9
|
||||||||||||
Operating profit
|
26,287
|
23,004
|
3,283
|
14.3
|
||||||||||||
Telecommunications
|
||||||||||||||||
Revenues from sales
|
2,863
|
2,779
|
84
|
3.0
|
||||||||||||
Net cost of sales
|
(2,045
|
)
|
(1,942
|
)
|
(103
|
)
|
5.3
|
|||||||||
Gross profit
|
818
|
838
|
(20
|
)
|
(2.3
|
)
|
||||||||||
Administrative and selling expenses
|
(550
|
)
|
(412
|
)
|
(138
|
)
|
33.7
|
|||||||||
Other operating expense
|
-
|
2
|
(2
|
)
|
(100.0
|
)
|
||||||||||
Operating profit
|
267
|
428
|
(161
|
)
|
(37.5
|
)
|
• |
During 2022, the Natural Gas Transportation business segment recorded an operating profit of Ps. 15,635 million, compared to a Ps.35,857 million profit recorded in 2021. The main factors that affected the
results of operations of this segment compared to 2022 are the following:
|
• |
Revenues from the Natural Gas Transportation business segment decreased by Ps.23,902 million for the year 2022 compared to 2021.
|
• |
During 2022, we had only received a nominal tariff increase of 60% as of March 1, 2022 while annual inflation was 94.8%.
|
• |
Revenues related to natural gas firm transportation contracts for the year ended December 31, 2022, decreased by Ps.15,016 million for the year 2022 compared to 2021, as we had only received a nominal
tariff increases of 60% as of March 1, 2022, while the cumulative inflation rate for the Year 2022 was 94.8%. 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. 6,210 million for the year 2022 compared to 2021. The decrease mainly resulted from tariff increase discussed above,
partially offset by higher volumes dispatched.
|
• |
Revenues relating to the CAU decreased by Ps. 841 million for the year 2022 compared to 2021 primarily as a result of the same tariff effect. The value of the CAU is much lower than the transportation
tariff we are permitted to charge for our natural gas transportation services, because we were not required to make any investment in the construction and expansion of the assets to which the CAU relates. See “Item 4. Our Information—B. Business Overview—Natural Gas Transportation—Pipeline Operations—Pipeline Expansions” for additional information regarding the CAU.
|
• |
Costs of sales and administrative and selling expenses for the year ended December 31, 2022 decreased by Ps. 3,006 million, from Ps. 117,004 million to Ps. 113,998 million, as compared to the year ended
December 31, 2021. This decrease was mainly attributable to lower PPE maintenance expenses of Ps. 4,631 million, as during 2022 we performed less repairs, technical operator assistance fees of Ps. 1,442 million and lower turnover tax by
Ps. 1,520 million. These effects were partially offset, principally, by higher: (i) labor costs of Ps. 1,691 million, (ii) depreciation of Ps. 1,934 million.
|
• |
Other operating expenses decreased by Ps. 673 million for the year 2022 compared to 2021, primarily as a result of higher provision for contingencies.
|
Years ended December 31,
|
Year ended December 31, 2022
compared to year ended December
31, 2021
|
|||||||||||||||
(volumes in tons)
|
(volumes in tons)
|
|||||||||||||||
2022
|
2021
|
Increase/
(Decrease)
|
Percentage
Change
|
|||||||||||||
Local Market
|
||||||||||||||||
Ethane
|
329,232
|
353,078
|
(23,846
|
)
|
(6.7
|
)
|
||||||||||
Propane
|
215,753
|
238,284
|
(22,531
|
)
|
(9.4
|
)
|
||||||||||
Butane
|
185,472
|
181,952
|
3,520
|
1.9
|
||||||||||||
Subtotal
|
730,457
|
773,314
|
(42,857
|
)
|
(5.5
|
)
|
||||||||||
Exports
|
||||||||||||||||
Propane
|
194,810
|
144,801
|
50,009
|
34.5
|
||||||||||||
Butane
|
78,460
|
85,627
|
(7,167
|
)
|
(8.4
|
)
|
||||||||||
Natural Gasoline
|
125,277
|
115,677
|
9,600
|
8.3
|
||||||||||||
Subtotal
|
398,547
|
346,105
|
52,442
|
15.5
|
||||||||||||
Total Liquids
|
1,129,004
|
1,119,419
|
9,585
|
0.9
|
Resolution Nro.
|
Period
|
Ps. Per ton (at values
determined by each
resolution) |
249
|
April 2021 to April 2022
|
Ps. 12,627
|
270
|
April 2022 to July 2022
|
Ps. 15,152
|
609
|
July 2022 to August 2022
|
Ps. 17,500
|
609
|
September 2022 to October 2022
|
Ps. 18,375
|
861
|
November 2022 to December 2022
|
Ps. 26,801
|
• |
Segment revenue decreased by Ps.13,530 million for the year 2022 compared to 2021. This negative effect was mainly due to the negative real exchange rate variation by Ps. 57,810 million and lower volumes
of ethane and butane dispatched by Ps. 8,137 million. These effects were partially offset by higher ethane by Ps. 18,974 million and international benchmark prices by Ps. 15,617 million and higher volumes of natural gasoline and propane
shipped by Ps. 14,898 million.
|
• |
Subsidies increased by Ps. 3,802 million in the year 2022 compared with 2021.
|
• |
In 2022 propane, butane and natural gasoline average export prices recorded increases of 5%, 8% and 16%, respectively, compared to 2021.
|
• |
During 2022, the production of Liquids reached 1,129,004 tons (9,585 tons or 0.9% more than in 2021).
|
• |
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, 2022, increased by Ps. 10,956 million, to Ps. 203,511 million from Ps. 192,556 million, as compared to the year ended
December 31, 2021. This increase was mainly due to higher: (i) cost of natural gas purchased as RTP of Ps. 9,750 million (principally as a consequence of the increase in the price of the natural gas), (ii) taxes of Ps. 2,046 million
(especially tax on exports) and iii) salaries, wages and other compensations by Ps. 626 million. These effects were partially offset by technical operator assistance fees of Ps. 2,332 million.
|
• |
Other operating expenses decreased by Ps. 1,834 million.
|
• |
Net revenues increased by Ps. 8,126 million primarily due to: (i) higher natural gas transportation and conditioning services in Vaca Muerta for Ps. 12,927 million, and (ii) compression of natural gas
services by Ps. 1,934 million. These effects were partially offset by the decrease in the exchange rate on sales revenues denominated in U.S. dollars for Ps. 7,000 million and lower operation and maintenance services rendered by Ps. 411
million.
|
• |
Costs of sales, administrative and selling expenses increased by Ps. 4,986 million, mainly due to the increase in: (i) professional services fees by Ps.1,249 million, (ii) depreciations of Ps. 613
million, (iii) salaries, wages and other compensation by Ps. 551 million, and (iv) turnover tax by Ps. 579 million.
|
• |
Net revenues increased by Ps.84 million in the year ended December 31, 2022, when compared to 2021.
|
• |
Costs of sales, administrative and selling expenses increased by Ps.242 million in the year ended December 31, 2022, when compared to 2021.
|
Years ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
(in millions of pesos)
|
||||||||||||
Cash and cash equivalents at the beginning of the year
|
9,308
|
26,865
|
42,607
|
|||||||||
Cash flows provided by operating activities
|
189,571
|
110,282
|
183,804
|
|||||||||
Cash flows used in investing activities
|
(206,428
|
)
|
(125,235
|
)
|
(183,701
|
)
|
||||||
Cash flows provided by / (used in) financing activities
|
24,653
|
11,292
|
(5,821
|
)
|
||||||||
Net (decrease) / increase in cash and cash equivalents
|
7,796
|
(3,660
|
)
|
(5,718
|
)
|
|||||||
Foreign exchange gains on cash and cash equivalents
|
1,451
|
911
|
1,960
|
|||||||||
Monetary results effect on Cash and cash equivalents
|
(11,955
|
)
|
(14,808
|
)
|
(11,984
|
)
|
||||||
Cash and cash equivalents at the end of the year
|
6,599
|
9,308
|
26,865
|
2023
|
2023
|
2022
|
||||||||||
(in millions of U.S. dollars) (2)
|
(in millions of pesos)
|
|||||||||||
Current loans:
|
||||||||||||
2018 Notes Interest
|
5
|
4,278
|
2,919
|
|||||||||
Bank loans
|
62
|
49,995
|
5,663
|
|||||||||
Leasing
|
8
|
6,295
|
3,625
|
|||||||||
Total current loans
|
75
|
60,567
|
12,207
|
|||||||||
Non-current loans:
|
||||||||||||
2018 Notes
|
470
|
380,226
|
259,379
|
|||||||||
Leasing
|
14
|
10,921
|
9,648
|
|||||||||
Bank loans
|
25
|
19,934
|
13,402
|
|||||||||
Total non-current loans
|
508
|
411,081
|
282,428
|
|||||||||
Total loans(1)
|
583
|
471,648
|
294,635
|
Amount in U.S.$
|
500,000,000
|
|||
Interest Rate
|
6,75% annual
|
|||
Pricing
|
99,725%
|
|||
Date of Payment
|
|
Percentage
on the
Principal
Amount to
be Paid
|
||
Amortization
|
May 2, 2025
|
100% | ||
Frequency of Interest Payment
|
Semiannual, payable on May 2 and November 2 of each year.
|
|||
Guarantor
|
None.
|
Currency
|
Amount
(in miles)
|
Interest
rate
|
Expiration date
|
|||||||
USD
|
60,162
|
7.76
|
%
|
Between January and November 2024
|
||||||
Euros
|
61
|
7.00
|
%
|
May 2024
|
Amount in US$
|
24,000,000
|
Interest rate
|
1.5% annual rate
|
Amortization
|
January 25, 2025
|
Interest payment frequency
|
Upon maturity
|
Collateral
|
Fixed-term deposit in foreign currency (1)
|
•
|
Is also a member of the management body of the controlling entity or another company belonging to the same economic group by a relationship existing at the time of its
election or that ceased during the three years immediately preceding.
|
•
|
Is linked to the issuer or its shareholders that hold directly or indirectly “significant shareholding” or with companies in which these also have direct or indirectly
“significant shareholding,” or was linked to them by a contract of employment during the last three years.
|
•
|
Provides, or belongs to a professional corporation or association, which renders professional services to or receives any form of remuneration or fees (other than the
corresponding remuneration for its position in the administration body) from the issuer, or those shareholders that have any direct or indirect “significant shareholding” in us or from corporations in which shareholders also have
any direct or indirect “significant shareholding.”
|
•
|
Directly or indirectly, holds five percent or more of shares entitled to vote of our capital or in a company which holds “significant shareholding” in the latter.
|
• |
Directly or indirectly, sells or provides goods or services to the company or its shareholders, who hold direct or indirect “significant shareholding” for an amount substantially higher than the
compensation received from the position as members of the administration body. This prohibition covers commercial relations that took place during the last three years prior to the appointment as director.
|
•
|
Has been a director, manager, administrator or principal executive of non-governmental organizations that have received funds, for amounts exceeding Ps. 800,000 from
the company, its controlling entity and other companies of the group of which tgs is a part.
|
•
|
Receives some payment, including participation in stock option plans, from the company or the companies in its same group, other than the fees to be received under his
position as director.
|
•
|
Has served as director at the company, its controlling entity or another company belonging to the same economic group for more than ten years. The condition of
independent director will be recovered after at least three years have elapsed since the cessation of his position as director.
|
•
|
Is a husband or wife, legal partner, close relative up to third degree of consanguinity or second degree of relationship that, in the case of being a member of the
administrative body, would not be independent as set forth in the CNV regulations.
|
Name
|
Date of Appointment
|
Term
Expires
|
Position
|
Position in Other Company
|
||||
Horacio Jorge Tomás Turri
|
4/17/2024
|
2025
|
Chairman
|
Executive director oil and gas at Pampa Energía
|
||||
Luis Alberto Fallo
|
4/17/2024
|
2025
|
Vice Chairman
|
Director of Sagua Argentina S.A.
|
||||
Pablo Daniel Viñals Blake
|
4/17/2024
|
2025
|
Director
|
Partner at Marval O’Farrell Mairal Law Firm
|
||||
María Carolina Sigwald
|
4/17/2024
|
2025
|
Director
|
Legal Executive director at Pampa Energía
|
||||
Luis Rodolfo Secco
|
4/17/2024
|
2025
|
Independent Director
|
Economist
|
||||
Carlos Alberto Olivieri
|
4/17/2024
|
2025
|
Independent Director
|
Independent Consultant
|
||||
Carlos Alberto Di Brico
|
4/17/2024
|
2025
|
Independent Director
|
Public Accountant
|
||||
Carlos Alberto Caffarini
|
4/17/2024
|
2025
|
Independent Director
|
Partner of the law firm Caffarini & Asociados
|
||||
Federico Alberto Levy Alen
|
4/17/2024
|
2025
|
Independent Director
|
Partner at pharmaceutical industry
|
||||
Jorge Romualdo Sampietro
|
4/17/2024
|
2025
|
Alternate Director
|
Senior Director at Petroquímica Cuyo
|
||||
Gerardo Carlos Paz
|
4/17/2024
|
2025
|
Alternate Director
|
Pampa Energía’s legal affairs vice president
|
||||
Francisco Antonio Macías
|
4/17/2024
|
2025
|
Alternate Director
|
Partner at Marval O’Farrell Mairal Law Firm
|
||||
María Agustina Montes
|
4/17/2024
|
2025
|
Alternate Director
|
Legal affairs and compliance manager at Pampa Energía
|
||||
Enrique Llerena
|
4/17/2024
|
2025
|
Independent Alternate Director
|
Partner at Llerena – Amadeo Law Firm
|
||||
Santiago Alberto Fumo
|
4/17/2024
|
2025
|
Independent Alternate Director
|
Independent consultant
|
||||
Martin Irineo Skubic
|
4/17/2024
|
2025
|
Independent Alternate Director
|
Manager of Alliances and New Business Development Latam South at Elli Lilly Interamerica
|
||||
Hernán Castrogiovanni
|
4/17/2024
|
2025
|
Independent Alternate Director
|
Coordinator of the General Directorate of Project Analysis at the FGS-Anses
|
||||
Gastón Ignacio Marra
|
4/17/2024
|
2025
|
Independent Alternate Director
|
Advisor at the ANSES
|
Name
|
Year of
Appointment
|
Position
|
||
Oscar Jose Sardi
|
2019
|
CEO
|
||
Claudia Trichilo
|
2019
|
Operations Director
|
||
Carlos Hector Sidero
|
2013
|
Human Resources Director
|
||
Alejandro Mario Basso
|
2016
|
CFO and Services Director
|
||
Hernan Diego Flores Gomez
|
2017
|
Legal Affairs Director
|
||
Juan Ignacio de Urraza
|
2020
|
Business Director
|
||
Rubén De Muria
|
2018
|
Institutional and Regulatory Affairs Director
|
- |
supervise the internal control and accounting systems as well as the reliability of the latter and all the financial information and other significant issues that are to be submitted to the SEC, CNV and BYMA in compliance with the
applicable disclosure policies;
|
- |
supervise the application of information policies regarding our risk management;
|
- |
ensure that the market is informed about those operations where there may be a conflict of interest with one or more members of the Board of Directors, controlling shareholders or other parties as defined by the applicable
regulations;
|
- |
express its view on the reasonableness of fees and stock option plans for directors submitted by the Board of Directors;
|
- |
express its view as to compliance with laws and regulations and the reasonableness of the conditions of an issuance of shares (or convertible securities), in the case of a capital increase, excluding or limiting preferential rights;
|
- |
oversee compliance with the Code of Ethics (see “Item 16B. Code of Ethics”); and other relevant rules;
|
- |
issue a well-founded opinion on whether the terms and conditions of relevant transactions with related parties are according to market practice, within five business days from the receipt of a petition issued by the Board of
Directors, and at any other time at which a conflict of interest exists or might exist;
|
- |
prepare an annual working plan for the fiscal year and notify the Board of Directors and the Statutory Committee within 60 days from the beginning of the period;
|
- |
fulfill all the obligations stated in our Bylaws and applicable laws and regulations;
|
- |
express its view on the Board of Directors’ proposals on whether to appoint the external auditors to be hired and monitor the auditors’ independence; and
|
- |
establish procedures for: (i) the receipt, treatment, investigation and administration of the complaints received by us regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous
submission by our employees of concerns regarding questionable accounting or auditing matters.
|
- |
review their plans; and
|
- |
evaluate and give an opinion on their plans and performance when issuing the annual Financial Statements.
|
- |
analyze the different services rendered by the external auditors as well as their independence, according to Technical Resolution (“TR”) No. 34 of the FACPCE, and any other related regulations issued by professional councils;
|
- |
report separately the fees billed as follows: (i) fees for external audit and other related services meant to provide reliability to third parties (e.g., special reports about internal controls, shareholding prospectuses,
certifications and special reports requested by regulators, etc.); and (ii) fees related to other special services different from those mentioned above; and
|
- |
review independence policies of the external auditors in order to verify their fulfillment.
|
- |
Give a prior assessment, that shall be used by the CNV to require us to designate an external auditor as requested by minority shareholders, as long as such shareholders represent at least 5% of our common stock and provide a
justified request (in those cases in which the minority shareholders’ rights might be affected) and if CNV understands the credibility of the damage invoked by said shareholders in order to carry out one or more specific reviews. The
charges of such reviews shall be borne by the petitioning shareholders (Act No. 26,381, article 108.f);
|
- |
provide a well-founded assessment about an acquiring tender (Act No. 26,381, article 98); and
|
- |
issue a report supporting a Board of Directors’ resolution to buy back our shares (Act No. 26,381, article 64).
|
Name
|
Member
since
|
Term
Expires
|
Position
|
|||
Pablo Fabián Waisberg
|
8/21/2020
|
2025
|
Syndic
|
|||
José Daniel Abelovich
|
4/21/2020
|
2025
|
Syndic
|
|||
María Valeria Fortti
|
4/21/2020
|
2025
|
Syndic
|
|||
Marcelo Héctor Fuxman
|
4/21/2020
|
2025
|
Alternate Syndic
|
|||
Fernando Pedro Tetamanti
|
8/21/2020
|
2025
|
Alternate Syndic
|
|||
Héctor Horacio Canaveri
|
4/19/2023
|
2025
|
Alternate Syndic
|
Number of Employees as of December 31, |
||||||||||||
Department
|
2023
|
2022
|
2021
|
|||||||||
General
|
2
|
2
|
2
|
|||||||||
Administration, Finance and Services
|
121
|
118
|
118
|
|||||||||
Human Resources
|
29
|
27
|
27
|
|||||||||
Legal Affairs
|
11
|
11
|
11
|
|||||||||
Public and Regulatory Affairs
|
12
|
11
|
11
|
|||||||||
Safety and Environmental
|
30
|
30
|
31
|
|||||||||
Business
|
72
|
73
|
76
|
|||||||||
Internal Audit
|
5
|
4
|
4
|
|||||||||
Operations
|
840
|
814
|
822
|
|||||||||
Trainees program
|
3
|
5
|
6
|
|||||||||
Total
|
1,125
|
1,095
|
1,108
|
Number of Employees as of December 31, | ||||||||||||
Location
|
2023
|
2022
|
2021
|
|||||||||
City of Buenos Aires
|
301
|
290
|
289
|
|||||||||
Province of Buenos Aires
|
445
|
444
|
455
|
|||||||||
Province of Chubut
|
55
|
54
|
59
|
|||||||||
Province of La Pampa
|
17
|
14
|
13
|
|||||||||
Province of Neuquén
|
156
|
141
|
138
|
|||||||||
Province of Río Negro
|
63
|
65
|
59
|
|||||||||
Province of Santa Cruz
|
85
|
84
|
92
|
|||||||||
Province of Tierra del Fuego
|
3
|
3
|
3
|
|||||||||
Total
|
1,125
|
1,095
|
1,108
|
Name of Beneficial Owner
|
Number of Shares(1)
|
Percent of Total
Common Shares
|
Class
|
|||||||||
CIESA
|
405,192,594
|
51.00
|
%
|
A |
|
|||||||
FGS
|
190,685,633
|
24.00
|
%
|
B | ||||||||
Holders through BYMA
|
79,438,009
|
10.00
|
%
|
B | ||||||||
Treasury shares
|
41,734,225
|
5.25
|
%
|
B | ||||||||
ADRs through Citi
|
77,444,822
|
(1)
|
9.75
|
%
|
B |
|
||||||
Total
|
794,495,283
|
100.00
|
%
|
--
|
• |
On July 27, 2016, Pampa Energía acquired from Petrobras Internacional Braspetro B.V. all the stock and voting rights of Petrobras Participaciones S.L., the holder of the 67.1933% of the capital stock and
voting rights of Petrobras Argentina and, consequently, the indirect control of Petrobras Hispano Argentina.
|
• |
On the same day, (i) Pampa Energía and its subsidiary Pampa Participaciones S.A. sold all of the capital stock and voting rights of PEPCA to GIP by 51%, WST S.A. (“WST”)
by 45.8% and PCT L.L.C. by 3.2% and (ii) Pampa Inversiones S.A. transferred its status as beneficiary of the Trust to GIP and PCT, in a proportion of 55% and 45%, respectively. This transaction was authorized by ENARGAS on August 9,
2016, through Resolution No. I / 3939.
|
• |
On January 17, 2017, CIESA was informed of the exercise of the swap option agreed among Pampa Energía, GIP, WST and PCT LLC. Pursuant to such option, (i) GIP and PCT transferred to PHA (formerly Petrobras
Hispano Argentina) their position as beneficiary of a trust formed to that purpose (the “CIESA Trust”) owning of 40% of the stock and voting rights of CIESA; and (ii) Pampa Energía and PHA
(formerly Petrobras Hispano Argentina) transferred to GIP and PCT shares representative of 40% of the capital and voting rights of CIESA, while Pampa Energía kept a direct participation in CIESA of 10% of its capital and voting rights.
|
• |
On March 24, 2020, CIESA was informed of the transfer of the 40% capital stock owned by the CIESA Trust to PHA.
|
• |
On July 13, 2020, PCT acquired WST participation in PEPCA, or 4.58% of CIESA, which resulted in GIP and PCT owning in the aggregate 50% in CIESA.
|
• |
On January 5, 2022, Pampa Energía merged with PHA. By virtue of this, PHA transferred to Pampa Energía all of the shares it held in CIESA, and as of that date, Pampa Energía had a 50% direct participation
in CIESA.
|
• |
Public takeover bids addressed to all holders of such shares at a fair price authorized by the CNV, under the terms of Chapters II, III and IV of Title III of the Capital Markets Law.
|
• |
Exchange of shares for other shares of the same or another company in the context of a merger, split or corporate reorganization processes.
|
Shareholder
|
Number of shares
|
Class of shares
|
Ownership
(%)
|
||
Pampa Energía S.A.
|
319,409,348
|
A
|
50%
|
||
PEPCA S.A.
|
63,881,870
|
B
|
10%
|
||
PCT L.L.C.
|
114,987,364
|
B
|
18%
|
||
Grupo Inversor Petroquímica S.L.
|
140,540,114
|
B
|
22%
|
||
Total
|
638,818,696
|
• |
agreements for the purchase of natural gas used as RTP;
|
• |
natural gas transportation services;
|
• |
liquids sales; and
|
• |
compression and treatment of natural gas services. On November 1, 2016, Pampa Energía assigned the operation of the Río Neuquén area and its related contracts to YPF. Until that date, our transactions
under those contracts were reported as transactions with related parties of our Midstream business segment.
|
• |
The board of directors approved the formation of the UT together with SACDE. The corporate purpose of the UT is to assembly of pipes for the construction of the project of “Expansion of the Natural Gas
Transportation and Distribution System” in the province of Santa Fé, called through National Public Bid No. 452-0004-LPU17 by the former MINEM (the “Santa Fe Work”).
|
• |
On October 27, 2017, tgs - SACDE UT executed the corresponding work contract with the former MINEM. UT will continue to exist until its purpose has been fulfilled,
that is, once the work involved in the Santa Fe Work and until the end of the warranty period, set at 18 months from the provisional reception.
|
Revenues
|
Costs
|
Financial results
|
|||||||||||||||||||||||||||||||||||
Company
|
Natural
Gas
Transportation
|
Production
and
commercialization
of
Liquids
|
Midstream
|
Gas
purchase
and
others
|
Compensa-tion
for
technical
assistance
|
Revenues
for
administrative
services
|
Selling
expenses
|
Interest
expenses
|
Interest income /
fair value results
|
||||||||||||||||||||||||||||
(in thousands of pesos)
|
|||||||||||||||||||||||||||||||||||||
Controlling shareholder:
|
|||||||||||||||||||||||||||||||||||||
CIESA
|
-
|
-
|
-
|
-
|
-
|
219
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
|||||||||||||||||||||||||||||||||||||
Pampa Energía
|
3,460,789
|
8,605,778
|
17,632,528
|
16,522,448
|
6,078,353
|
-
|
-
|
917,514
|
-
|
||||||||||||||||||||||||||||
tgs´ associates with significant influence:
|
|||||||||||||||||||||||||||||||||||||
Link
|
-
|
-
|
141,201
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Other related companies:
|
|||||||||||||||||||||||||||||||||||||
SACDE.
|
-
|
-
|
53,269
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Comercializadora e inversora S.A.
|
700,506
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||
Transener S.A.
|
-
|
-
|
593
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
89,665
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||
CT Barragan
|
-
|
-
|
59,891
|
-
|
-
|
-
|
-
|
-
|
6.810,283
|
||||||||||||||||||||||||||||
Fundación tgs
|
-
|
-
|
-
|
-
|
-
|
-
|
141,456
|
-
|
-
|
||||||||||||||||||||||||||||
Total
|
4,250,960
|
8,605,778
|
17,887,482
|
16,522,448
|
6,078,353
|
219
|
141,456
|
917,514
|
6.810,283
|
• |
Per the Tax Reform, for fiscal periods beginning on January 1, 2018, distribution of dividends made to human persons and foreign beneficiaries are subject to a tax withholding which we must withhold and
enter to the tax authority as a single and definitive payment when the dividends are paid. This additional tax will be 7% or 13%, depending on whether the dividends distributed correspond to earnings of a fiscal period at the enacted
income tax rate of 30% or 25%, respectively. For these purposes it is considered, without admitting proof to the contrary, that the dividends that are made available correspond, firstly, to the oldest accumulated earnings.
|
• |
The acquisition of treasury shares and the additional paid-up capital for the distribution of treasury shares in accordance with CNV Rules, restricts the amount of the retained earnings that the Company
may distribute. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Repurchase of Shares.”
|
• |
According to the BCRA regulations, under certain conditions, we have to obtain its previous authorization before transferring dividend payments outside of Argentina. For additional information see “Item 10. Additional Information—D. Exchange Controls.”
|
Dividends declared and paid
|
|||||||||||||||||||||
Year ended
December 31,
|
(in millions
of Ps.)(1)
|
(in millions
of U.S.$)(2)
|
(Ps.per
share)(1)
|
(U.S.$ per
share)(2)
|
(U.S.$ per
ADS)(2)
|
||||||||||||||||
2019(3)(4)
|
17,683
|
222.4
|
22.78
|
0.286
|
1.432
|
||||||||||||||||
2020
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
2021
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
2022
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
2023
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Stated in Ps.at Current Currency.
|
(2)
|
Stated in U.S. dollars translated from pesos at the exchange rate in effect on the payment date.
|
(3)
|
At the General 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.
|
(4)
|
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.
|
• |
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.
|
•
|
issue regulations that allow stock brokers and brokerage firms authorized by the CNV to perform their duties;
|
•
|
authorize, suspend and cancel the listing and/or trading of negotiable securities pursuant to the provisions set forth in its bylaws;
|
• |
issue regulations that ensure veracity in the record of prices and trades;
|
•
|
issue the regulations and policies deemed necessary to ensure transparency in the trades conducted by member stock brokers;
|
• |
fix the margins that member brokers are to comply with for each type of trade BYMA guarantees; and
|
• |
set up arbitration tribunals.
|
• |
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.”
|
• |
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 making certain other restricted payments and investments with respect to any fiscal year or fiscal semester unless: (i) no event of
default or potential event of default shall have occurred and be continuing and (ii) immediately after giving effect to such restricted payment, we would be able to incur at least U.S.$1.00 of additional indebtedness pursuant to the
limitation on indebtedness covenant;
|
• |
limitations on our and our subsidiaries’ ability to enter into sale-leaseback transactions;
|
• |
limitations on our and our subsidiaries’ ability to enter into a transaction with an affiliate, unless such transaction is on terms that are not materially less favorable to us or our subsidiary than we
or such subsidiary would obtain in a comparable arm’s-length transaction with a non-affiliate;
|
• |
a limitation on our and our subsidiaries’ ability to sell our assets; and
|
• |
a limitation on our and our subsidiaries’ ability to enter into a merger, consolidation or similar transaction.
|
• |
default in the payment of principal, interest or any other amount due under the terms of the 2018 Notes after a specified grace period with respect to payments other than principal;
|
• |
breach of obligations contained in the 2018 Notes after a specified cure period;
|
• |
cross-default and cross-acceleration with respect to other debt obligations with an aggregate principal amount equal to or exceeding U.S.$50 million;
|
• |
the occurrence of certain bankruptcy events or enforcement proceedings;
|
• |
enforcement of monetary judgments exceeding U.S.$50 million; and
|
• |
the occurrence of certain material adverse events with respect to our License, such as the revocation, suspension for a period of greater than 180 days or termination of the License.
|
i. |
The customer is a natural or legal person classified as a MiPyMe according to the rules for determining the micro, small, and medium-sized enterprise condition.
|
ii. |
The total amount of debt for imports of goods and services before December 13, 2023, pending payment is less than or equal to U.S.$ 500,000.
|
iii. |
The customer has registered all of its debts for imports of goods and services in the “Commercial Debt Register for Imports with Foreign Suppliers.”
|
iv. |
Payments made do not exceed the equivalent amount declared in the aforementioned register.
|
v. |
The transaction is declared, if applicable, in the last overdue submission of the External Assets and Liabilities Survey.
|
vi. |
The entity has a sworn statement from the customer confirming that all debts for imports of goods and services before December 13, 2023, have been declared in the aforementioned register, the amount owed does not exceed the
equivalent of U.S.$ 500,000, and the amounts paid do not exceed the limits set out in point 1.4 of Communication “A” 7952.
|
i. |
The market value of the transactions does not exceed the difference between the value obtained by selling with settlement in foreign currency abroad of the Bonds for the Reconstruction of a Free Argentina acquired in the primary
subscription and their nominal value, if the former is lower.
|
ii. |
The accounts to be credited are not located in countries or territories where the recommendations of the Financial Action Task Force are not applied or not sufficiently applied.
|
Annual taxable income (ARS)
|
Tax due on lower limit
(ARS)
|
Marginal rate on the excess of the
lower limit
|
||
0 to 14.3 million
|
ARS 0
|
25%
|
||
Over 14.3 million to 143.01 million
|
ARS 3.57 million
|
30%
|
||
Over 143.01 million
|
ARS 42.19 million
|
35%
|
• |
Income tax would be assessed on 110% of the amount of funds transferred;
|
• |
VAT would be assessed on 110% of the amount of funds transferred. Even though the concept “income arising from” is not clear, it could be construed as any fund transfer;
|
• |
from an account in a non-cooperative jurisdiction, or from a bank account opened outside of a non-cooperative jurisdiction but owned by an entity located in a non-cooperative jurisdiction; or
|
• |
to a bank account located in Argentina or to a bank account opened outside of Argentina but owned by an Argentina tax resident.
|
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.
|
Service
|
Rate
|
By Whom Paid
|
|||
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.
|
Year ended December 31,
|
||||||||||||||||
PwC
|
EY
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(In thousands of pesos)
|
||||||||||||||||
Audit fees
|
269,510
|
245,620
|
275,772
|
245,399
|
||||||||||||
Tax fees
|
-
|
-
|
11,816
|
-
|
||||||||||||
Total fees
|
269,510
|
245,620
|
287,588
|
245,399
|
Item 16E.
|
Purchases of Registered Equity Securities of the Issuer by the Issuer and Affiliated Purchasers
|
• |
applicable Argentine law (particularly, the General Companies Act),
|
• |
the standards of BYMA,
|
• |
Capital Markets Law and Decree No. 1,023/2013,
|
• |
the standards of the CNV,
|
• |
our Bylaws,
|
• |
our integrity program and other internal control policies and procedures, and
|
• |
certain rules of the NYSE applicable to listed foreign private issuers.
|
Page
|
|
Reports of independent registered public accounting firms EY, Argentina, PCAOB ID # PwC, Argentina, PCAOB ID #
|
F-3
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9
|
Exhibits
No.
|
||
Corporate Charter and Bylaws.
|
||
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.(3)
|
||
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.
|
||
Clawback Policy
|
||
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.
|
TRANSPORTADORA DE GAS DEL SUR S.A.
|
|||
(Registrant)
|
|||
By:
|
/s/ Oscar José Sardi
|
||
Name:
|
Oscar José Sardi
|
||
Title:
|
Chief Executive Officer
|
||
/s/ Alejandro M. Basso
|
|||
Name:
|
Alejandro M. Basso
|
||
Title:
|
Chief Financial Officer and Services Vice President
|
||
|
|||
Dated: April 24, 2024
|
/s/
|
/s/
|
|
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L
|
/s/ Paula Verónica Aniasi
|
Member of Ernst & Young Global Limited
|
/s/
|
/s/
|
|
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L
|
/s/ Paula Verónica Aniasi
|
Member of Ernst & Young Global Limited
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
Notes
|
2023
|
2022
|
2021
|
|||||||||||||
Revenues
|
8.h.
|
|
|
|
||||||||||||
Net cost of sales
|
8.i.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Gross profit
|
|
|
|
|||||||||||||
Administrative expenses
|
8.j.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Selling expenses
|
8.j.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Other operating results, net
|
8.l.
|
(
|
)
|
(
|
)
|
|
||||||||||
Operating profit
|
|
|
|
|||||||||||||
Net financial results
|
||||||||||||||||
Financial income
|
8.k.
|
|
|
|
||||||||||||
Financial expenses
|
8.k.
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Other financial results
|
8.k.
|
|
|
|
||||||||||||
(Loss) / Gain on net monetary position
|
8.k.
|
(
|
)
|
|
|
|||||||||||
Total net financial results
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
Share of (loss) / profit from associates
|
11
|
(
|
)
|
|
|
|||||||||||
Net income before income tax
|
|
|
|
|||||||||||||
Income tax expense
|
14
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||||||
Total comprehensive income attributable to:
|
||||||||||||||||
Owners of the Company
|
|
|
|
|||||||||||||
Non-controlling interests
|
|
|
|
|||||||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||||||
Total comprehensive income per share attributable to owners of the Company: |
||||||||||||||||
Weighted average number of outstanding ordinary shares
|
|
|
|
|||||||||||||
Basic and diluted earnings per share
|
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
AS OF DECEMBER 31, 2023 AND 2022
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
Notes
|
2023
|
2022
|
||||||||||
ASSETS
|
||||||||||||
Non-current assets
|
||||||||||||
Property, plant and equipment
|
12
|
|
|
|||||||||
Investments in associates
|
9
|
|
|
|||||||||
Financial assets measured at amortised cost
|
8.m.
|
|
|
|||||||||
Deferred income tax asset
|
14
|
|
|
|||||||||
Other receivables
|
8.a.
|
|
|
|||||||||
Total non-current assets
|
|
|
||||||||||
Current assets
|
||||||||||||
Other receivables
|
8.a.
|
|
|
|||||||||
Inventories
|
|
|
||||||||||
Trade receivables
|
8.b.
|
|
|
|||||||||
Contract assets
|
|
|
||||||||||
Financial assets measured at amortised cost
|
8.m.
|
|
|
|||||||||
Financial assets at fair value through profit or loss
|
8.n.
|
|
|
|||||||||
Cash and cash equivalents
|
8.c.
|
|
|
|||||||||
Total current assets
|
|
|
||||||||||
Total Assets
|
|
|
||||||||||
EQUITY
|
||||||||||||
Common stock
|
|
|
||||||||||
Treasury shares
|
|
|
||||||||||
Cost of acquisition of treasury shares
|
(
|
)
|
(
|
)
|
||||||||
Additional paid-up capital
|
(
|
)
|
(
|
)
|
||||||||
Legal reserve
|
|
|
||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
|
|
||||||||||
Accumulated retained earnings
|
|
|
||||||||||
Equity attributable to equity holders of the parent |
||||||||||||
Non-controlling interests
|
|
|
||||||||||
Total equity
|
|
|
||||||||||
LIABILITES
|
||||||||||||
Non-current liabilities
|
||||||||||||
Deferred tax liabilities
|
14
|
|
|
|||||||||
Taxes payables |
8.f. |
|||||||||||
Contract liabilities
|
8.d.
|
|
|
|||||||||
Loans
|
13
|
|
|
|||||||||
Total non-current liabilities
|
|
|
||||||||||
Current liabilities
|
||||||||||||
Provisions
|
15
|
|
|
|||||||||
Contract liabilities
|
8.d.
|
|
|
|||||||||
Other payables
|
8.e.
|
|
|
|||||||||
Taxes payables
|
8.f.
|
|
|
|||||||||
Income tax payable
|
|
|
||||||||||
Payroll and social security taxes payable
|
8.o.
|
|
|
|||||||||
Loans
|
13
|
|
|
|||||||||
Trade payables
|
8.g.
|
|
|
|||||||||
Total current liabilities
|
|
|
||||||||||
Total liabilities
|
|
|
||||||||||
Total equity and liabilities
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF
CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
Shareholders Contributions
|
Retained Earnings
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares
|
Treasury shares
|
Reserve for
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
capital,
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Inflation | Inflation |
Acquisition
|
Additional
|
expenditures
|
Non-
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Common | adjustment | Common | adjustment |
cost of | paid-up | acquisition of | Accumulated | Controlling | ||||||||||||||||||||||||||||||||||||||||||||||||
stock | to common |
stock (1) |
to common
|
treasury
|
capital
|
Legal |
treasury shares
|
retained | Subtotal | Total | interests | Total | ||||||||||||||||||||||||||||||||||||||||||||
stock
|
stock (1)
|
shares (1) | Subtotal |
reserve
|
and/or dividends
|
earnings
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders´
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 20, 2021
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury
shares and/or dividends |
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary and Extraordinay Shareholders´
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 5, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2022 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Resolutions of the Ordinary Shareholders
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meeting held on April 19, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal Reserve
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derecognition of reserves
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve for capital expenditures, acquisition of treasury shares and/or dividends
|
( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2023 | ( |
) | ( |
) |
(1)
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
(Stated in thousands of pesos as described in Note 3 and 4.d.)
|
2023
|
2022
|
2021
|
||||||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
|
||||||||||||
Total comprehensive income for the year
|
|
|
|
|||||||||
Reconciliation of total comprehensive income to cash flows provided by operating activities:
|
||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|||||||||
Derivative financial instrument results
|
|
|
|
|||||||||
Disposal of property, plant and equipment
|
|
|
|
|||||||||
Share of loss / (gain) from associates
|
|
(
|
)
|
(
|
)
|
|||||||
Increase in provisions
|
|
|
|
|||||||||
Interest expense accrual, net
|
|
|
|
|||||||||
Interest loss / (income) on other financial assets other than cash and cash equivalents
|
(
|
)
|
(
|
)
|
|
|||||||
Income tax
|
|
|
|
|||||||||
Notes repurchase result
|
|
|
|
|||||||||
Allowance for doubtful accounts
|
|
|
(
|
)
|
||||||||
Foreign exchange loss
|
|
|
|
|||||||||
Loss / (Gain) on net monetary position
|
|
(
|
)
|
(
|
)
|
|||||||
Changes in assets and liabilities:
|
||||||||||||
Trade receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other receivables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Inventories
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Trade payables
|
|
|
|
|||||||||
Contract assets
|
|
|
|
|||||||||
Payroll and social security taxes
|
|
|
|
|||||||||
Taxes payables
|
|
|
|
|||||||||
Other payables
|
(
|
)
|
(
|
)
|
|
|||||||
Provisions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Income tax paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Contract liabilities
|
|
|
(
|
)
|
||||||||
Derivative financial instruments payment
|
( |
) | ( |
) | ||||||||
Cash flows provided by operating activities
|
|
|
|
|||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
||||||||||||
Additions to property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Dividends received
|
||||||||||||
Financial assets not considered cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash flows used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
CASH FLOWS PROVIDED BY / (USED IN) FINANCING ACTIVITIES
|
||||||||||||
Proceeds from loans
|
|
|
|
|||||||||
Payments of loans
|
(
|
)
|
(
|
)
|
|
|||||||
Payments of leases
|
( |
) | ||||||||||
Cost of repurchase of notes
|
|
(
|
)
|
(
|
)
|
|||||||
Cash flows provided by / (used in) financing activities
|
|
|
(
|
)
|
||||||||
NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(
|
)
|
(
|
)
|
|||||||
Cash and cash equivalents at the beginning of the year
|
|
|
|
|||||||||
Foreign exchange gain on Cash and cash equivalents
|
|
|
|
|||||||||
Monetary results effect on Cash and cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash and cash equivalents at the end of the year
|
|
|
|
TRANSPORTADORA DE GAS DEL SUR S.A.
Notes to the Consolidated Financial Statements as of December 31, 2023 and comparative information
(Stated in thousands of pesos as described in Note 3 and 4.d., unless otherwise stated)
|
1. |
BUSINESS DESCRIPTION
|
2.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
3.
|
BASIS OF PRESENTATION
|
4.
|
SIGNIFICANT ACCOUNTING POLICIES
|
4.b)
|
Consolidation
|
% of shareholding and
voting
|
|||||||||||
Company
|
Incorporation
country
|
Direct |
Indirect
|
Closing
date
|
Main activity |
||||||
% | |||||||||||
% |
|
% of
shareholding
|
||||
Company
|
and voting
|
Country
|
Main activity
|
Closing date
|
4.c)
|
Foreign currency translation
|
4.d)
|
Restatement to current currency - Comparative Information
|
4.e)
|
Financial instruments
|
i. |
Financial assets subsequently measured at amortized cost, and
|
ii. |
Financial assets subsequently measured at fair value (either with changes in other comprehensive income or with changes in results).
|
•
|
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
|
•
|
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
|
• |
Expected credit losses within of 12 months: these are expected credit losses that result from possible default events within 12 months after the filing date; and
|
• |
Expected credit losses during the life of the asset: these are expected credit losses that result from possible events of default during the expected life of a financial
instrument.
|
4.f)
|
Derivative financial instruments
|
4.g)
|
Inventories
|
4.h)
|
Trade receivables and other receivables
|
4.i)
|
Cash and cash equivalents
|
4.j)
|
Property, plant and equipment (“PPE”)
|
4.k)
|
Leases
|
4.l) |
Loans
|
4.m) |
Trade payables
|
4.n) |
Income tax and deferred income tax
|
Accumulated taxable net profit
|
Will pay $
|
More than %
|
On the surplus of $
|
|||||||||||||||
More than $
|
to $
|
|
|
|
||||||||||||||
$
|
|
$
|
|
$
|
|
|
|
$
|
|
|||||||||
$
|
|
$
|
|
$
|
|
|
|
$
|
|
|||||||||
$
|
|
On forward
|
$
|
|
|
|
$
|
|
4.o) |
Provisions
|
4.p) |
Revenue recognition from contract with customers
|
4.q) |
Government grants
|
4.r) |
Contract liabilities
|
4.s) |
Equity accounts
|
4.t) |
Basic and diluted earnings per share
|
2023
|
2022
|
2021
|
||||||||||
Net income attributable to owners of the Company
|
|
|
|
|||||||||
Weighted average number of outstanding shares (1)
|
|
|
|
|||||||||
Basic and diluited earnings per share
|
|
|
|
(1)
|
|
5. |
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
|
• |
Whether significant decreases in the market values of PPE elements took place.
|
• |
Whether prices of the main products and services that are marketed decreased.
|
• |
Whether significant changes in the regulatory framework were introduced.
|
• |
Whether operating costs suffered a materially increase.
|
• |
Whether evidence of obsolescence or physical damage has occurred.
|
• |
Whether the macroeconomic situation in which tgs carries out its activities, including significant variations in the sale prices of products, raw materials, interest
rates, etc, has worsen.
|
6.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
2023
|
2022
|
2021
|
||||||||||
Unpaid acquisition of PPE
|
|
|
|
|||||||||
Principal payment of financial lease (1)
|
|
|
|
(1)
|
7. |
CONSOLIDATED BUSINESS SEGMENT INFORMATION
|
Year ended December 31, 2023
|
||||||||||||||||||||||||
Production and | ||||||||||||||||||||||||
Natural Gas | Commercialization of | |||||||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating results
|
(
|
)
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||||
Operating profit
|
(
|
)
|
|
|
(
|
)
|
|
|
||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
Natural Gas |
Production and
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Identifiable assets
|
|
|
|
|
|
|||||||||||||||
Identifiable liabilities
|
|
|
|
|
|
Year ended December 31, 2022
|
||||||||||||||||||||||||
Production and
|
||||||||||||||||||||||||
Natural Gas | Commercialization of | |||||||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating results
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||||||||||
Operating profit
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
Production and
|
||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Identifiable assets
|
|
|
|
|
|
|||||||||||||||
Identifiable liabilities
|
|
|
|
|
|
Year ended December 31, 2021
|
||||||||||||||||||||||||
Production and
|
||||||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Eliminations
|
Total
|
|||||||||||||||||||
Revenues
|
|
|
|
|
-
|
|
||||||||||||||||||
Intersegment revenues
|
|
|
|
|
(
|
)
|
-
|
|||||||||||||||||
Cost of sales
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Administrative expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Selling expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Other operating results
|
(
|
)
|
|
|
|
|
|
|||||||||||||||||
Operating profit
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
Production and
|
||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Identifiable assets
|
|
|
|
|
|
|||||||||||||||
Identifiable liabilities
|
|
|
|
|
|
8. |
DETAIL OF SIGNIFICANT STATEMENT OF FINANCIAL POSITION AND STATEMENT OF COMPREHENSIVE INCOME CAPTIONS
|
a) |
Other receivables
|
2023
|
2022
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Turnover tax balance
|
|
|
|
|
||||||||||||
Income tax credit balance
|
|
|
|
|
||||||||||||
VAT credit balance
|
|
|
|
|
||||||||||||
Other tax receivables
|
|
|
|
|
||||||||||||
Prepaid expenses
|
|
|
|
|
||||||||||||
Advances to suppliers
|
|
|
|
|
||||||||||||
Deposits in guarantee
|
||||||||||||||||
Subsidies receivables
|
|
|
|
|
||||||||||||
Other Receivables UT
|
|
|
|
|
||||||||||||
Others
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
b) |
Trade receivables
|
2023
|
2022
|
|||||||
Current
|
Current
|
|||||||
Third parties
|
|
|
||||||
UT
|
|
|
||||||
Natural Gas Transportation
|
|
|
||||||
Production and Commercialization of Liquids
|
|
|
||||||
Midstream
|
|
|
||||||
Related parties (Note 21)
|
|
|
||||||
Natural Gas Transportation
|
|
|
||||||
Production and Commercialization of Liquids
|
|
|
||||||
Midstream
|
|
|
||||||
Allowance for doubtful accounts
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
Balances as of 12/31/2020
|
|
|||
Inflation adjustment restatement |
( |
) | ||
Additions
|
|
|||
Applications
|
|
|||
Reversals
|
|
|||
Balances as of 12/31/2021
|
|
|||
Inflation adjustment restatement
|
(
|
)
|
||
Additions
|
|
|||
Applications
|
|
|||
Reversals
|
|
|||
Balances as of 12/31/2022
|
|
|||
Inflation adjustment restatement
|
( |
) | ||
Additions(1) | ||||
Applications
|
( |
) | ||
Reversals
|
||||
Balances as of 12/31/2023
|
(1)
|
c) |
Cash and cash equivalents
|
2023
|
2022
|
|||||||
Cash and banks
|
|
|
||||||
UT Cash and banks
|
|
|
||||||
Mutual funds in local currency
|
|
|
||||||
Interest-bearing accounts
|
|
|
||||||
UT Mutual funds
|
|
|
||||||
Total
|
|
|
d) |
Contract liabilities
|
2023
|
2022
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Natural Gas Transportation
|
|
|
|
|
||||||||||||
Production and Commercialization of Liquids
|
|
|
|
|
||||||||||||
Midstream
|
|
|
|
|
||||||||||||
UT
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
e) |
Other payables
|
2023
|
2022
|
|||||||
Current
|
Current
|
|||||||
Payable for compensation for the Board of Directors and Supervisory Committee
|
|
|
||||||
Others
|
|
|
||||||
UT Other liabilities
|
|
|
||||||
Total
|
|
|
f) |
Taxes payables
|
2023
|
2022
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Health and safety tax
|
|
|
|
|
||||||||||||
Withholdings and perceptions made to third parties
|
|
|
|
|
||||||||||||
Turnover Tax
|
|
|
|
|
||||||||||||
Tax on exports
|
|
|
|
|
||||||||||||
Others
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
g) |
Trade payables
|
2023
|
2022
|
|||||||
Current
|
Current
|
|||||||
Suppliers
|
|
|
||||||
UT Suppliers
|
|
|
||||||
Customers (credit balances)
|
|
|
||||||
Related companies (Note 21)
|
|
|
||||||
Total
|
|
|
h) |
Revenues
|
2023
|
2022
|
2021 |
||||||||||
Sales of goods and services
|
|
|
|
|||||||||
Government grants |
|
|
|
|||||||||
Total
|
|
|
|
Year ended December 31, 2023
|
||||||||||||||||||||
Production and
|
||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
Year ended December 31, 2022
|
||||||||||||||||||||
Production and
|
||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
Year ended December 31, 2021
|
||||||||||||||||||||
Production and
|
||||||||||||||||||||
Natural Gas
|
Commercialization of
|
|||||||||||||||||||
Transportation
|
Liquids
|
Midstream
|
Telecommunications
|
Total
|
||||||||||||||||
Primary geographical market:
|
||||||||||||||||||||
External market
|
|
|
|
|
|
|||||||||||||||
Local market
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
|||||||||||||||
Timing of revenue recognition:
|
||||||||||||||||||||
Over the time
|
|
|
|
|
|
|||||||||||||||
At a point in time
|
|
|
|
|
|
|||||||||||||||
Total
|
|
|
|
|
|
i. |
Natural Gas Transportation:
|
2023
|
2022
|
2021
|
||||||||||
Firm
|
|
|
|
|||||||||
Access and Charge
|
|
|
|
|||||||||
Interruptible and Others
|
|
|
|
|||||||||
Total
|
|
|
|
ii. |
Production and Commercialization of Liquids:
|
2023
|
2022
|
2021 |
||||||||||
Product
|
|
|
|
|||||||||
Services
|
|
|
|
|||||||||
Total
|
|
|
|
iii. |
Midstream:
|
2023
|
2022
|
2021 |
||||||||||
Conditioning and treatment
|
|
|
|
|||||||||
Operation and maintenance |
|
|
|
|||||||||
Steam sales |
|
|
|
|||||||||
Construction |
|
|
|
|||||||||
UT Construction | ||||||||||||
Transportation and conditioning of Natural Gas | ||||||||||||
Others | ||||||||||||
Total |
|
i)
|
Net cost of sales
|
2023
|
2022
|
2021
|
||||||||||
Inventories at the beginning of the year
|
|
|
|
|||||||||
Purchases
|
|
|
|
|||||||||
Operating costs (Note 8.j.)
|
|
|
|
|||||||||
Inventories at the end of the year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total
|
|
|
|
j) |
Expenses by nature – Information required under art. 64 paragraph I, clause B) Commercial Companies Law for the years ended December 31, 2023, 2022 and 2021
|
2023
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other compensations
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Statutory Committee
|
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1)
|
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Doubtful accounts | ||||||||||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|||||||||||||||||||
Total 2023
|
|
|
|
|
|
|
(1)
|
|
2022
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other contributions
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Statutory Committee |
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1) |
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|
||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Costs of services rendered to third parties
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
||||||||||||||||||
Total 2022
|
|
|
|
|
|
|
(1)
|
|
2021
|
||||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||
Accounts
|
Total
|
Regulated
Activities
|
Non
Regulated
Activities
|
Administrative
expenses
|
Selling
expenses
|
Financial
expenses
|
||||||||||||||||||
Salaries, wages and other compensations
|
|
|
|
|
|
|
||||||||||||||||||
Social security taxes
|
|
|
|
|
|
|
||||||||||||||||||
Compensation to Directors and Statutory Committee |
|
|
|
|
|
|
||||||||||||||||||
Professional services fees
|
|
|
|
|
|
|
||||||||||||||||||
Technical operator assistance fees
|
|
|
|
|
|
|
||||||||||||||||||
Materials
|
|
|
|
|
|
|
||||||||||||||||||
Third parties services
|
|
|
|
|
|
|
||||||||||||||||||
Telecommunications and post expenses
|
|
|
|
|
|
|
||||||||||||||||||
Rents
|
|
|
|
|
|
|
||||||||||||||||||
Transports and freight
|
|
|
|
|
|
|
||||||||||||||||||
Easements
|
|
|
|
|
|
|
||||||||||||||||||
Offices supplies
|
|
|
|
|
|
|
||||||||||||||||||
Travels expenses
|
|
|
|
|
|
|
||||||||||||||||||
Insurance
|
|
|
|
|
|
|
||||||||||||||||||
Property, plant and equipment maintenance
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
|
||||||||||||||||||
Taxes and contributions
|
|
|
|
|
|
(1) |
|
|||||||||||||||||
Advertising
|
|
|
|
|
|
|
||||||||||||||||||
Doubtful accounts
|
(
|
|
|
|
(
|
|
||||||||||||||||||
Banks expenses
|
|
|
|
|
|
|
||||||||||||||||||
Interests expense
|
|
|
|
|
|
|||||||||||||||||||
Foreign exchange loss
|
|
|
|
|
|
|
||||||||||||||||||
Costs of services rendered to third parties
|
|
|
|
|
|
|
||||||||||||||||||
Other expenses
|
|
|
|
|
|
|
||||||||||||||||||
Total 2021
|
|
|
|
(1)
|
|
k)
|
Net financial results
|
2023
|
2022
|
2021
|
||||||||||
Financial income
|
||||||||||||
Interest income
|
|
|
|
|||||||||
Foreign exchange gain
|
|
|
|
|||||||||
Subtotal
|
|
|
|
|||||||||
Financial expenses
|
||||||||||||
Interest expense (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Foreign exchange loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Subtotal
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other financial results
|
||||||||||||
Notes repurchase results
|
|
(
|
)
|
(
|
)
|
|||||||
Derivative financial instruments results
|
|
(
|
)
|
(
|
)
|
|||||||
Fair value gains on financial instruments through profit or loss
|
|
|
|
|||||||||
Others
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Subtotal
|
|
|
|
|||||||||
(Loss) / Gain on net monetary position
|
(
|
)
|
|
|
||||||||
Total
|
(
|
)
|
(
|
)
|
(
|
)
|
(1)
|
|
l) |
Other operating results, net
|
2023
|
2022
|
2021
|
||||||||||
Net increase in provisions (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Recovery of insurance
|
|
|
|
|||||||||
Recovery action of VAT and income tax (Note 20.c) |
||||||||||||
Others
|
(
|
)
|
|
(
|
)
|
|||||||
Total
|
(
|
)
|
(
|
)
|
|
(1)
|
|
m) |
Financial assets at amortized cost
|
2023
|
2022
|
|||||||||||||||
Current
|
Non Current
|
Current
|
Non Current
|
|||||||||||||
Fixed term deposits in foreign currency (1)
|
|
|
|
|
||||||||||||
VRD bonds
|
|
|
|
|
||||||||||||
Private debt bonds
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
(1)
|
n) |
Financial assets at fair value through profit or loss
|
2023
|
2022
|
|||||||
Current
|
Current
|
|||||||
Public debt bonds
|
|
|
||||||
Corporate bonds with related parties |
||||||||
Corporate bonds |
||||||||
Equity instruments |
||||||||
Total
|
|
|
o) |
Payroll and social security taxes payable
|
2023
|
2022
|
|||||||
Current
|
Current
|
|||||||
Vacation benefit payable
|
|
|
||||||
Annual bonus payable
|
|
|
||||||
Social security taxes payable
|
|
|
||||||
UT
|
|
|
||||||
Total
|
|
|
9. |
INVESTMENTS IN ASSOCIATES
|
2023
|
2022 | |||||||||||||||
Description of securities
|
||||||||||||||||
Face | Amount | Book value | Book value | |||||||||||||
Name and issuer
|
value
|
|
|
|
||||||||||||
Transporte y Servicios de Gas en Uruguay S.A.
|
Ps. Uru.
|
|
|
|
||||||||||||
Emprendimientos de Gas del Sur S.A. (liquidated)
|
$
|
|
|
|
|
|||||||||||
Gas Link S.A.
|
$
|
|
|
|
|
|||||||||||
Total
|
|
|
10. |
JOINT ARRANGEMENTS
|
2023
|
2022
|
|||||||
Consolidated Statements of financial position
|
||||||||
Non Current assets
|
|
|
||||||
Current Assets
|
|
|
||||||
Total
|
|
|
||||||
Non Current Liabilities
|
|
|
||||||
Current Liabilities
|
|
|
||||||
Total
|
|
|
2023
|
2022
|
2021
|
||||||||||
Consolidated Statements of comprehensive income
|
||||||||||||
Gross (loss) / profit
|
(
|
)
|
|
|
||||||||
Operating loss
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net Financial results
|
|
|
|
|||||||||
Comprehensive income
|
|
|
|
11.
|
SHARE OF (LOSS) / PROFIT FROM ASSOCIATES
|
2023
|
2022
|
2021
|
||||||||||
EGS (liquidated)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
TGU
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Link
|
(
|
)
|
|
|
||||||||
Total
|
(
|
)
|
|
|
12. |
PROPERTY, PLANT AND EQUIPMENT
|
2023
|
||||||||||||||||||||||||||||||||||||||||||||
Cost
|
Depreciations
|
|||||||||||||||||||||||||||||||||||||||||||
Accumulated at
|
Accumulated at
|
|||||||||||||||||||||||||||||||||||||||||||
Beginning
|
End of the | the beginning | the end | Net | ||||||||||||||||||||||||||||||||||||||||
Account
|
of the year
|
Additions
|
Retirements
|
Transfers
|
year
|
of the year
|
Retirements
|
For the year
|
rate %
|
of the year
|
book value
|
|||||||||||||||||||||||||||||||||
Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Compressor plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Other plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Stations of regulation and/or
measurement of pressure
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Other technical installations
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Subtotal assets related to
natural gas transportation service |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Non-regulated segment Pipelines
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Compressor plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Other plants
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or measurement of pressure
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Non-regulated segment Other technical installations
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and Production and Commercialization of Liquids
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Lands
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Buildings and constructions
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Facilities and features in building
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Machinery, equipment and tools
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
UT Machinery, equipment and tools
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Computers and Telecommunication systems
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Vehicles
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||||||||||||||||
Furniture
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Materials
|
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Line pack
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
Works in progress
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
Total
|
|
|
(
|
)
|
|
|
|
(
|
)
|
|
|
|
2022 |
||||||||||||||||||||||||||||||||||||||||||||
Cost
|
Depreciations
|
|||||||||||||||||||||||||||||||||||||||||||
Accumulated at
|
Accumulated at
|
|||||||||||||||||||||||||||||||||||||||||||
Beginning | End of the | the beginning | the end | Net | ||||||||||||||||||||||||||||||||||||||||
Account
|
of the year
|
Additions
|
Retirements
|
Transfers
|
year
|
of the year
|
Retirements
|
For the year
|
rate %
|
of the year
|
book value
|
|||||||||||||||||||||||||||||||||
Pipelines
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
Compressor plants
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Other plants
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Stations of regulation and/or
measurement of pressure
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Other technical installations
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Subtotal assets related to natural gas transportation service
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Non-regulated segment Pipelines
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Non-regulated segment Compressor plants
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Non-regulated segment Other plants
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
||||||||||||||||||||||||||||||||
Non-regulated segment Stations of regulation and/or measurement of pressure
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
Non-regulated segment Other technical installations
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Subtotal assets related to Other Services and Production and Commercialization of Liquids
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
||||||||||||||||||||||||||||||||
Lands
|
|
|
||||||||||||||||||||||||||||||||||||||||||
Buildings and constructions
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Facilities and features in building
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||
Machinery, equipment and tools
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
UT Machinery, equipment and tools
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Computers and Telecommunication systems
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Vehicles
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Furniture
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
Materials
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||||||||||||||||||||||||
Line pack
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Works in progress
|
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||||||||||||||
Total
|
|
|
(
|
)
|
|
|
( |
) |
|
|
2023
|
2022
|
|||||||
Cost
|
|
|
||||||
Accumulated depreciaton
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
|
2023
|
2022
|
||||||
Other plants
|
|
|
||||||
Compressor plants
|
|
|
||||||
Other technical installations
|
|
|
||||||
Buildings
|
||||||||
Total
|
|
|
2023
|
2022
|
2021
|
||||||||||
Other plants
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Compressor plants
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Other technical installations
|
(
|
)
|
(
|
)
|
( |
) | ||||||
Buildings
|
( |
) | ||||||||||
Total
|
(
|
)
|
(
|
)
|
( |
) |
13. |
LOANS
|
2023 |
2022 |
|||||||
Current Loans
|
||||||||
2018 Notes Interest
|
|
|
||||||
Bank loans | ||||||||
Leases liabilities
|
|
|
||||||
Total Current loans
|
|
|
||||||
Non Current Loans
|
||||||||
2018 Notes
|
|
|
||||||
Leases liabilities
|
|
|
||||||
Bank loans
|
||||||||
Total non current loans
|
|
|
||||||
Total (1)
|
|
|
(1)
|
|
(2)
|
|
2023
|
2022
|
2021 |
||||||||||||||||||||||
Leases
liabilities
|
Other
payables
|
Leases
liabilities
|
Other
payables
|
Leases
liabilities
|
Other
payables
|
|||||||||||||||||||
Beginning balance
|
|
|
|
|
||||||||||||||||||||
Inflation adjustment restatement
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||||||
Accrued interest
|
|
|
|
|
||||||||||||||||||||
Effect of foreign exchange effect
|
|
|
|
|
||||||||||||||||||||
VAT unpaid installments
|
|
|
|
|
||||||||||||||||||||
Proceeds from loans
|
||||||||||||||||||||||||
Acquisition of notes result
|
|
|
|
|
||||||||||||||||||||
Payment of loans(1)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||||||
Acquisition of notes
|
( |
) | ( |
) | ||||||||||||||||||||
Interest paid(2)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||||||
Ending balance
|
|
|
|
|
(1)
|
For the years ended on December 31, 2023, 2022 and 2021, Ps.
|
(2)
|
|
To due
|
||||||||||||||||||||||||
Due
|
As of
12/31/2024
|
From 1/01/2025
to 12/31/2025
|
From 1/01/2026
to 12/31/2026
|
From 1/01/2027
to 12/31/2027
|
Total
|
|||||||||||||||||||
2018 Notes
|
|
|
|
|
|
|
||||||||||||||||||
Leases liabilities
|
|
|
|
|
|
|
||||||||||||||||||
Bank loans
|
||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
12/31/2023
|
||||
As of 12/31/2024
|
|
|||
From 1/01/2025 to 12/31/2025
|
|
|||
From 1/01/2026 to 12/31/2026
|
|
|||
From 1/01/2027 to 12/31/2027
|
|
|||
Total minimum future payments
|
|
|||
Future financial charges on financial leases
|
(
|
)
|
||
Book Value financial leases
|
|
2018 Notes
|
|
Amount in US$
|
|
Interest Rate
|
|
Issuance price
|
|
Scheduled payment
date
|
Percentage of
the principal to
be paid
|
|
Amortization
|
May 2, 2025
|
|
Frequency of interest payment
|
||
Guarantor
|
|
Currency
|
Amount (in miles)
|
Interest
rate
|
Expiration date
|
|||||||
USD
|
|
|
%
|
|
||||||
Euros
|
|
|
%
|
|
Amount in US$
|
24,000,000
|
||
Interest rate
|
|||
Amortization date
|
|
||
Interest payment frequency
|
|
||
Guarantee
|
|
(1)
|
|
14. |
INCOME TAX AND DEFERRED TAX
|
2023
|
2022
|
2021
|
||||||||||
Current income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Deferred income tax
|
(
|
)
|
(
|
)
|
|
|||||||
Total income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
2023
|
2022
|
|||||||
Deferred tax assets:
|
||||||||
Deferred tax assets to be recovered after more than 12 months
|
|
|
||||||
Deferred tax assets to be recovered after 12 months
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Deferred tax liabilities taxable after more than 12 months
|
(
|
)
|
(
|
)
|
||||
Deferred tax liabilities taxable after 12 months
|
(
|
)
|
(
|
)
|
||||
Deferred tax liabilities, net
|
(
|
)
|
(
|
)
|
Deferred tax assets
|
Account
receivables
discounted value
|
Provisions for
legal claims and
other provisions
|
Financial
leases
|
Contract
liabilities
|
Tax loss
carryforward
|
Tax
inflation
adjustment
|
Financial assets at fair value through profit or loss |
Other
receivables
|
Total
|
|||||||||||||||||||||||||||
As of December 31, 2021
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Charge in results
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||
As of December 31, 2022
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Charge in results
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|||||||||||||||||||||||||
As of December 31, 2023
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
Other
receivables
|
Loans
|
Property, Plant
and Equipment
|
Cash and
cash
equivalents
|
Inventories
|
Tax
inflation adjustment
|
Other
liabilities
|
Total
|
||||||||||||||||||||||||
As of December 31, 2021
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ( |
) | ||||||||||||||||
Charge in results
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||||||||||||||||
As of December 31, 2022
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||||||||||
Charge in results
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||||||||||||
As of December 31, 2023
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
( |
) |
2023
|
2022
|
2021
|
||||||||||
Pre tax income
|
|
|
|
|||||||||
Statutory income tax rate
|
|
%
|
|
%
|
|
%
|
||||||
Pre tax income at statutory income tax rate
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Tax effects due to:
|
||||||||||||
- Tax loss variation
|
||||||||||||
- Adjustment affidavit previous year
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
- Tax inflation adjustment and restatement by inflation
|
( |
) | ||||||||||
- Variation of tax rate
|
|
|
(
|
)
|
||||||||
- Others
|
(
|
)
|
|
(
|
)
|
|||||||
Total income tax
|
(
|
)
|
(
|
)
|
(
|
)
|
15. |
EVOLUTION OF PROVISIONS
|
For legal claims
and others
|
|||||
Balances as of 12/31/2021
|
|
||||
Inflation adjustment restatement
|
(
|
)
|
|||
Additions
|
|
(1)
|
|||
Uses
|
(
|
)
|
|||
Decreases
|
(
|
)
|
(2) | ||
Balances as of 12/31/2022
|
|
||||
Inflation adjustment restatement
|
(
|
)
|
|||
Additions
|
|
(3)
|
|||
Uses
|
(
|
)
|
|||
Decreases
|
|
|
|||
Balances as of 12/31/2023
|
|
(1)
|
|
(2)
|
|
(3)
|
|
16. |
FINANCIAL RISK MANAGEMENT
|
Financial assets
|
Financial liabilities (1)
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Fix interest rate
|
|
|
|
|
||||||||||||
Variable interest rate
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
|
(1)
|
|
Ratio
|
Non-due
|
90 days |
120 days
|
180 days |
+240 days
|
|||||||||||||||
Natural Gas Transportation segment
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
||||||||||
Other segments
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
2023
|
2022
|
|||||||
Current trade receivables
|
|
|
||||||
Allowances for doubful accounts (1)
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
|
(1) |
|
2023
|
2022
|
2021
|
||||||||||||||||||
Revenues
|
Trade
receivables
|
Revenues
|
Trade
receivables
|
Revenues
|
||||||||||||||||
MetroGas
|
|
|
|
|
|
|||||||||||||||
Camuzzi Gas Pampeana S.A.
|
|
|
|
|
|
|||||||||||||||
Naturgy Argentina
|
|
|
|
|
|
|||||||||||||||
CAMMESA
|
|
|
|
|
|
|||||||||||||||
Pampa Energía
|
|
|
|
|
|
|||||||||||||||
Camuzzi Gas del Sur S.A.
|
|
|
|
|
|
2023
|
2022
|
2021
|
||||||||||||||||||
Revenues
|
Trade
receivables
|
Revenues
|
Trade
receivables
|
Revenues
|
||||||||||||||||
PBB Polisur
|
|
|
|
|
|
|||||||||||||||
Geogas Trading S.A.
|
|
|
|
|
|
|||||||||||||||
Italgas S.A.
|
|
|
|
|
|
|||||||||||||||
YPF
|
|
|
|
|
|
|||||||||||||||
Petrobras Global Trading BV
|
|
|
|
|
|
|||||||||||||||
Trafigura Beheer |
||||||||||||||||||||
Pampa Energía
|
2023
|
2022
|
2021
|
||||||||||||||||||
Revenues
|
Trade
receivables
|
Revenues
|
Trade
receivables
|
Revenues
|
||||||||||||||||
Tecpetrol
|
|
|
|
|
|
|||||||||||||||
Exxomobil Exploration
|
|
|
|
|
|
|||||||||||||||
YPF
|
|
|
|
|
|
|||||||||||||||
Vista Oil
|
|
|
|
|
|
|||||||||||||||
Pluspetrol
|
|
|
|
|
|
|||||||||||||||
Pampa Energía
|
|
|
|
|
|
December 31, 2023
|
||||||||||||
Cash and
cash
equivalents
|
Financial
assets
|
Credits (1) (2)
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2022
|
|
|
|
|||||||||
From 01-01-23 to 03-31-23
|
|
|
|
|||||||||
From 04-01-23 to 06-30-23
|
|
|
|
|||||||||
From 07-01-23 to 09-30-23
|
|
|
|
|||||||||
From 10-01-23 to 12-31-23
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-24 to 03-31-24
|
|
|
|
|||||||||
From 04-01-24 to 06-30-24
|
|
|
|
|||||||||
From 07-01-24 to 09-30-24
|
|
|
|
|||||||||
From 10-01-24 to 12-31-24
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
During 2026
|
|
|
|
|||||||||
During 2027
|
|
|
|
|||||||||
From 2028 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
|
(1)
|
|
|
(2)
|
|
December 31, 2022
|
||||||||||||
Cash and
cash
equivalents
|
Financial
assets
|
Credits (1) (2)
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2021
|
|
|
|
|||||||||
From 01-01-22 to 03-31-22
|
|
|
|
|||||||||
From 04-01-22 to 06-30-22
|
|
|
|
|||||||||
From 07-01-22 to 09-30-22
|
|
|
|
|||||||||
From 10-01-22 to 12-31-22
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-23 to 03-31-23
|
|
|
|
|||||||||
From 04-01-23 to 06-30-23
|
|
|
|
|||||||||
From 07-01-23 to 09-30-23
|
|
|
|
|||||||||
From 10-01-23 to 12-31-23
|
|
|
|
|||||||||
During 2024
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
During 2026
|
||||||||||||
From 2027 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
|
(1)
|
The total amount of the receivables without specified maturity is recorded in Non-current assets.
|
|
(2)
|
Includes financial assets recorded in trade receivables and other receivables, excluding allowance for doubtful accounts.
|
December 31, 2023
|
||||||||||||
Loans
|
Other
financial
liabilities
|
Leases
liabilities
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2022
|
|
|
|
|||||||||
From 01-01-23 to 03-31-23
|
|
|
|
|||||||||
From 04-01-23 to 06-30-23
|
|
|
|
|||||||||
From 07-01-23 to 09-30-23
|
|
|
|
|||||||||
From 10-01-23 to 12-31-23
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-24 to 03-31-24
|
|
|
|
|||||||||
From 04-01-24 to 06-30-24
|
|
|
|
|||||||||
From 07-01-24 to 09-30-24
|
|
|
|
|||||||||
From 10-01-24 to 12-31-24
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
During 2026
|
|
|
|
|||||||||
During 2027
|
|
|
|
|||||||||
From 2028 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
December 31, 2022
|
||||||||||||
Loans
|
Other
financial
liabilities
|
Financial
leases
|
||||||||||
Without specified maturity
|
|
|
|
|||||||||
With specified maturity
|
||||||||||||
Overdue
|
||||||||||||
Until 12-31-2021
|
|
|
|
|||||||||
From 01-01-22 to 03-31-22
|
|
|
|
|||||||||
From 04-01-22 to 06-30-22
|
|
|
|
|||||||||
From 07-01-22 to 09-30-22
|
|
|
|
|||||||||
From 10-01-22 to 12-31-22
|
|
|
|
|||||||||
Total overdue
|
|
|
|
|||||||||
Non-due
|
||||||||||||
From 01-01-23 to 03-31-23
|
|
|
|
|||||||||
From 04-01-23 to 06-30-23
|
|
|
|
|||||||||
From 07-01-23 to 09-30-23
|
|
|
|
|||||||||
From 10-01-23 to 12-31-23
|
|
|
|
|||||||||
During 2024
|
|
|
|
|||||||||
During 2025
|
|
|
|
|||||||||
During 2026
|
|
|
|
|||||||||
From 2027 onwards
|
|
|
|
|||||||||
Total non-due
|
|
|
|
|||||||||
Total with specified maturity
|
|
|
|
|||||||||
Total
|
|
|
|
2023
|
2022
|
|||||||
Total debt (Note 13)
|
|
|
||||||
Total equity
|
|
|
||||||
Total capital
|
|
|
||||||
Gearing Ratio
|
|
|
December 31, 2023
|
||||||||||||
Financial assets
at fair value
|
Financial assets
at amortized cost
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Trade receivables
|
|
|
|
|||||||||
Other receivables
|
|
|
|
|||||||||
Financial assets at amortized cost
|
|
|
|
|||||||||
Financial assets at fair value through profit or loss
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
|
|
|||||||||
Total current assets
|
|
|
|
|||||||||
NON-CURRENT ASSETS
|
||||||||||||
Other receivables
|
|
|
|
|||||||||
Other financial assets at amortized cost
|
|
|
|
|||||||||
Total non-current assets
|
|
|
|
|||||||||
Total assets
|
|
|
|
Financial
liabilities at fair
value
|
Financial liabilities at
amortirzed cost |
Total
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Trade payables
|
|
|
|
|||||||||
Loans
|
|
|
|
|||||||||
Payroll and social security taxes payables
|
|
|
|
|||||||||
Other payables
|
|
|
|
|||||||||
Total current liabilities
|
|
|
|
|||||||||
NON-CURRENT LIABILITIES
|
||||||||||||
Loans
|
|
|
|
|||||||||
Total non-current liabilities
|
|
|
|
|||||||||
Total liabilities
|
|
|
|
December 31, 2022
|
||||||||||||
Financial assets
at fair value
|
Financial assets
at amortirzed
cost
|
Total
|
||||||||||
CURRENT ASSETS
|
||||||||||||
Trade receivables
|
|
|
|
|||||||||
Other receivables
|
|
|
|
|||||||||
Financial assets at amortized cost
|
|
|
|
|||||||||
Financial assets at fair value through profit or loss
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
|
|
|||||||||
Total current assets
|
|
|
|
|||||||||
NON-CURRENT ASSETS
|
||||||||||||
Other receivables
|
|
|
|
|||||||||
Financial assets at amortized cost
|
|
|
|
|||||||||
Total non-current assets
|
|
|
|
|||||||||
Total assets
|
|
|
|
Financial
liabilities at fair
value
|
Financial liabilities at amortirzed cost |
Total
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Trade payables
|
|
|
|
|||||||||
Loans
|
|
|
|
|||||||||
Payroll and social security taxes payables
|
|
|
|
|||||||||
Other payables
|
|
|
|
|||||||||
Total current liabilities
|
|
|
|
|||||||||
NON-CURRENT LIABILITIES
|
||||||||||||
Loans
|
|
|
|
|||||||||
Total non-current liabilities
|
|
|
|
|||||||||
Total liabilities
|
|
|
|
|
• |
Level 1: includes financial assets and liabilities whose fair values are estimated using quoted prices (unadjusted) in active markets for identical assets
and liabilities. The instruments included in this level primarily include balances in mutual funds and public or private bonds listed on the Bolsas y Mercados Argentinos S.A. (“BYMA”). Within this level, the Company includes those
derivate financial instruments for which it was able to find an active market.
|
• |
Level 2: includes financial assets and liabilities whose fair value is estimated using different assumptions quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (for example, derived from prices).
|
• |
Level 3: includes financial instruments for which the assumptions used in estimating fair value are not based on observable market information.
|
As of December 31, 2023
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets at fair value
|
||||||||||||||||
Cash and cash equivalents
|
|
|
|
|
||||||||||||
Financial assets at fair value through profit or loss
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
As of December 31, 2022
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets at fair value
|
||||||||||||||||
Cash and cash equivalents
|
|
|
|
|
||||||||||||
Financial assets at fair value through profit or loss
|
|
|
|
|
||||||||||||
Total
|
|
|
|
|
As of December 31, 2023
|
||||||||
Carrying amount
|
Fair value
|
|||||||
2018 Notes
|
|
|
17. |
REGULATORY FRAMEWORK
|
a)
|
Regulatory framework of the natural gas transportation segment:
|
• |
The RTI Process, which will culminate in the signing of the integral agreement, was approved. As a result of this RTI, a new tariff schedule was also approved. This new tariff schedule applicable to the Company determined a total tariff
increase of
|
• |
A tgs for the execution of the Plan, which requires a high level of essential
investments for the operation and maintenance of the pipeline system, to provide quality, safe and reliable service. The
Plan shall be for the period from April 1, 2017 to March 31, 2022 and will amount to Ps.
Investment Plan was approved. Resolution 4362 obliged |
• |
A non-automatic six-month adjustment mechanism for the natural gas transportation tariff and the investment commitments were approved. This adjustment must be approved by ENARGAS and for its calculation, the evolution of the WPI
published by INDEC will be considered.
|
• |
tgs and its shareholders must withdraw any claim against the
Government related to the natural gas transportation business, including the arbitration proceedings before the ICSID. The Company desisted from it on June 26, 2018.
|
•
|
The non-granting of a temporary
tariff increase, keeping the tariff schedules approved by ENARGAS in April 2019 unchanged.
|
•
|
It established that from May 2021
and until the Definitive Renegotiation Agreement is in force, ENARGAS will proceed to re-calculate the transportation tariffs at that time in force with effect from April 1, 2022.
|
•
|
It did not establish a mandatory
investment plan.
|
•
|
The prohibition of: (i)
distribution of dividends, (ii) an early cancellation of financial and commercial debts contracted with shareholders, and (iii) the acquisition of other companies or granting loans.
|
b)
|
General Framework for non-regulated segments
|
c)
|
Essential assets
|
18.
|
ASSETS AND LIABILITIES IN FORREIGN CURRENCY
|
2023
|
2022
|
|||||||||||||||||||||
Foreign currency
|
Amount |
Foreign currency
|
Amount | |||||||||||||||||||
and amount
|
Exchange |
in local
|
and amount
|
in local
|
||||||||||||||||||
(in thousands)
|
rate
|
currency
|
(in thousands)
|
currency
|
||||||||||||||||||
CURRENT ASSETS
|
||||||||||||||||||||||
Cash and cash equivalents
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Financial assets at amortized cost | US$ | (1) |
US$ |
|||||||||||||||||||
Financial assets at fair value through profit or loss (3)
|
US$
|
|
|
(1)
|
|
|
|
|||||||||||||||
Trade receivables
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Total current assets
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
NON CURRENT ASSETS
|
||||||||||||||||||||||
Financial assets at amortized cost (4)
|
US$
|
|
|
(1)
|
|
US$
|
|
|
||||||||||||||
Total non current assets
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
TOTAL ASSETS
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
CURRENT LIABILITIES
|
||||||||||||||||||||||
Trade payables
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Euros | (2) | Euros | ||||||||||||||||||||
Loans
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Euros |
(2)
|
Euros | ||||||||||||||||||||
Total current liabilities
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
Euros | Euros | |||||||||||||||||||||
NON CURRENT LIABILITIES
|
||||||||||||||||||||||
Loans
|
US$
|
|
|
(2)
|
|
US$
|
|
|
||||||||||||||
Contract liabilities |
US$
|
(2) |
US$ | |||||||||||||||||||
Total non current liabilities
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
TOTAL LIABILITIES
|
US$
|
|
|
US$
|
|
|
||||||||||||||||
Euros | Euros |
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
19. |
COMMON STOCK AND DIVIDENDS
|
a) |
Common stock structure and shares’ public offer
|
Shares Class
|
Amount of common stock, subscribed, issued, paid in, and authorized for
|
|||||||||||
public offer
|
||||||||||||
Common Shares Class
|
||||||||||||
(Face value $
|
Outstandings shares
|
Treasury Shares
|
Common Stock
|
|||||||||
Class “A”
|
|
|
|
|||||||||
Class “B”
|
|
|
|
|||||||||
Total
|
|
|
|
b) |
Acquisition of treasury shares
|
c) |
Restrictions on distribution of retained earnings
|
20. |
LEGAL CLAIMS AND OTHER MATTERS
|
a) |
Turnover tax calculated on the natural gas price consumed by tgs
|
b) |
Action for annulment of ENARGAS Resolutions No. I-1,982/11 and No. I-1,991/11 (the “Resolutions”)
|
c) |
Environmental matters
|
d) |
Others
|
21. |
BALANCES AND TRANSACTIONS WITH RELATED COMPANIES
|
•
|
From 12/28/2019 to 12/27/2020:
|
•
|
From 12/28/2020 to 12/27/2021:
|
•
|
From 12/28/2021 to 12/27/2022:
|
•
|
From 12/28/2022 to 12/27/2023:
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•
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From 12/28/2023 to 12/27/2024 and onwards:
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2023
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2022
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Company
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Accounts
receivable
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Accounts
payable
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Accounts
receivable
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Accounts
payable
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Controlling shareholder:
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CIESA
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Company which exercises joint control on the controlling shareholder: | ||||||||||||||||
Pampa Energía (1)
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Associates with significative influence:
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Link
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TGU
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Other related companies:
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Comercializadora e Inversora S.A. (previously Pampa Comercializadora S.A.)
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CT Barragán S.A.
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Oleoductos del Valle S.A.
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SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A.
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Transener S.A.
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Total
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(1)
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Revenues
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Costs
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Financial results
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||||||||||||||||||||||||||||||||||
Company
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Natural Gas Transportation
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Production and commercialization
of liquids
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Midstream |
Gas purchase
and others
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Compensation
for technical assistance
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Revenues for administrative services
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Interest
expense
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Interest gain
/ Gain / (loss) on
fair value
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Selling
expenses (1)
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Controlling shareholder:
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CIESA
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Company which exercises joint control on the controlling shareholder:
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Pampa Energía
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Associates with significant influence:
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Link
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Other related companies:
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SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A.
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Transener S.A.
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Oleoductos del Valle S.A.
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CT Barragán S.A.
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Comercializadora e Inversora S.A. (previously Pampa Comercializadora S.A.)
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Fundación TGS
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Total
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Revenues |
Costs
|
Financial results
|
||||||||||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization
of liquids
|
Midstream |
Gas purchase
and others
|
Compensation
for technical
assistance
|
Revenues for administrative
services
|
Interest
expense
|
Interest gain
/ Gain / (loss) on
fair value
|
Selling
expenses (1)
|
|||||||||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
CIESA
|
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|
|||||||||||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
Pampa Energía
|
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|
|||||||||||||||||||||||||||||
Associates with significant influence:
|
||||||||||||||||||||||||||||||||||||
Link
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||||||||||
SACDE Sociedad Argentina de Construcción y Desarrollo Estratégico S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Transener S.A.
|
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|
|||||||||||||||||||||||||||||
CT Barragán S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Comercializadora e Inversora S.A. (previously Pampa Comercializadora S.A.)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Fundación TGS
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Total
|
|
|
|
|
|
|
|
Revenues |
Costs
|
Financial results
|
||||||||||||||||||||||||||||||||||
Company
|
Natural Gas Transportation
|
Production and commercialization of liquids
|
Midstream |
Gas purchase
and others
|
Compensation
for technical assistance
|
Revenues for administrative services
|
Interest
expense
|
Interest gain
/ Gain / (loss) on
fair value
|
Selling
expenses (1)
|
|||||||||||||||||||||||||||
Controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
CIESA
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Company which exercises joint control on the controlling shareholder:
|
||||||||||||||||||||||||||||||||||||
Pampa Energía
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Associates with significant influence:
|
||||||||||||||||||||||||||||||||||||
Link
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Other related companies:
|
||||||||||||||||||||||||||||||||||||
Oleoductos del Valle S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Transener S.A.
|
||||||||||||||||||||||||||||||||||||
CT Barragán S.A.
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Comercializadora e Inversora S.A. (previously Pampa Comercializadora S.A.)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
Fundación TGS
|
|
|
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|
|||||||||||||||||||||||||||||
Total
|
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22. |
CONTRACTUAL OBLIGATIONS
|
a) |
Contractual Commitments
|
Estimated maturity date
|
||||||||||||||||||||||||
Total
|
Due less than
one year
|
As of
12/31/2024
|
From
01/01/2025 to
12/31/2025
|
From
01/01/2026 to
12/31/2026
|
From
01/01/2027 to
12/31/2027
|
|||||||||||||||||||
Financial indebtedness (1)
|
|
|
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|
||||||||||||||||||
Purchase obligations (2)
|
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|
||||||||||||||||||
Financial Leases
|
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|
||||||||||||||||||
Total
|
|
|
|
|
|
|
(1)
|
|
(2)
|
|
b) |
Guarantees granted and goods for restricted availability
|
23. |
ASSOCIATES AND JOINT ARRANGEMENTS
|
24. |
SUBSEQUENT EVENTS
|
- |
|
- |
|
- |
|