|
|
|
||
Title
of each class
|
|
Name
of each exchange on which registered
|
||
American
Depositary Shares, each representing 10 common shares of Central
Puerto S.A.*
|
|
New
York Stock Exchange*
|
||
|
|
|
|
|
|
||
Title
of each class
|
|
Outstanding
at December 31, 2017
|
||
Common
shares, nominal value Ps.1.00 per share
|
|
1,514,022,256
|
||
|
|
|
Item 1.
|
Identity of Directors, Senior Management and Advisors
|
1
|
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
Item 3.
|
Key Information
|
1
|
Item 3.A.
|
Selected Financial Data
|
1
|
Item 3.B
|
Capitalization and indebtedness
|
5
|
Item 3.C
|
Reasons for the offer and use of proceeds
|
5
|
Item 3.D
|
Risk Factors
|
5
|
Item 4.
|
Information of the Company
|
30
|
Item 4.A
|
History and development of the Company
|
32
|
Item 4.B
|
Business overview
|
36
|
Item 4.C
|
Organizational structure
|
117
|
Item 4.D
|
Property, plants and equipment
|
118
|
Item 5.
|
Operating and Financial Review and Prospects
|
119
|
Item 5.A
|
Operating Results
|
119
|
Item 5.B
|
Liquidity and Capital Resources
|
145
|
Item 5.C
|
Research and Development, patents and licenses, etc.
|
151
|
Item 5.D
|
Trend Information
|
151
|
Item 5.E
|
Off-balance sheet arrangements
|
153
|
Item 5.F
|
Contractual Obligations
|
153
|
Item 5.G
|
Safe Harbor
|
155
|
Item 6.
|
Directors, Senior Management and Employees
|
155
|
Item 7.
|
Shareholders and Related Party Transactions
|
167
|
Item 7.A.
|
Major Shareholders
|
167
|
Item 7.B
|
Related Party Transactions
|
168
|
Item 7.C
|
Interests of experts and counsel
|
170
|
Item 8.
|
Financial Information
|
170
|
Item 8.A.
|
Consolidated Statements and Other Financial
Information.
|
170
|
Item 8.B
|
Significant Changes
|
171
|
Item 9.
|
The Offer and Listing
|
173
|
Item 9.A.
|
Offer and listing details
|
173
|
Item 9.B.
|
Plan of Distribution
|
174
|
Item 9.C.
|
Markets
|
174
|
Item 9.D.
|
Selling Shareholders
|
174
|
Item 9.E.
|
Dilution
|
174
|
Item 9.F.
|
Expenses of the issue
|
174
|
Item 10.
|
Additional Information
|
175
|
Item 10.A.
|
Share capital
|
175
|
Item 10.B.
|
Memorandum and articles of association
|
175
|
Item 10.C
|
Material contracts
|
180
|
Item 10.D
|
Exchange Controls
|
180
|
Item 10.E
|
Taxation
|
181
|
Item 10.F
|
Dividends and paying agents
|
188
|
Item 10.G
|
Statement by experts
|
188
|
Item 10.H
|
Documents on display
|
188
|
Item 10.I.
|
Subsidiary Information
|
188
|
Item 11.
|
Quantitative and Qualitative Disclosures about Market
Risk
|
188
|
Item 12.
|
Description of Securities Other Than Equity Securities
|
191
|
Item 12.A
|
Debt Securities
|
191
|
Item 12.B
|
Warrants and Rights
|
191
|
Item 12.C
|
Other Securities
|
191
|
Item 12.D
|
American Depositary Shares
|
191
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
192
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of
Proceeds
|
192
|
Item 15.
|
Controls and Procedures
|
193
|
Item 16.A
|
Audit committee financial expert
|
193
|
Item 16.B
|
Code of Ethics
|
193
|
Item 16.C
|
Principal Accountant Fees and Services
|
193
|
Item 16.D
|
Exemptions from the Listing Standards for Audit
Committees
|
194
|
Item 16.E
|
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
|
194
|
Item 16.F
|
Change in Registrant’s Certifying Accountant
|
194
|
Item 16.G
|
Corporate Governance
|
194
|
Item 16.H.
|
Mine Safety Disclosure
|
197
|
Item 17.
|
Financial Statements
|
197
|
Item 18.
|
Financial Statements
|
197
|
Item 19.
|
Exhibits
|
198
|
|
Year Ended
December 31,
|
|||
|
(in thousands of
US$)
(1)
|
(in thousands of
Ps.)
|
||
|
2017
|
2017
|
2016
|
2015
|
Continuing
operations
Revenues
|
319,406
|
5,956,596
|
3,562,721
|
2,654,180
|
Cost of
sales
|
(147,040
)
|
(2,742,147
)
|
(2,069,752
)
|
(1,397,365
)
|
Gross
income
|
172,366
|
3,214,449
|
1,492,969
|
1,256,815
|
Administrative and
selling expenses
|
(34,917
)
|
(651,168
)
|
(445,412
)
|
(371,485
)
|
Other operating
income
|
34,344
|
640,480
|
1,137,736
|
735,517
|
Other operating
expenses
|
(4,960
)
|
(92,497
)
|
(84,845
)
|
(52,702
)
|
Operating
income
|
166,833
|
3,111,264
|
2,100,448
|
1,568,145
|
Finance
income
|
49,988
|
932,227
|
420,988
|
362,363
|
Finance
expenses
|
(37,409
)
|
(697,638
)
|
(620,448
)
|
(138,308
)
|
Share of the profit
of associates
|
38,340
|
715,001
|
147,513
|
43,390
|
Income
before income tax from continuing operations
|
217,752
|
4,060,854
|
2,048,501
|
1,835,590
|
Income tax for the
year
|
(56,405
)
|
(1,051,896
)
|
(717,639
)
|
(625,451
)
|
Net
income for the year from continuing operations
|
161,347
|
3,008,958
|
1,330,862
|
1,210,139
|
Discontinued
operations
|
|
|
|
|
|
|
|
|
|
Income after tax
for the year from discontinued operations
|
26,009
|
485,041
|
437,974
|
131,859
|
|
|
|
|
|
Net income for the year
|
187,356
|
3,493,999
|
1,768,836
|
1,341,998
|
Other comprehensive
income, net
|
(16,407
)
|
(305,976
)
|
199,075
|
132,953
|
Total
comprehensive income for the year
|
170,949
|
3,188,023
|
1,967,911
|
1,474,951
|
Number
of Outstanding Shares (basic and diluted)
|
1,505,695,134
|
1,505,695,134
|
1,505,695,134
|
1,505,695,134
|
Net
income per share (basic and diluted) (Ps.)
|
0.12
|
2.33
|
1.17
|
0.89
|
Net
income per share from continuing operations
(Ps.)
|
0.11
|
2.01
|
0.88
|
0.80
|
Cash
dividend per share (Ps.)
|
0.05
|
0.85
|
0.925
|
0.226
|
(1)
|
Solely
for the convenience of the reader, peso amounts as of December 31,
2017 have been translated into U.S. dollars at the exchange rate as
of December 29, 2017 of Ps.18.649 to US$1.00. See “Exchange
Rates” and “Presentation of Financial and Other
Information” for further information on recent fluctuations
in exchange rates.
|
|
Exchange
Rates
|
|||
|
High
(1)
|
Low
(1)
|
Average
(1)(2)
|
Period-end
(1)
|
2013
|
6.5210
|
4.9250
|
5.5458
|
6.5210
|
2014
|
8.5570
|
6.5210
|
8.2267
|
8.5510
|
2015
|
13.4000
|
8.5550
|
9.4468
|
13.0400
|
2016
|
16.0300
|
13.2000
|
14.9916
|
15.8900
|
2017
|
19.2000
|
15.1900
|
16.4473
|
18.6490
|
October
|
17.7000
|
17.3350
|
17.4619
|
17.6550
|
November
|
17.6500
|
17.3050
|
17.4762
|
17.3050
|
December
|
19.2000
|
17.2300
|
17.7342
|
18.6490
|
2018
|
|
|
|
|
January
|
19.6500
|
18.4100
|
19.0380
|
19.6500
|
February
|
20.2000
|
19.3800
|
19.8331
|
20.1100
|
March
|
20.4100
|
20.1490
|
20.2422
|
20.1490
|
April
(3)
|
20.2600
|
20.135
|
20.1933
|
20.2600
|
(1)
|
Pesos to U.S.
dollars exchange rate as quoted by the Banco de la Naci
ó
n Argentina for wire transfers
(
divisas
).
|
(2)
|
For 2013-2017,
average of the exchange rates on the last day of each month during
the period. For 2018, based on working day
’
s averages for each
month.
|
(3)
|
Through April 24,
2018.
|
|
●
|
|
the notice of such
meeting;
|
|
●
|
|
voting instruction
forms; and
|
|
●
|
|
a statement as to
the manner in which instructions may be given by
holders.
|
Power
plant
|
Location
|
Installed
capacity (MW)
|
Technology
|
Puerto
Nuevo
(1)
|
City of Buenos
Aires
|
589
|
Steam
turbines
|
Nuevo
Puerto
(1)
|
City of Buenos
Aires
|
360
|
Steam
turbines
|
Puerto combined
cycle
(1)
|
City of Buenos
Aires
|
765
|
Combined
cycle
|
Luján de Cuyo
plant
|
Province of
Mendoza
|
509
|
Steam turbines, gas
turbines, two cycles and mini-hydro turbine generator, producing
electric power and steam
|
Piedra del Aguila
plant
|
Piedra del Aguila
(Limay River, bordering provinces of Neuquén and Río
Negro)
|
1,440
|
Hydroelectric
plant
|
Total
continuing operations
|
|
3,663
MW
|
|
La Plata
plant
(2)
|
La Plata, Province
of Buenos Aires
|
128
|
Co-generation plant
producing electric power and steam
|
Total
discontinued operations
|
|
128
MW
|
|
(1)
|
Part of the
“
Puerto
Complex
”
as defined in
“
Business.
”
|
|
(2)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”).
|
Power
plant
|
Location
|
Installed
capacity (MW)
|
Technology
|
% Interest in
the operating company
(1)
|
San
Martin
|
Timbues, Province
of Santa Fe
|
865
|
Combined cycle
plant, which became operational in 2010
|
30.8752%
|
Manuel
Belgrano
|
Campana, Province
of Buenos Aires
|
873
|
Combined cycle
plant, which became operational in 2010
|
30.9464%
|
Vuelta de
Obligado
|
Timbues, Province
of Santa Fe
|
816
|
Combined cycle
plant, which became operational in March 2018
|
56.1900%
|
(1)
|
In each case, we
are the private sector generator with the largest ownership stake.
After ten years operating each company, if all governmental
entities that financed the constructions of such plants are
incorporated as shareholders of TJSM, TMB and CVOSA, our interests
in TJSM, TMB and CVOSA may be diluted. See
“Item 3.D.
Risk Factors
—
Risks Relating to Our
Business
—
Our interests in
TJSM, TMB and CVOSA may be significantly diluted.
”
|
1
|
Enel includes Enel
Generaci
ó
n Costanera S.A.,
Central Dock Sud S.A. and Enel Generaci
ó
n El Choc
ó
n S.A.
|
(1)
|
“
Plants under
construction
”
refers to
(a) the wind farms Achiras and La Castellana, both of which are
under construction and are expected to be finished in the second
and third quarter of 2018, respectively; (b) the Luj
á
n de Cuyo co-generation unit, which
is under construction and is expected to be finished in the fourth
quarter of 2019; (c) the Terminal 6 Plant, which is under
construction and is expected to be finished in the second quarter
of 2020; and (d) the wind farm Genoveva I, which is expected to be
finished in the second quarter of 2020.
|
(2)
|
“
FONINVEMEM Plants
”
refers to the plants
Jos
é
de San Martín,
Manuel Belgrano and Vuelta de Obligado that we expect to be
transferred from FONINVEMEM trusts to the operating companies,
TJSM, TMB and CVOSA, respectively, after the first ten years of
operation as a result of the FONINVEMEM program and other similar
programs. For a description of when we expect this transfer to
occur and other information, see
“Item 4.B.
Business
Overview
—
FONINVEMEM and
Similar Programs.
”
|
(3)
|
The
graphic excludes the La Plata plant which, as of December 31, 2017,
was classified as a disposal group held for sale and its respective
results as a discontinued operation in our audited consolidated
financial statements. Effective as of January 5, 2018, we sold the
La Plata plant to YPF EE. For further information, see “Item
4. Information of the Company—Recent Developments—La
Plata Plant Sale.”
|
|
●
|
|
Largest
private sector power company in Argentina
.
We are the largest
private sector power generation company in Argentina, as measured
by power generated, according to data from CAMMESA. In the year
ended December 31, 2017, we generated a total of 15,627 net GWh of
power for continuing operations and 837 net GWh of power from the
discontinued operations of the La Plata plant (see “Item 4.
Information of the Company—Recent Developments—La Plata
plant Sale”). As of December 31, 2017, we had an installed
generating capacity of 3,663MW for continuing operations and 128MW
for La Plata plant’s discontinued operations (see “Item
4. Information of the Company—Recent Developments—La
Plata Plant Sale”). Our leading position allows us to develop
a range of sales and marketing strategies, without depending on any
one market in particular. Additionally, our size within the
Argentine market positions us well to take advantage of future
developments as investments are made in the electric power
generation sector. Our ample installed capacity is also an
advantage, as we have sufficient capacity to support large,
negotiated contracts.
|
|
●
|
|
High
quality assets with strong operational performance
. We have
a variety of high quality power generation assets, including
combined cycle turbines, gas turbines, steam turbines,
hydroelectric technology and steam and power co-generation
technology, with a combined installed generating capacity of
3,663MW for continuing operations and 128MW for discontinued
operations (as of December 31, 2017, the La Plata plant was
classified as a disposal group held for sale and its respective
results as a discontinued operation in our audited consolidated
financial statements. Effective as of January 5, 2018, we sold the
La Plata plant to YPF EE. For further information, see “Item
4. Information of the Company—Recent Developments—La
Plata Plant Sale”). Our efficiency levels compare favorably
to those of our competitors due to our efficient technologies. The
following chart shows the efficiency level for the period between
February 2018 and April 2018 of each of our generating units
compared to our main competitors based on heat rate, which is the
amount of energy used by an electric power generator or power plant
to generate one kWh of electric power.
|
|
●
|
|
Diversified
and strategically located power sector assets
. Our business
is both geographically and technologically diverse. Our assets are
critical to the Argentine electric power network due to the
flexibility provided by the large fuel storage capacity, that
allows us to store 32,000 tons of fuel oil (enough to cover 6.3
days of consumption) and 20,000 tons of gas oil (enough to cover
5.7 days of consumption) at our thermal generation plants, in
addition to our access to deep water docks, our dam water capacity
and our ability to store energy for 45 days operating at full
capacity at Piedra del
Á
guila. The prices for power
transmission are regulated and based on the distance from the
generating company to the user, among other factors. In this
regard, our thermal power plants are strategically located in
important city centers or near some of the system
’
s largest customers, which
constitutes a significant competitive advantage. For example,
approximately 49.34% of Argentine energy consumption was
concentrated within the metropolitan area of Buenos Aires during
2017. Because the lack of capacity in SADI limits the efficient
distribution of energy generated in other geographic areas, our
generation plants in Buenos Aires and Mendoza are essential to the
supply of energy to meet the high demand in these areas. In
addition, this need to generate energy close to a high consumption
area in Argentina means that our plants are less affected by the
installation of new capacity in other regions.
|
|
●
|
|
Attractive
growth pipeline
.
We have identified
opportunities to improve our strategic position as a leader among
conventional power generation technologies by expanding our thermal
generation capacity and stepping into the renewable energy market
as well. Given the narrowing gap between demand and supply, there
is a critical need for the incorporation of new generating capacity
in Argentina. As a result, the Argentine government has begun a
bidding process for new generation projects, both from conventional
and renewable sources. In this context, one of our objectives is to
incorporate a significant amount of additional capacity into the
system to widen the demand and supply gap in the near
term.
|
|
La
Castellana
|
Achiras
|
Location
|
Province of Buenos
Aires
|
Province of
Córdoba
|
Expected commercial
operation date (1)
|
July
2018
|
June
2018
|
Estimated total
capital expenditure (including VAT)
|
US$148
million
|
US$74
million
|
Awarded electric
capacity
|
99MW
|
48 MW
|
Awarded price per
MWh
|
US$61.50
|
US$59.38
|
Contract
length
|
20 years, starting
from commercial operation
|
20 years, starting
from commercial operation
|
Power purchase
agreement signing date
|
January
2017
|
May
2017
|
Number of
generators
|
32
|
15
|
Capacity per
unit
|
3.15
MW
|
3.2 MW
|
Wind turbine
provider
|
Acciona
Windpower—Nordex
|
Acciona
Windpower—Nordex
|
|
La Genoveva I
|
Location
|
Province of Buenos
Aires
|
Expected commercial
operation date (2)
|
May
2020
|
Estimated PPA
signing
date
|
May
2018
|
Estimated total
capital expenditure (including
VAT)
|
US$105
million
|
Awarded electric
capacity
|
86.6
MW
|
Awarded electric
capacity price per MWh of installed
capacity
|
US$ 40.90 per
MWh
|
Expected contract
length
|
20 years, starting
from commercial operation
|
Number of
generators
|
25
|
Capacity per
unit
|
3.46
MW
|
Potential
Project Name
|
Renewable
Source
|
Location
|
Potential
Power in MW
|
La Castellana
II
(1)
|
Wind
|
Bah
’
a Blanca, Buenos Aires
Province
|
15.75
|
Achiras
II
(1)
|
Wind
|
Achiras,
C
ó
rdoba
Province
|
81.90
|
La Genoveva
II
(1)
|
Wind
|
Bah
’
a Blanca, Buenos Aires
Province
|
97.02
|
Cerro
Senillosa
(2)
|
Wind
|
Senillosa,
Neuqu
é
n
Province
|
100.00
|
Pic
ú
n Leuf
ú
(2)
|
Wind
|
Pic
ú
n Leuf
ú
, Neuqu
é
n Province
|
100.00
|
|
●
|
|
Strong cash
flow generation, supported by U.S. dollar denominated cash
flows
.
We have strong,
stable cash flows, mainly through payments we receive from CAMMESA,
primarily as a result of the power generation remuneration
structure in Argentina. Such payments principally depend on two
factors: (i) the availability of power capacity and (ii) the amount
of power generated. Both variables have been relatively stable in
recent years, as a result of the diversified technology and high
efficiency of our power generation units. Certain of these cash
flows were previously denominated and paid by CAMMESA in Argentine
pesos. However, after February 2017, under Resolution SEE No.
19/17, payments under the Energía Base are denominated in U.S.
dollars but paid in pesos and subject to certain tariff increases.
In addition, our cash flows have little exposure to fuel price
changes as the fuel needed to produce the energy under the
Energía Base is supplied by CAMMESA without charge or offset
in the revenues we receive, and our term market sales under
contracts typically include price adjustment mechanisms based on
fuel price variations. In addition to these payments, our cash flow
is supported by the U.S. dollar-denominated payments we receive
from CAMMESA, related to our credits pursuant to the San
Martín and Manuel Belgrano FONINVEMEM arrangements, which
began in March 2010 and are expected to continue until March 2020.
During the year ended December 31, 2017, we received Ps.324.60
million (US$19.81 million in U.S. dollar-denominated payments) in
principal and Ps.25.98 million (US$1.59 million in U.S.
dollar-denominated payments) in interest for these receivables
(including VAT). In addition, we expect to receive new monthly U.S.
dollar denominated payments from CAMMESA relating to our credits
included in the Vuelta de Obligado thermal power plant arrangement,
beginning in the second quarter of 2018.
|
|
●
|
|
Strong
financial position and ample room for additional leverage.
We benefit from a strong financial position, operating efficiency
and a low level of indebtedness, allowing us to deliver on our
business growth strategy and create value for our shareholders. In
terms of our financial position, our total cash and cash
equivalents and current other financial assets was Ps.1.2 billion
(US$64.30 million) as of December 31, 2017. As of the date of this
annual report, we also have uncommitted lines of credit with
commercial banks, totaling approximately Ps.4.35
billion.
|
|
●
|
|
Solid and
experienced management team with a successful track record in
delivering growth
. Our executive officers have vast
experience and a long track record in corporate management with, on
average, 18 years of experience in the industry. Our management has
diverse experience navigating different business cycles, markets
and sectors, as evidenced by the growth and expansion we have
undergone since the early 1990s. They also have a proven track
record in acquisitions and accessing financial markets. For
example, in 2007, HPDA successfully issued bonds in an aggregate
principal amount of US$100 million, which were paid in full in
2016. In addition, in 2015, jointly with an investment consortium,
we acquired non-controlling equity interests in Ecogas, which
distributes natural gas through its network covering 31,125 km and
serving approximately 1,311,371 customers as of December 31, 2017,
further diversifying our interest in the sector. We believe that
our management team has been successful in identifying attractive
investment opportunities, structuring innovative business plans and
completing complex transactions efficiently.
Our management has
significant in-country know-how, with professionals who have taken
an active role in project development and construction, developing
private and public investment plans with both Argentine and
international partners. In addition, our management team has
business experience at the international and national level, are
familiar with the operation of our assets in a constantly-changing
business environment and are strongly committed to our day-to-day
decision-making process.
Finally, our
executive officers have a solid understanding of
Argentina
’
s historically
volatile business environment. They have built and maintained
mutually beneficial and long lasting relationships with a
diversified group of suppliers and customers, and have cultivated
relationships with regulatory authorities.
|
|
●
|
|
Strong
corporate governance
. We have adopted a corporate governance
code to put into effect corporate governance best practices, which
are based on strict standards regarding transparency, efficiency,
ethics, investor protection and equal treatment of investors. The
corporate governance code follows the guidelines established by the
CNV. We have also adopted a code of ethics and an internal conduct
code designed to establish guidelines with respect to professional
conduct, morals and employee performance. In addition, the majority
of our Board of Directors qualifies as
“
independent
”
in accordance with the criteria
established by the CNV, which may differ from the independence
criteria of the NYSE and NASDAQ.
|
|
●
|
|
Capitalizing
on expected growth initiatives while leveraging opportunities in an
improved regulatory environment
. Historically, Argentine
regulations in the energy generation sector have hindered growth in
the sector. Investment in the Argentine power and energy sector has
been low since the 2001-2002 economic crisis in Argentina and the
resulting regulatory changes in 2002 wherein the Argentine
government set power generation tariffs in pesos and capped energy
generation, transportation and distribution tariffs, which resulted
in a steady decrease of the U.S. dollar value of these tariffs in
subsequent years. Since the Macri administration assumed office, it
has significantly curtailed currency controls and import-export
taxes, and demonstrated a willingness to adjust tariffs applicable
to power distributors, generators and transporters. As a response
to the current electric power shortage, the Argentine government
has declared a state of emergency for the national power system,
has opened auction processes for the acquisition of power from
renewable energy and the increase thermal generation capacity. In
addition, the Argentine government has set forth overall guidelines
for the development of energy projects, the procedures for
compliance with energy goals and bids for thermal generation
capacity and associated power generation to meet energy demand
requirements in Argentina through 2018. For information about the
call for bids, see the discussion of Resolution SEE No. 21/16,
Resolution SEE No. 71/16 (complemented by Resolution No. 136/16 of
the Ministry of Energy) and Resolution SEE No. 287-E/17 in
“Item 4.B. Business
Overview—
The Argentine Electric Power
Sector.
”
We expect
investment in the power generation sector to grow as a result of
these reforms. We believe we are well-positioned to capitalize on
the Argentine government
’
s focus on expanding generation
capacity, given our strong track record and competitive advantages,
including our low level of indebtedness and technologically diverse
and highly efficient power generation assets. In this respect, we
plan to expand our generation capacity from thermal and renewable
sources. As an example, we have acquired 130 hectares of land in
the north of the Province of Buenos Aires near the Parana River and
have purchased four thermal generation units with the intention of
expanding our current generating capacity. We intend to present a
bid for new thermal generation capacity, through one or more
projects, in future bidding processes, and we continue to analyze
other project and investment opportunities in the
sector.
|
|
●
|
|
Consolidating
our leading position in the energy sector
. We seek to
consolidate our position in the energy sector by analyzing
value-generating alternatives through investments with a balanced
approach to profitability and risk exposure. We are committed to
maintaining our high operating standards and availability levels.
To this end, we follow a strict maintenance strategy for our units
based on recommendations from their manufacturers, and we perform
periodic preventative and predictive maintenance tasks. We plan to
focus our efforts on optimizing our current resources from a
business, administrative and technological perspective, in addition
to capitalizing on operating synergies from future businesses that
rely on similar systems, know-how, customers and
suppliers.
|
|
●
|
|
Becoming a
leading company in renewable energy in Argentina
. Several
research studies from organizations such as the
Cámara Argentina de
Energ’as Renovables
suggest that Argentina has a
significant potential in renewable energy (mainly in wind and solar
energy). We also believe that renewable energy will become a larger
part of the installed capacity in Argentina. The Ministry of Energy
and Mining, through Law No. 27,191, has established a target for
renewable energy sources to account for 20% of
Argentina
’
s electric
power consumption by December 31, 2025. We intend to capitalize on
this opportunity by expanding our investments into renewable energy
generation. In order to achieve this goal, we are strengthening our
renewable energy portfolio, in particular with our first three wind
energy projects (La Castellana, Achiras and La Genoveva I) that are
expected to increase our generating capacity by 99 MW, 48 MW and
86.6 MW, respectively, and exploring several other options to
diversify our generation assets to include sustainable power
generation sources. In 2016, we formed our subsidiary, CP
Renovables, to develop, construct and operate renewable energy
generation projects.
|
|
●
|
|
Maintaining
a strong financial position and sound cash flow levels.
We
have a low level of debt, which reflects our strong financial
position and additional debt capacity. We believe our strong
financial position is the result of our responsible financial
policies and stable cash flows. We seek to preserve our current
cash flow levels in the coming years by, among other things,
keeping a rigorous maintenance program for our production units,
which we expect will help us continue the positive operational
results we have experienced, particularly with regard to our
electric power dispatch availability. We intend to fund our
expansion plans primarily with loan arrangements, such as credit
facilities and project financing in the case of our renewable
energy projects. Each of CP La Castellana and CP Achiras recently
entered into loans to fund the development of renewable energy
projects they were awarded and to purchase wind turbines.
Additionally, we hope that the expected new capacity from these
projects will allow us to further increase our cash flow, while
enhancing our financial position.
|
Source:
|
CAMMESA.
|
(1)
|
Weighted average
based on the power capacity of each unit.
|
Source:
|
CAMMESA.
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
Availability rate for combined cycles (avg. 2012-2017)
|
1
|
Guaranteed by
manufacturer.
|
|
2
|
Excluding agreed
scheduled maintenance.
|
|
3
|
For average
combined cycles.
|
Plant
|
Unit
|
Natural
gas
(thousands of
m
3
/day)
|
Gas
oil
(m
3
/day)
|
Fuel
oil
(tons/day)
|
Puerto combined
cycle
|
CEPUCC11
|
1,749
|
1,832
|
|
Puerto combined
cycle
|
CEPUCC12
|
1,749
|
1,832
|
|
Nuevo
Puerto
|
NPUETV05
|
830
|
|
715
|
Nuevo
Puerto
|
NPUETV06
|
1,610
|
|
1,458
|
Puerto
Nuevo
|
PNUETV07
|
1,100
|
|
888
|
Puerto
Nuevo
|
PNUETV08
|
1,421
|
|
1,178
|
Puerto
Nuevo
|
PNUETV09
|
1,629
|
|
1,393
|
Subtotal
Puerto Complex
|
|
10,088
|
3,664
|
5,633
|
Luján de
Cuyo
|
LDCUCC22
|
250
|
246
|
|
Luján de
Cuyo
|
LDCUCC25
|
1,414
|
|
|
Luján de
Cuyo
|
LDCUTV11
|
450
|
|
412
|
Luján de
Cuyo
|
LDCUTV12
|
461
|
|
421
|
Luján de
Cuyo
|
LDCUTG23
|
69
|
67
|
|
Luján de
Cuyo
|
LDCUTG24
|
69
|
67
|
|
Subtotal
Luján de Cuyo plant
|
|
2,713
|
380
|
833
|
Total
Central Puerto
|
|
12,800
|
4,044
|
6,466
|
Plant
|
Unit
|
Natural
gas
(thousands of
m
3
/day)
|
Gas
oil
(m
3
/day)
|
Fuel
oil
(tons/day)
|
La
Plata
(1)
|
ENSETG01
|
698
|
715
|
|
Total
La Plata plant
|
|
698
|
715
|
0
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
(1)
|
“
Plants under
construction
”
refers to
the wind farms Achiras and La Castellana, both of which are under
construction and are expected to be finished in the second and
third quarters of 2018, respectively, Luj
á
n de Cuyo co-generation unit which is
under construction and is expected to be finished in the fourth
quarter of 2019, and the Terminal 6 Plant which is under
construction and is expected to be finished in the second quarter
of 2020.
|
(2)
|
“
FONINVEMEM Plants
”
refers to the plants,
Jos
é
de San Martín,
Manuel Belgrano and Vuelta de Obligado that we expect to be
transferred from FONINVEMEM trusts to the operating companies,
TJSM, TMB and CVOSA, respectively, after the first ten years of
operation as a result of the FONINVEMEM program and other similar
programs. For a description of when we expect this transfer to
occur and other information, see
“Item 4.B.
Business
Overview
—
FONINVEMEM and
Similar Programs.
”
|
(3)
|
The graphic excludes the La Plata Plant which, as
of December 31, 2017, was classified as a disposal group held for
sale and its respective results as a discontinued operation in our
audited consolidated financial statements. Effective as of January
5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale
.
”
|
|
|
For the year
ended December 31,
|
|
Modality continuing operations
|
Main clients
|
2017
|
|
|
|
(in thousands
of Ps.)
|
percentage of
revenues
|
Energía Base
(Resolution SE No. 95/2013)
(1)
and electric power
sold on the spot market
(2)
|
CAMMESA
(3)
|
5,648,272
|
94.82
%
|
Term market sales
under contracts
|
Compañía
Mega S.A., ENARSA
|
34,077
|
0.57
%
|
Energía Plus
sales under contracts
|
Dow Chemical
Argentina S.A., Pirelli Neumáticos S.A., Banco de Galicia y
Buenos Aires S.A., PBBPolisur S.A. Sanatorio Otamendi y Miroli
S.A.
|
133,047
|
2.23
%
|
Steam
sales
|
YPF
|
141,200
|
2.37
%
|
(1)
|
Includes additional
trust remuneration revenues in the form of LVFVD from CAMMESA, and
non-recurring maintenance remuneration revenues in the form of
LVFVD from CAMMESA. See
“—
Our Revenues
—
The Energía Base.
”
|
(2)
|
Includes (i) sales
of energy and power not remunerated under Resolution No. 95 and
(ii) remuneration under Resolution No. 724/2008 relating to
agreements with CAMMESA to improve existing Argentine power
generation capacity. See
“Item
4.B. Business Overview—
The Argentine Electric Power
Sector
—
Structure of the
Industry
—
Shortages in the
Stabilization Fund and Responses from the Argentine
government
—
The National
Program.
”
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
Company and subsidiaries
|
Power
(MW)
|
Central
Puerto
|
3,663
(1)(2)
|
The AES
Corporation
|
3,403
((3)
|
Grupo
Enel
|
3,941
(4)(2)
|
Pampa Energía
S.A.
|
3,756
(5)
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
In MW
|
Energía
Base
|
Term
market
|
Res.
220/07
|
Energía
Plus
|
Total
|
Central
Puerto
(1)
|
3,640
|
7
|
-
|
16
|
3,663
|
AES Argentina
Group
|
2,989
|
|
-
|
305
|
3,294
|
ENEL
Group
|
3,941
|
-
|
-
|
-
|
3,941
|
Pampa Energía
S.A.
(2)
|
3,340
|
-
|
135
|
281
|
3,756
|
(1)
|
For
Central Puerto, excludes the La Plata Plant, which had a 55 MW and
73 MW installed capacity in Energía Base and the Term Market,
respectively. Effective as of January 5, 2018, we sold the La Plata
plant to YPF EE. See Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale.”
|
(2)
|
Includes Petrobras
Argentina S.A., which was acquired by Pampa Energía
S.A.
|
|
●
|
|
Comprehensive operational risk
(physical property) and lost profits
: Our coverage extends
to comprehensive operational risk, buildings, machinery damages and
breakdown, fire and acts of nature, among others, due to sudden or
accidental cause, directly or indirectly attributable to any cause
(excluding damages as a result of earthquakes at the Piedra del
Á
guila and Luj
á
n de Cuyo plants, in which case there
is a deductible of the greater of 5.00% of the damages or US$1
million), including consequential lost profits due to breakdown or
damages to fixed assets for a maximum period of 18
months.
|
|
●
|
|
Primary liability
: Our
coverage extends to third party liability against property damages,
personal injuries or death resulting from the development of the
insured party
’
s
activities up to US$10,000,000 per generation plant.
|
|
●
|
|
Excess liability
: Our
coverage extends to third party liability against property damages,
personal injuries or death resulting from the development of
activities at any of the four locations of the generation plants
for up to US$50,000,000 in excess of the primary liability coverage
described in the previous bullet point.
|
|
●
|
|
Port liability
: In our
capacity as port terminal operator, we carry insurance covering our
fuel loading and unloading operations conducted at the port
terminal, including consequential losses and sudden and accidental
pollution.
|
|
●
|
|
Directors and officers
liability
: We carry directors and officers liability
insurance against potential claims against such directors and
officers.
|
|
●
|
|
Vehicle insurance
: Our
insurance covers third party liability for claims against the
insured party for personal injuries or property damages and
physical damages to the insured vehicle as a result of an accident,
fire, robbery of theft.
|
|
●
|
|
Worker’s
compensation
: This policy provides coverage against any
accident occurring at work and such accidents occurring while
employees are commuting to the workplace.
|
|
●
|
|
Mandatory life
insurance
: This policy covers the death of
employees.
|
|
●
|
|
Optional life
insurance
: This policy covers total or permanent disability
due to disease or accident and partial losses due to
accident.
|
|
●
|
|
Transportation
: This
policy covers losses or damages resulting from collision, overturn,
fall or derailment of the carrier and other
catastrophes.
|
|
●
|
|
Combined and
comprehensive
: This policy covers the offices and warehouses
in the city of Neuqu
é
n. It
provides coverage against certain catastrophes.
|
|
●
|
|
Puerto
Complex:
|
|
●
|
|
ISO 14001/2004:
Certificate No. 01 10406 1629668 good through September 13, 2018
(Nuevo Puerto, Puerto Nuevo and Puerto combined cycle
plants)
|
|
●
|
|
Luj
á
n de Cuyo plant:
|
|
●
|
|
ISO 14001/2004:
Certificate No. 01 10406 1629670 good through September 14,
2018
|
|
●
|
|
Piedra del
Á
guila plant:
|
|
●
|
|
ISO 14001/2004:
Certificate No. 01 10406 1629669 good through September 14,
2018
|
|
●
|
|
all accidents and
occupational diseases can be prevented;
|
|
●
|
|
compliance with
applicable occupational and health standards is the responsibility
of all individuals participating in activities in our facilities;
and
|
|
●
|
|
raising awareness
among individuals contributes to the welfare at the workplace and
to the improved individual and collective development of the
members of the work community.
|
|
●
|
|
Puerto
Complex:
|
|
●
|
|
ISO 9001/2008:
Certificate No. 01 10006 1629668 good through September 13, 2018
(Puerto combined cycle plant)
|
|
●
|
|
Luj
á
n de Cuyo plant:
|
|
●
|
|
ISO 9001/2008:
Certificate No. 01 10006 1629670 good through September 14,
2018
|
|
●
|
|
Piedra del
Á
guila plant:
|
|
●
|
|
ISO 9001/2008:
Certificate No. 01 10006 1629669 good through September 14,
2018
|
|
●
|
|
OHSAS 18001/2007:
Certificate No. 01 11306 1629669 good through July 13,
2019
|
|
●
|
|
equip the plants
with useful and proactive management tools;
|
|
●
|
|
ensure process
quality;
|
|
●
|
|
satisfy
clients
’
requirements;
|
|
●
|
|
pursue ongoing
improvement in processes;
|
|
●
|
|
safeguard people
and our own and third party
’
s property;
|
|
●
|
|
prevent
pollution;
|
|
●
|
|
make efficient use
of resources;
|
|
●
|
|
preserve the
ecological balance; and
|
|
●
|
|
improve life
quality.
|
|
●
|
|
Quality Management
System
|
|
●
|
|
Environmental
Management System
|
|
●
|
|
Occupational Safety
and Health Management System
|
|
●
|
|
Puerto
Complex:
|
|
●
|
|
Nuevo Puerto plant:
Environmental Management System with ISO 14001/2004
certificate
|
|
●
|
|
Puerto Nuevo plant:
Environmental Management System with ISO 14001/2004
certificate
|
|
●
|
|
Puerto combined
cycle plant: Environmental Management System with ISO 14001/2004
certificate and Quality Management System with ISO 9001/2008
certificate
|
|
*
|
Certification
body:
|
|
●
|
|
Luj
á
n de Cuyo plant: Environmental
Management System with ISO 14001/2004 certificate and Quality
Management System with ISO 9001/2008 certificate
|
|
*
|
Certification
body:
|
|
●
|
|
Piedra del
Á
guila plant:
Environmental Management System with ISO 14001/2004 certificate,
Quality Management System with ISO 9001/2008 certificate and
Occupation Safety and Health Management System with OHSAS
18001/2007 certificate
|
|
*
|
Certification
body:
|
|
●
|
|
to participate in
the drafting and implementation of national energy
policies;
|
|
●
|
|
to enforce the laws
governing the development of the activities within its scope of
competence;
|
|
●
|
|
to participate in
the drafting of policies and regulations governing public services
within the scope of its competence;
|
|
●
|
|
to oversee the
entities and agencies governing works and public service
concessionaries;
|
|
●
|
|
to engage in
drafting regulations concerning licenses issued by the federal
government or the provinces for public services within the scope of
its competence;
|
|
●
|
|
to oversee the
regulatory entities and agencies of privatized areas or areas
operating under concessions within the scope of its competence;
and
|
|
●
|
|
to enforce the
Regulatory Framework and to oversee the regulations governing
tariffs, fees, duties and taxes.
|
|
●
|
|
amending the Rules
to Access the Electricity Transportation System Existing Capacity
and Enlargement;
|
|
●
|
|
regulating the
International Interconnection Transmission System (the
“
IITS
”
);
|
|
●
|
|
amending the rules
governing the Procedures;
|
|
●
|
|
defining power and
energy amounts and other technical parameters that distributors and
Large Users are required to meet to access the WEM and authorizing
the entry of new players to the WEM;
|
|
●
|
|
authorizing
electric power imports and exports;
|
|
●
|
|
rendering final
administrative decisions with respect to appeals brought against
the ENRE
’
s resolutions,
which are the last administrative remedies that can be filed in
order to review the ENRE
’
s resolutions (the next step is a
judicial appeal);
|
|
●
|
|
exercising the
duties of the Ministry of Energy and Mining within the Federal
Electricity Council; and
|
|
●
|
|
administering the
Provinces
’
Special Fund
for Electricity Development created by Section 33 of Law No.
15,336.
|
|
●
|
|
representing the
state-owned equity interest in CAMMESA;
|
|
●
|
|
defining the rules
governing CAMMESA;
|
|
●
|
|
ensuring
transparency and equity;
|
|
●
|
|
determining the
overall operating and maintenance costs that would allow fully or
partially state-owned generation and transportation companies to
maintain service quality, continuity and safety; and
|
|
●
|
|
administering the
Stabilization Fund.
|
|
1.
|
a term market,
where contractual quantities, prices and conditions are freely
agreed upon among sellers and buyers;
|
|
2.
|
a spot market,
where prices are established on an hourly basis based on the
economic production cost, represented by the short-term marginal
cost measured at the system
’
s load center (market node);
and
|
|
3.
|
a quarterly
stabilization system of spot market prices, intended for the
purchases of electric power by distributors.
|
|
●
|
|
managing the SADI
in accordance with the Regulatory Framework, which
includes:
|
|
●
|
|
determining the
technical and economic dispatch of electric power (including
determining the schedule of production of all generation plants of
a power system to balance the production with the demand) at the
SADI;
|
|
●
|
|
maximizing system
security and the quality of electric power supplied;
|
|
●
|
|
minimizing
wholesale prices in the spot market;
|
|
●
|
|
planning energy
capacity requirements and optimizing energy use in accordance with
the rules set forth periodically by the Secretariat of Electric
Energy; and
|
|
●
|
|
monitoring the
operation of the term market and administering the technical
dispatch of electric power under the agreements entered into in
that market.
|
|
●
|
|
acting as agent of
the various WEM participants;
|
|
●
|
|
purchasing and
selling electric power from or to other countries by performing the
relevant import/export transactions within the framework of
existing agreements between Argentina and bordering countries
and/or among WEM agents and third parties from bordering countries;
and
|
|
●
|
|
carrying out the
commercial administration and dispatch of fuels for the WEM
generation plants.
|
|
1.
|
it is related to
national security;
|
|
2.
|
it is aimed to be
used in the trade of electric power between different jurisdictions
and districts inside the country (
e.g.
, between two
different provinces or between the City of Buenos Aires and a
province);
|
|
3.
|
it is correlated to
a place that is exclusively under jurisdiction of the Argentine
Congress;
|
|
4.
|
it is related to
hydroelectric or tidal energy facilities that need to be connected
between them or with others of the same or different source for a
rational and economic use of them;
|
|
5.
|
it is connected to
the
SADI
in
any spot of the country;
|
|
6.
|
it is related with
the trade of electric power with a foreign nation; or
|
|
7.
|
it is related to
electric power plants that use or transform nuclear or atomic
energy.
|
|
1.
|
neither a
generation or distribution company nor a Large User or any of its
controlled companies or its controlling company, can be an owner or
a majority shareholder of a transmission company or the controlling
entity of a transmission company. Nevertheless, the executive
branch may authorize a generation or distribution company or a
Large User to build, at its own cost and for its own need, a
transport network for which it will establish the modality and form
of operation.
|
|
2.
|
the holder of a
distribution concession cannot be the owner of generation units;
however, the shareholders of the electric power distributor may own
generation units, either by themselves or through any other entity
created with the purpose of owning or controlling generation units;
and
|
|
3.
|
no transmission
company may purchase or sell electric energy.
|
|
1.
|
two or more
transmission companies can merge into or be part of a same economic
group only if they obtain an express approval from the ENRE; such
approval is also necessary when a transmission company intends to
acquire shares in another electric power transmission
company;
|
|
2.
|
pursuant to the
terms of the concession agreement that govern the transmission of
electric power through transmission lines above 132 kv and below
140 kv, the transmission service is rendered exclusively in the
specific areas indicated in such agreement; and
|
|
3.
|
pursuant to the
terms of the concession agreement of the company that renders
electric power transmission services through lines with voltage
equal to or higher than 220 kv, the service must be rendered
exclusively and without territorial restrictions, throughout
Argentina.
|
|
1.
|
two or more
distribution companies can merge into or be part of a same economic
group only if they obtain an express approval from the ENRE; such
approval is also be necessary when a distribution company intends
to acquire shares in another electric power distribution company;
and
|
|
2.
|
the distribution
service is rendered within the areas specified in the respective
concession contracts.
|
|
1.
|
The energy
available in the market will be used primarily to serve residential
customers, public lighting, public entities and industrial and
commercial users whose energy demand is at or below 300 kW and that
have not entered into term contracts.
|
|
2.
|
GUMAs, GUMEs and
large customers of distribution companies (in all cases with
consumption equal or higher than 300 kilowatts) must satisfy any
consumption in excess of their base demand (equal to their demand
in 2005) with energy from the Energía Plus service, consisting
of the supply of additional energy generation from new generators
and generation agents, co-generators or self-generators that are
not agents of the WEM or who, as of the date of publication of the
resolution, were not interconnected with the WEM. The price
required to pay for excess demand, if not previously contracted for
under the Energía Plus, was originally fixed to be equal to
the marginal cost of operation. The marginal cost is equal to the
generation cost of the last generation unit transmitted to supply
the incremental demand from electric power at any given time. With
the Energía Plus, the price has been amended to Ps.650 per MWh
for GUMAs and GUMEs and has been maintained for large customers of
distribution companies for their excess demand (Note No. 111/16
issued by the Secretariat of Electric Energy).
|
|
1.
|
Effective Term
: Maximum
of ten years.
|
|
2.
|
Parties
:
The company whose
offer has been approved by the former Secretariat of Electric
Energy, as seller, and the WEM as a whole, represented by CAMMESA,
as buyer.
|
|
3.
|
Remuneration
:
To
be determined based on the costs accepted by the former Secretariat
of Electric Energy and approved by the former Ministry of
Planning.
|
|
4.
|
Delivery
Point
:
The connection
node of the plant with the SADI.
|
|
5.
|
Remedies
:
The ESAs must
include remedies for breach based on the effect that the
unavailability of the units committed under the ESAs may have on
the proper supply of the electric power demand in the
SADI.
|
|
6.
|
Dispatch
:
The machines and
plants assigned to the ESAs will generate electric power to the
extent they are dispatched by CAMMESA.
|
|
1.
|
The energy supplied
must be generated by designated machines in conformity with
CAMMESA
’
s dispatch
requirements and must be adequate for the generator
’
s capacity.
|
|
2.
|
The term of the
contracts must be for a maximum of 15 years, which may be extended
for a maximum term of 18 additional months.
|
|
3.
|
In cases of
contracts for energy generated from renewable sources other than
biofuels (such as wind and solar energy), no capacity payment is
provided. In these cases, the consideration shall consist of the
payment for the energy supplied, a management charge and the
payment of a portion of fixed costs (charges for transport,
expenses, fees and other charges specifically provided for). The
price of the energy supplied shall remain constant throughout the
term of the specific contract.
|
|
4.
|
A guarantee fund
will be established to ensure the performance of the obligations
under the ESAs, which shall be set up by CAMMESA, until reaching a
limit of 10.00% of the future obligations assumed under each of the
contracts at which point the fund ceases to accumulate
funds
|
|
1.
|
at the time of the
publication of Resolution No. 108/2011, such parties do not have
the generation facilities to be committed under such offers or,
having completed the interconnection to the WEM, have not committed
their availability of generation and related energy under any form
of contract; and
|
|
2.
|
they present
projects where the Argentine government, ENARSA or other generation
agents have an interest.
|
|
1.
|
sets renewable
energies consumption targets for all of Argentina
’
s electric power consumers, as
minimum percentages of renewable energies electric power that they
are required to consume as of December 31 of the following years:
8% for 2017, 12% for 2019, 16% for 2021, 18% for 2023, and 20% for
2025;
|
|
2.
|
amends and expands
the tax benefits for eligible projects;
|
|
3.
|
establishes the
Fondo para el
Desarrollo de Energ’as Renovables
(Fund for the
Development of Renewable Energies, or the
“
FODER
”
) as a trust fund for which the
Argentine government serves as the trustor, Banco de
Inversi
ó
n y Comercio
Exterior (BICE) serves as the trustee and the owners of the
approved investment projects are the beneficiaries. The trust fund
must allocate the trust assets to extend credit, make capital
contributions and acquire all such other financial instruments as
required for the execution and financing of eligible projects
involving electric power generation from renewable sources;
and
|
|
4.
|
establishes
obligations for Large Users and large demand: clients of electric
power distribution providers or distribution agents with capacity
demand equal to or higher than 300 KW must meet gradual goals
through self-generation or otherwise purchase such electric power
from generators (directly or through electric power distributors or
brokers or from the wholesale market operator CAMMESA), at a price
which may not exceed an average of US$113/MWh until March 30, 2018,
and thereafter at a price determined by Ministry of Energy and
Mining. In this respect the Ministry of Energy and Mining by means
of Resolution 281-E/2017, established the regulatory framework that
allows Large Users to purchase renewable energy from private
generating companies.
|
|
1.
|
The Ministry of
Energy and Mining must be the enforcement authority of the
law.
|
|
2.
|
The system is
applicable to projects for the construction of new facilities or
for expanding or upgrading existing ones, the acquisition of new or
second-hand equipment, to the extent new assets, works and other
services are used for the project and are directly connected to the
project. Access to the system is allowed for projects for which,
after having been selected under Resolutions Nos. 220/2007,
712/2009 and 108/2011 set forth by the former Secretariat of
Electric Energy, construction has not yet begun and that have been
selected by the enforcement authority and the executed agreement is
terminated. Projects for which construction has begun may also be
eligible to the extent amendments to the executed contracts are
allowed, as required by the enforcement authority. The enforcement
authority must establish the merit order for projects that have
been approved and determine the granting of the promotional
benefits for each project.
|
|
3.
|
The goals
established by the law must be audited annually commencing on
December 31, 2018. Users are allowed a 10% margin of error per year
for achieving the goals related to energy consumption from
renewable sources established by the law.
|
|
4.
|
The enforcement
authority must establish the terms and conditions under which it
will allocate a portion of the funds of FODER
’
s financing account to finance the
development projects of the value chain of local production of
power generating equipment, using renewable energy sources, parts
or components.
|
|
●
|
|
Early refund of the
VAT on the project
’
s new
depreciable assets: the VAT as invoiced to the beneficiaries on the
purchase, production, manufacture or final import of capital goods
or the execution of infrastructure works shall be credited against
other taxes by the AFIP as soon as at least three fiscal periods
have elapsed, as counted from the fiscal period in which the
investments were made, or it shall be recoverable in the term
provided upon approving the project, under conditions and with the
guarantees set forth in that respect.
|
|
●
|
|
Accelerated asset
depreciation for purposes of income tax: the beneficiaries may
apply depreciations on the investments associated with the projects
subsequent to their approval and under the terms set forth therein.
These depreciations are subject to a differential treatment
depending on their timing, within the first, second or third
twelve-month period after project approval. This alternative is
subject to the condition that the assets are to remain as property
of the project holder for at least three years.
|
|
●
|
|
Non-calculation of
the minimum presumed income tax provided by Law No. 25,063 on the
assets allocated to the projects initiated under the system created
by the renewable energy law: this benefit applies to the three
fiscal periods preceding the completion of the relevant project.
The assets must be connected to the relevant project and must be
acquired by the company after the approval of the
project.
|
|
1.
|
Early refund of VAT
and accelerated depreciation of assets for income tax purposes,
with beneficiaries being able to apply for both benefits
simultaneously, subject to reduced benefits based on the actual
commencement date of the project
’
s execution.
|
|
2.
|
Extension to ten
years of the tax loss carry forward term. Tax loss carry forwards
arising from the promoted activity may only be set off against net
income arising from the same activity.
|
|
3.
|
Exclusion of assets
connected to the activity subject to the Promotional Regime from
the taxable base related to the minimum presumed income tax until
the eighth fiscal year following the project
’
s commencement (inclusive of the
first year). Excluded assets are those connected to the project
subject to the Promotional Regime and included in the
owner
’
s net worth after
the approval of such project.
|
|
4.
|
A 10% exemption on
tax on the dividends distributed by the companies that own the
projects subject to the Promotional Regime, which are reinvested in
new infrastructure projects within Argentina.
|
|
5.
|
Tax certificate
applicable to the payment of income tax, VAT, minimum presumed
income tax and excise taxes for an amount equal to 20% of the value
of components of electromechanical facilities made in Argentina,
provided that at least 60% of the components (excluding civil
works) are made in Argentina. Where there is insufficient or a lack
of production in Argentina, the percentage is reduced to 30%. The
assignment of the tax certificate is conditioned upon the fact that
the taxpayer cannot have liquidated debts due and payable to the
AFIP.
|
|
6.
|
Other benefits,
including the possibility of shifting increased costs arising from
tax increases to the price of the renewable energy sold; exemption
from import duties and the statistical rate for the import of new
capital assets, special equipment and related parts and components
that are necessary for, among other things, the execution of the
project; and the exemption from special taxes, fees and royalties
of any jurisdiction imposed on the access to and use of renewable
sources of energy within participating jurisdictions until December
31, 2025, excluding potential fees payable on the use of the
state-owned land where the projects are based.
|
|
7.
|
Those who wish to
participate in the Promotional Regime must waive the benefits
afforded by previous systems under Laws No. 25,019 and 26,360, and
the projects that benefitted from such systems may only have access
to the Promotional Regime if the works committed under the
contracts executed thereunder have not commenced as of the date of
the application.
|
|
1.
|
prepare and put in
place a plan of action addressing the issues affecting the electric
power generation, transportation and distribution sectors within
its jurisdiction in order to adjust the quality and safety of the
electric power supply and ensure the supply of electric power under
suitable technical and economic conditions; and
|
|
2.
|
work in
coordination with other agencies of the Argentine government to
develop a program for the efficient use of energy.
|
|
1.
|
Bids may only be
submitted to CAMMESA by such parties that already are, or have
simultaneously submitted an application to the Secretariat of
Electric Energy to become, generation, co-generation or
self-generation agents of the WEM under the terms of the
Procedures.
|
|
2.
|
Bids must be for
projects to install new generation capacity, in addition to the
expected capacity for the period in which commercial operation of
the project is committed.
|
|
3.
|
Bidders may not
offer pre-existing generation units that are connected to the SADI
or units in which the power capacity being offered is already
committed and partially performed under agreements approved by the
former Secretariat of Electric Energy. If, in the case of the
latter, there was no partial performance of the agreements and
bidders submitted bids under Resolution No. 21, CAMMESA must submit
the matter to the former Secretariat of Electric
Energy.
|
|
4.
|
Bids may not
commit, at each proposed connection point, a generation capacity
lower than 40 MW and the net power of each generating unit for such
location may not be lower than 10 MW.
|
|
5.
|
The committed
equipment must be capable of running on two types of fuel and be
able to operate on either of them as needed by the WEM economic
dispatch. If there is ongoing and unlimited availability of a given
fuel or if deemed logistically beneficial by the bidder, bidders
may submit an alternative offer with generating equipment capable
of running on a single type of fuel.
|
|
6.
|
There is no
pre-established ceiling for the capacity of power that can be
offered and the location of the projects can be freely chosen, but
both the capacity and the location of the projects will be limited
by the capacity of the transmission system and the supply of
fuel.
|
|
7.
|
For each generating
unit at the proposed interconnection spot, bidders must offer a
price for power availability (expressed in U.S. dollars per month)
and a price for the electric power generated (expressed in U.S.
dollars per hour), estimating the value of non-fuel related
variables for each type of fuel on which the power station is able
to run and the related committed maximum specific consumption
stated in kilocalories per kilowatt-hour.
|
|
8.
|
Bidders are
required to submit evidence of full compliance with applicable
environmental laws, including but not limited to the related
statement of Environmental Impact and Environmental Impact
Study.
|
|
9.
|
Bids must be
submitted in two envelopes. One envelope must include technical
information in connection with the availability of the power being
offered. The other envelope must include the bid price for the
committed power availability and the electric power generated, the
maximum specific consumption being offered, the committed due date
by which the generation capacity being offered will be commercially
available for service, the requested term for the contract, the bid
bond and the
pro
forma
guarantee of compliance with the committed due
date.
|
|
10.
|
Before submitting
the bids, the Secretariat of Electric Energy may specify or
supplement the contents of Resolution No. 21 and the information
and documents to be submitted.
|
|
1.
|
Fiscal Quota: For
the year ended December 31, 2016, a budget of US$1,700,000,000 was
approved in order to be allocated to the promotional benefits under
the Promotional Regime. In case the specified budget is not
allocated in full in 2016, it will be automatically transferred to
the following year.
|
|
2.
|
PPAs term: In order
to recover the investment and obtain a reasonable return, the PPAs
will have a maximum term of 30 years.
|
|
3.
|
Put and Call
Options: The PPAs may grant rights to: (a) the Argentine government
to purchase the power generation or their assets upon material
breaches of the contract that constitute ground for termination;
the purchase price will be lower than the unamortized investment at
the time the option is exercised; and (b) the owner of the project
to sell the power generation or their assets upon the occurrence of
any of the
“
grounds for
put option
”
for a price,
which in no case may exceed the unamortized investment at the time
the option is exercised.
|
|
4.
|
PPAs are subject to
Argentine private law.
|
|
5.
|
Choice of Forum: In
the event of any dispute concerning the interpretation or execution
of the PPAs for disputes arising out of the contracts signed
between the Argentine government or the FODER with the
beneficiaries of the Promotional Regime, alternative dispute
resolution methods from Argentina or abroad can be included in the
PPAs.
|
|
6.
|
FODER: As a result
of the Decree No. 13/2015 in which the Ministry of Energy and
Mining was established, the Decree No. 882/16 replaced paragraphs
2, 3, 7, 8 and 9 of Section 7 of Law 27,191 and proceeded to modify
the Argentine government
’
s role in the FODER, establishing
the Ministry of Energy and Mining as trustor and trustee of the
FODER. It also granted power to the Minister of Energy and Mining
(or his designee or replacement) to approve the trust agreement of
the FODER and sign the trust agreement with the
trustee.
|
|
7.
|
Guarantee of
payment for put option: The decree empowers the Ministry of
Treasury and Public Finance to issue and deliver treasury bills to
the FODER (up to a maximum nominal value of US$3,000,000,000 or its
equivalent in other currencies) for and on behalf of the Ministry
of Energy and Mining and to guarantee the payment in the event that
the owner exercises the put option and sells the generation
plant.
|
|
1.
|
Purpose: The
purpose of the agreement must be to supply the amount of electric
power associated with the new equipment for electric power
generation from renewable sources to the WEM beginning on the date
on which the power station is permitted to operate in the WEM until
the termination of the contractual term.
|
|
2.
|
Seller: The
generation, co-generation or self-generation agent of the WEM whose
bid is accepted pursuant to the provisions of this resolution and
supplementary regulations set forth by the Secretariat of Electric
Energy.
|
|
3.
|
Buyer: CAMMESA, on
behalf of the distribution agents and Large Users of the WEM (until
such role is reassigned among distribution agents or Large Users of
the WEM), in order to meet the goals of renewable energy source
contribution set since December 31, 2017 for the demand of electric
power in the WEM.
|
|
4.
|
Term: Up to twenty
years from the date on which operations commence.
|
|
5.
|
Type and technology
of the energy to be supplied.
|
|
6.
|
Electricity
committed to be delivered per year.
|
|
7.
|
Generation capacity
of each unit and total installed capacity committed.
|
|
8.
|
Remuneration to be
received by the seller and paid by the buyer for the electric power
to be supplied, determined on the basis of the bid price in U.S.
dollars per megawatt/hour (US$/MWh).
|
|
9.
|
The terms and
conditions of the seller
’
s contractual performance
guarantee.
|
|
10.
|
The point of
delivery of the electric power purchased shall be the connection
node to the SADI.
|
|
11.
|
The remedies for
contractual breach.
|
|
12.
|
The enforcement of
the guarantee for payment through FODER
’
s escrow account.
|
|
13.
|
Contracts for the
purchase of electric power shall have first priority in payment and
rank equally with payments to the WEM.
|
|
●
|
|
12 wind projects
for a total installed capacity of 707 MW, with a weighted average
price of US$59.39/MWh, a minimum price of US$49.10/MWh and a
maximum price of US$67.20/MWh;
|
|
●
|
|
four solar projects
for total installed capacity of approximately 400 MW, with a
weighted average price of US$59.75/MWh, a minimum price of
US$59.00/MWh and a maximum price of US$60.00/MWh;
|
|
●
|
|
five small hydro
projects for total installed capacity of 11.37 MW, all at a price
of US$105/MWh;
|
|
●
|
|
six biogas projects
with a total installed capacity of approximately 8.64 MW, with a
weighted average price of US$154 /MWh, a minimum price of
US$118/MWh and a maximum price of US$160/MWh; and
|
|
●
|
|
two biomass
projects, for a total installed capacity of 14.5 MW, both at a
price of US$110/MWh.
|
|
●
|
|
ten wind projects
for a total installed capacity of 765.35 MW, with a weighted
average price of US$53.34/MWh, a minimum price of US$46/MWh and a
maximum price of US$59.38/MWh; and
|
|
●
|
|
20 solar projects
for total installed capacity of approximately 516.18 MW, with a
weighted average price of US$54.94/MWh, a minimum price of
US$48.00/MWh and a maximum price of US$59.20/MWh.
|
Unit
|
Power (MW)
|
Minimum
capacity price (US$/MW per month)
|
Base capacity
price May-Oct 2017 (US$/MW per month)
|
Base capacity
price after Nov 2017 (US$/MW per month)
|
Additional
capacity price May-Oct 2017 (US$/MW per month)
|
Additional
capacity price after Nov 2017 (US$/MW per month)
|
TG
|
P<50
|
4,600
|
6,000
|
7,000
|
1,000
|
2,000
|
TV
|
P<100
|
5,700
|
6,000
|
7,000
|
1,000
|
2,000
|
P>100
|
4,350
|
6,000
|
7,000
|
1,000
|
2,000
|
|
CC
|
P<150
|
3,400
|
6,000
|
7,000
|
1,000
|
2,000
|
P>150
|
3,050
|
6,000
|
7,000
|
1,000
|
2,000
|
|
HI
|
P>300
|
N/A
|
2,000
|
2,000
|
500
|
1,000
|
|
●
|
|
Base
Price:
|
|
●
|
|
If DispReal
DIGO, then Base Price is
equal to (DispReal
–
DIGO) * kM * Minimum Capacity Price + DIGO * Base Capacity Price *
kM.
|
|
●
|
|
If DispReal <
DIGO, then Base Price is equal to the greater of (i) REM MIN or
(ii) DispReal * Base Capacity Price * kM *
DispReal/DIGO.
|
|
●
|
|
Additional Price
(REM ADC):
|
|
●
|
|
If DispReal
–
DIGO
DIGOasig, Additional Price is equal
to DIGOasig * Additional Capacity Price * kM.
|
|
●
|
|
If DispReal
–
DIGO < DIGOasig,
then Additional Price is equal to 0.
|
|
●
|
|
Base Price is equal
to Base Capacity Price * (DispReal + agreed-upon maintenance),
and
|
|
●
|
|
Additional Price is
equal to Additional Capacity Price * DispReal
|
|
Generated
power
|
Operated
power
|
||||||
Unit
|
Natural
gas
|
Liquids
|
Biodiesel
|
Hydro
|
Natural
gas
|
Liquids
|
Biodiesel
|
Hydro
|
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
US$/MWh
|
TG
|
5.0
|
8.0
|
11.0
|
|
2.0
|
2.0
|
2.0
|
|
TV
|
5.0
|
8.0
|
11.0
|
|
2.0
|
2.0
|
2.0
|
|
CC
|
5.0
|
8.0
|
11.0
|
|
2.0
|
2.0
|
2.0
|
|
HI
P>300MW
|
|
|
|
3.5
|
|
|
|
1.4
|
|
Natural
gas
|
Alternative
fuels
|
Unit
|
kcal/kWh
|
kcal/kWh
|
TG
|
2,400
|
2,600
|
TV
|
2,600
|
2,600
|
Large CC (>180
MW)
|
1,680
|
1,820
|
Other
CC
|
1,880
|
2,000
|
Technology and
scale
|
Pesos/MW-hrp(1)
|
Gas turbine units
with power (P) < 50 Mw (small)
|
152.3
|
Gas turbine units
with power (P) > 50 Mw (large)
|
108.8
|
Steam turbine units
with power (P) < 100 Mw (small)
|
180.9
|
Steam turbine units
with power (P) > 100 Mw (large)
|
129.2
|
Combined cycle
units with power (P) < 150 Mw (small)
|
101.2
|
Combined cycle
units with power (P) > 150 Mw (large)
|
84.3
|
Hydroelectric units
with power (P) < 30 Mw (renewable)
|
299.2
|
Hydroelectric units
with power (P) 30 to 120 Mw (small)
|
227.5
|
Hydroelectric units
with power (P) 120 Mw to 300 Mw (medium)
|
107.8
|
Hydroelectric units
with power (P) > 300 Mw (large)
|
59.8
|
Internal combustion
motors
|
180.9
|
Wind
farms
|
-
|
Solar photovoltaic
power plants
|
-
|
Biomass and
biogas—solid urban waste
|
-
|
(1)
|
MW-hrp means the
power available during the time of the day defined in advance by
the authorities in the seasonal programing.
|
Combined
cycle units
|
June
– July – August – December – January
– February
|
March
– April – May – September – October –
November
|
A >
95.00%
|
110.00%
|
100.00%
|
85.00% < A
95.00%
|
105.00%
|
100.00%
|
75.00% < A
85.00%
|
85.00%
|
85.00%
|
A
75.00%
|
70.00%
|
70.00%
|
|
|
|
Steam
turbine units
|
June
– July – August – December – January
– February
|
March
– April – May – September – October –
November
|
A >
90.00%
|
110.00%
|
100.00%
|
80.00% < A
90.00%
|
105.00%
|
100.00%
|
70.00% < A
80.00%
|
85.00%
|
85.00%
|
|
|
|
Combined
cycle units
|
June
– July – August – December – January
– February
|
March
– April – May – September – October –
November
|
A
70.00%
|
70.00%
|
70.00%
|
|
|
|
Internal
combustion motors
|
June
– July – August – December – January
– February
|
March
– April –May – September – October –
November
|
A >
90.00%
|
110.00%
|
100.00%
|
80.00% < A
90.00%
|
105.00%
|
100.00%
|
70.00% < A
80.00%
|
85.00%
|
85.00%
|
A
70.00%
|
70.00%
|
70.00%
|
|
Operates
on:
|
|||
|
|
Liquid
fuels
|
|
|
Classification
|
Natural
gas
|
Oil and gas
FO/GO
|
Biofuel
(BD)
|
Carbon
(C)
|
|
|
Pesos/MWh
|
|
|
Gas turbine units
with power (P) < 50 Mw (small)
|
46.3
|
81.1
|
154.3
|
-
|
Gas turbine units
with power (P) > 50 Mw (large)
|
46.3
|
81.1
|
154.3
|
-
|
Steam turbine units
with power (P) < 100 Mw (small)
|
46.3
|
81.1
|
154.3
|
139.0
|
Steam turbine units
with power (P) > 100 Mw (large)
|
46.3
|
81.1
|
154.3
|
139.0
|
Combined cycle
units with power (P) < 150 Mw (small)
|
46.3
|
81.1
|
154.3
|
-
|
Combined cycle
units with power (P) > 150 Mw (large)
|
46.3
|
81.1
|
154.3
|
-
|
Hydroelectric units
with power (P) < 30 Mw (renewable)
|
|
36.7
|
|
|
Hydroelectric units
with power (P) 30 to 120 Mw (small)
|
|
36.7
|
|
|
Hydroelectric units
with power (P) 120 Mw to 300 Mw (medium)
|
|
36.7
|
|
|
Hydroelectric units
with power (P) > 300 Mw (large)
|
|
36.7
|
|
|
Internal combustion
motors
|
74.1
|
111.2
|
148.3
|
-
|
Wind
farms
|
|
112.0
|
|
|
Solar photovoltaic
power
plants
|
|
126.0
|
|
|
Biomass and
biogas—solid urban
waste
|
Equal to the
applicable thermal technology and scale provided above
|
|
Allocated
to:
|
|
Technology and scale
|
Relevant
generation agent Pesos/MWh
|
Trust fund
Pesos/MWh
|
Gas turbine units
with power (P) < 50 Mw (small)
|
13.7
|
5.9
|
Gas turbine units
with power (P) > 50 Mw (large)
|
11.7
|
7.8
|
Steam turbine units
with power (P) < 100 Mw (small)
|
13.7
|
5.9
|
Steam turbine units
with power (P) > 100 Mw (large)
|
11.7
|
7.8
|
Combined cycle
units with power (P) < 150 Mw (small)
|
13.7
|
5.9
|
Combined cycle
units with power (P) > 150 Mw (large)
|
11.7
|
7.8
|
Hydroelectric units
with power (P) = 50 Mw (renewable)
|
84.2
|
14.9
|
Hydroelectric units
with power (P) 50 to 120 Mw (small)
|
84.2
|
14.9
|
Hydroelectric units
with power (P) 120 Mw to 300 Mw (medium)
|
59.4
|
39.6
|
Hydroelectric units
with power (P) > 300 Mw (large)
|
54.0
|
36.0
|
Internal combustion
motors
|
13.7
|
5.9
|
Wind
farms
|
-
|
-
|
Solar photovoltaic
power plants
|
-
|
-
|
Biomass and biogas
– solid urban waste
|
-
|
-
|
Technology
|
Natural
gas Kcal/kWh
|
Alternative
fuels (FO/GO/C) Kcal/kWh
|
Gas
turbine
|
2,400
|
2,600
|
Steam
turbine
|
2,600
|
2,600
|
Internal combustion
motors
|
2,150
|
2,300
|
Combined cycles (GT
> 180 MW)
|
1,680
|
1,820
|
Other combined
cycles
|
1,880
|
2,000
|
|
1.
|
run-of-the-river
hydropower plants and renewable power plants having commenced
commercial operation prior to January 1, 2017;
|
|
2.
|
power plants
supplying energy pursuant to PPAs executed in connection with
Resolutions No. 712/2009 or No. 108/2011 having commenced
commercial operation prior to January 1, 2017;
|
|
3.
|
renewable power
plants supplying energy pursuant to PPAs executed with CAMMESA
through the RenovAr Program (
e.g.
, the La Castellana
Project and the Achiras Project);
|
|
4.
|
renewable power
plants supplying energy pursuant to Resolution MINEM No. 202/2016;
and
|
|
5.
|
renewable power
plants operating in the term market (
e.g.
, private PPAs)
which have obtained dispatch priority in accordance with the regime
established pursuant to Resolution No. 281.
|
|
●
|
|
Atypical structure,
with a bias towards oil and gas, which is a characteristic of
countries with large reserves of hydrocarbons such as Middle
Eastern countries, Russia, African oil-producing countries and
Venezuela.
|
|
●
|
|
51.10% of the
energy supply is dependent on natural gas despite significant
restrictions imposed on electric power generators and the
penetration of gas consumption in the energy market, which is
higher than in most countries that have a large sur
plus
production of
natural gas.
|
|
●
|
|
Stagnation in the
local energy supply since investments in recent years in the oil
and gas sector have been insufficient to effectively increase
domestic supply enough to satisfy a nearly ever-increasing
demand.
|
|
●
|
|
Enhanced demand due
to the abnormally low prices of gas and electric power in the
residential and commercial sectors during the 2012-2016 period,
which caused the growth rate of residential energy consumption to
be higher than usual.
|
|
●
|
|
Buenos
Aires-Greater Buenos Aires-Coastline
|
|
●
|
|
Comahue
|
|
●
|
|
Northeast
Argentina
|
|
●
|
|
Northeast and
northwest Argentina
|
|
●
|
|
Comahue-Cuyo
|
|
●
|
|
Southern
Patagonia
|
(*)
|
Percentages
indicate direct and indirect investments of the Company in DGCU and
DGCE.
|
|
(**)
|
Percentages reflect
our equity interests in the operating companies TJSM, TMB and CVO.
After the plants have been operational for ten years, their
ownership will be transferred to the operating companies. For more
information, see
“Item
4.B.
Business Overview
—
FONINVEMEM and Similar
Programs.
”
|
Site
|
Plant
|
Unit
|
Installed
capacity
|
Type
|
Fuel type
(if any)
|
|
Puerto Complex
|
|
|
1,714
|
MW
|
|
|
|
Puerto Nuevo plant
|
|
589
|
MW
|
|
|
|
|
PN
TV07
|
145
|
MW
|
Thermal
|
NG /
FO
|
|
|
PN
TV08
|
194
|
MW
|
Thermal
|
NG /
FO
|
|
|
PN
TV09
|
250
|
MW
|
Thermal
|
NG /
FO
|
|
Nuevo Puerto plant
|
|
360
|
MW
|
|
|
|
|
NP
TV05
|
110
|
MW
|
Thermal
|
NG /
FO
|
|
|
NP
TV06
|
250
|
MW
|
Thermal
|
NG /
FO
|
|
Puerto combinedcycle plant
|
|
765
|
MW
|
|
|
|
|
CC GE
|
765
|
MW
|
Thermal
|
NG /
GO
|
Piedra del Águila
|
|
|
1,440
|
MW
|
|
|
|
Piedra del Águila plant
|
|
1,440
|
MW
|
|
|
|
|
PAGUHI
|
1,440
|
MW
|
Hydroelectric
|
|
Luján de Cuyo
|
|
|
509
|
MW
|
|
|
|
Luján de Cuyo plant
|
|
509
|
MW
|
|
|
|
|
Siemens combined
cycle
|
306
|
MW
|
Thermal
|
NG
|
|
|
ALSTOM
TG23
|
23
|
MW
|
Thermal
|
NG /
GO
|
|
|
ALSTOM
TG24
|
23
|
MW
|
Thermal
|
NG /
GO
|
|
|
MARELLI
TV11
|
60
|
MW
|
Thermal
|
NG /
FO
|
|
|
MARELLI
TV12
|
60
|
MW
|
Thermal
|
NG /
FO
|
|
|
ABB
TG22
|
36
|
MW
|
Thermal
|
NG /
GO
|
|
|
CTRL
HIDR
Á
ULICA
|
1
|
MW
|
Hydroelectric
|
|
Site
|
Plant
|
Unit
|
Installed
capacity
|
Type
|
Fuel type
(if any)
|
|
La Plata
(1)
|
|
|
128
|
MW
|
|
|
|
La Plata plant
|
|
128
|
MW
|
|
|
|
|
TG GE
|
128
|
MW
|
Thermal
|
NG /
GO
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
(1)
|
Economic activity
|
|
|
|
|
|
|
Nominal GDP in
current US$
(2)
(in millions of US$)
|
579,400
|
610,760
|
563,955
|
642,665
|
551,792
|
641.958
|
Real gross domestic
investment
(3)
(pesos of 2004) (% change) as % of GDP
|
(6.1
)%
|
(0.1
)%
|
(4.35
)%
|
0.71
%
|
(3.12
)%
|
8.21
%
|
Price indexes and exchange rate information
|
|
|
|
|
|
|
INDEC CPI (%
change)
(4)
|
10.8
%
|
10.9
%
|
24.0
%
|
11.9
%
|
16.9
%
|
24.8
%
|
Economic activity
|
|
|
|
|
|
|
Inflation (as
measured by the City of Buenos Aires CPI) (% change)
(5)
|
N/A
|
26.60
%
|
38.0
%
|
26.9
%
|
41.0
%
|
26.1
%
|
Inflation (as
measured by the Province of San Luis CPI) (% change)
(5)
|
23.1
%
|
32.0
%
|
39.4
%
|
31.6
%
|
31.5
%
|
24.3
%
|
Wholesale price
index (WPI) (% change)
|
13. 1
%
|
14.7
%
|
28.3
%
|
10.6
%
(5)
|
34.5
%
(5)
|
18.8
%
|
Nominal exchange
rate
(6)
(in Ps./US$ at period end)
|
4.92
|
6.52
|
8.55
|
13.00
|
15.89
|
18.65
|
Sources:
|
Ministry of Public
Works of Argentina, Banco de la Naci
ó
n Argentina and Instituto Nacional de
Censos y Estadísticas (INDEC).
|
||
(1)
|
Variation provided
by INDEC as of December, 2017. Real GDP data of 2011-2014 was
restated by INDEC.
|
||
(2)
|
Calculations based
on the nominal GDP in pesos as reported by INDEC in December 2017,
divided by the average nominal Ps./US$ exchange rate for each
period as reported by the Banco de la Naci
ó
n Argentina.
|
||
(3)
|
Calculations for
years 2011 through 2016 based on real gross domestic investment
(pesos of 2004) and GDP as reported by INDEC in March
2017.
|
||
(4)
|
For 2015, data
available until October 2015 (last published data). The newly
appointed INDEC authority, which took office in December 2015,
declared an emergency with respect to Argentina
’
s statistics system. In this
respect, the INDEC
’
s
website warns that the statistical information published from
January 2007 through December 2015 should be considered with
caution, except for that information which has been revised in
2016, as expressly stated in by the INDEC on its website. The
INDEC, pursuant to the authority conferred by Regulations 181/15
and 55/16, initiated the research required in order to restore the
regularity of procedures for data collection, its processing, the
development of economic indicators and their dissemination. The CPI
for 2016 contains the data from April to December 2016 (the only
published data).
|
||
(5)
|
On January 8, 2016,
based on its determination that the INDEC had failed to produce
reliable statistical information, including with respect to CPI,
the Macri administration declared the national statistical system
and the INDEC in a state of administrative emergency through
December 31, 2016. The INDEC implemented certain methodological
reforms and adjusted certain macroeconomic statistics on the basis
of these reforms. See
“Item
3.D.
Risk Factors
—
The credibility of several Argentine
economic indices has been called into question, which has led to a
lack of confidence in the Argentine economy and could affect your
evaluation of the market value of the ADSs.
”
During the first six months of this
reorganization period, the INDEC published official CPI figures
published by the City of Buenos Aires and the Province of San Luis
for reference, which we include here.
|
||
(6)
|
Pesos to U.S.
dollars exchange rate as quoted by the Banco de la Naci
ó
n Argentina for wire transfers
(
divisas
).
|
(1)
|
Includes sales of
energy and power to CAMMESA remunerated under Resolution No. 95 and
Resolution No. 19/2017.
|
|
(2)
|
Includes (i) sales
of energy and power to CAMMESA not remunerated under Resolution No.
95 and (ii) remuneration under Resolution No. 724/2008 relating to
agreements with CAMMESA to improve existing Argentine power
generation capacity. See
“Item
4.B. Business Overview—
The Argentine Electric Power
Sector
—
Structure of the
Industry
—
Shortages in the
Stabilization Fund and Responses from the Argentine
government
—
The National
Program.
”
|
|
(3)
|
Includes
(i) term market sales under contracts and (ii) energy
sold under the Energía Plus (for more information regarding
term market sales under contract, see “Item 4.B. Business
Overview—Our Customers”) (for more information
regarding term market sales under contract, see
“Item 4.B.
Business
Overview
—
Our
Customers
”
).
|
|
(4)
|
Includes steam sold
under steam sale contract with YPF from the Luján de Cuyo
Plant.
|
Unit
|
Non-Recurring maintenance remuneration Res. 22/16
|
Res. 482/15 vs. Adjustment
|
|
Pesos/MWh
|
%
|
Steam turbine and
gas turbine
|
45.1
|
59.93
%
|
Combined
cycle
|
39.5
|
59.92
%
|
Hydroelectric
|
10
|
25.00
%
|
Demand by region for year 2017
|
Total energy demand
(1)
|
Generation of Central Puerto
plants
(2)(3)
|
|||||
Puerto Complex La Plata Plant
|
Luján deCuyo Plant
|
Piedra del AguilaPlant
|
|||||
MWh
|
%
|
MWh
|
%
|
MWh
|
%
|
||
Gran Buenos Aires
|
15,183,712
|
9,574,056
|
63.05%
|
|
|
|
|
Litoral
|
11,476,012
|
|
|
|
|
|
|
Buenos Aires
|
5,151,017
|
|
|
|
|
|
|
Centro
|
8,192,078
|
|
|
|
|
|
|
Noroeste
|
50,151,288
|
|
|
|
|
|
|
Noreste
|
16,037,928
|
|
|
|
|
|
|
Cuyo
|
9,367,352
|
|
|
3,169,942
|
33.84%
|
|
|
Comahue
|
11,463,580
|
|
|
|
|
3,719,206
|
32.44%
|
Patagonia
|
5,403,096
|
|
|
|
|
|
|
(1)
|
Demand data for
2017.
|
|
(2)
|
Generation data for
2017.
|
|
(3)
|
Generation by
Central Puerto plants.
|
(1)
|
As of December 31,
2017, the La Plata plant was classified as a disposal group held
for sale and its respective results as a discontinued operation in
our audited consolidated financial statements. Effective as of
January 5, 2018, we sold the La Plata plant to YPF EE. For further
information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale”.
|
|
Terminal 6 San Lorenzo
|
Luján de Cuyo
|
Location
|
San Lorenzo,
Province of Santa F
é
(within the Terminal 6 agroindustrial complex)
|
Luj
á
n de Cuyo, Province of Mendoza(within
our Luj
á
n de Cuyo
plant)
|
Expected commercial
operation date (1)
|
May
2020
|
November
2019
|
Estimated total
capital expenditure (excluding VAT)
|
US$284
million
|
US$91
million
|
Awarded electric
capacity
|
330 MW (for the
winter)
317 MW (for the
summer)
|
93 MW (for the
winter)
89 MW (for the
summer)
|
Technical
configuration
|
Co-generation
system with one gas turbine and one steam turbine
|
Co-generation
system with two gas turbines
|
Electric
energy segment:
|
|
|
Awarded electric
capacity price per MW of installed capacity
|
US$17,000 per
month
|
US$17,100 per
month
|
Awarded generated
energy price (without fuel cost recognition)
|
US$8.00 per MWh for
natural gas operation and US$10.00 per MWh for gas oil
operation
|
US$8.00 per
MWh
|
Contract
length
|
15
years
|
15
years
|
PPA signing
date
|
January 4,
2018
|
January 4,
2018
|
Steam
segment:
|
|
|
Steam production
capacity
|
350 tons per
hour
|
125 tons per
hour
|
Steam
buyer
|
T6 Industrial
S.A.
|
YPF
|
Contract
length
|
15
years
|
15
years
|
|
La Castellana Project
|
Achiras Project
|
Location
|
Province of Buenos
Aires
|
Province of
C
ó
rdoba
|
Expected commercial
operation date (1)
|
July
2018
|
June
2018
|
Estimated total
capital expenditure (including VAT)
|
US$148
million
|
US$74
million
|
Awarded electric
capacity
|
99 MW
|
48 MW
|
Awarded price per
MWh
|
US$61.50
|
US$59.38
|
Contract
length
|
20 years, starting
from commercial operation
|
20 years, starting
from commercial operation
|
PPA signing
date
|
January
2017
|
May
2017
|
Number of
generators
|
32
|
15
|
Capacity per
unit
|
3.15
MW
|
3.2 MW
|
Wind turbine
provider
|
Acciona
Windpower
—
Nordex
|
Acciona
Windpower
—
Nordex
|
|
La Genoveva I
|
Location
|
Province of Buenos
Aires
|
Expected commercial
operation date (2)
|
May
2020
|
Estimated PPA
signing date
|
May
2018
|
Estimated total
capital expenditure (including VAT)
|
US$105
million
|
Awarded electric
capacity
|
86.6
MW
|
Awarded electric
capacity price per MWh of installed capacity
|
US$40.90 per
MWh
|
Expected contract
length
|
20 years, starting
from commercial operation
|
Number of
generators
|
25
|
Capacity per
unit
|
3.46
MW
|
(1)
|
For 2015, 2016 and
the month of January 2017, includes additional trust remuneration
revenues in the form of LVFVD from CAMMESA, and non-recurring
maintenance remuneration revenues in the form of LVFVD from
CAMMESA. See
“—
Our
Revenues
—
The Energía
Base.
”
|
|
(2)
|
Includes (i) sales
of energy and power not remunerated under Resolution No. 19/2017
and 95/2013 and (ii) remuneration under Resolution No. 724/2008
relating to agreements with CAMMESA to improve existing Argentine
power generation capacity. See
“Item 4.B. Business
Overview—
The Argentine Electric Power
Sector
—
Structure of the
Industry
—
Shortages in the
Stabilization Fund and Responses from the Argentine
Government
—
The National
Program.
”
|
(3)
|
Includes
(i) term market sales under contracts and (ii) energy
sold under the Energía Plus (for more information regarding
term market sales under contract, see “Item 4.B. Business
Overview—Our Customers”) (for more information
regarding term market sales under contract, see
“
Item 4.B. Business
Overview—Our Customers
”
).
|
(4)
|
Includes steam sold
under steam sale contract with YPF from the Luján de Cuyo
Plant.
|
|
1.
|
a 66.18% increase
in our revenues from electric power sold under Energía Base,
which amounted to Ps.5.18 billion during the year ended December
31, 2017, compared to Ps.3.11 billion during the year ended
December 31, 2016, primarily attributable to (a) an increase in the
prices granted by Resolution SEE No. 19/17, adopted in February
2017, as compared to those granted by Resolution SEE 22/16, with
effect as of February 2016, each for capacity and electric power
sold under the Energía Base. See
“—
Factors Affecting Our Results
of Operations
—
Our
Revenues
—
The Energía
Base
”
, and, to a lesser
extent, (b) a 6.78% increase in the quantity of energy sold under
this framework (15,557 GWh during the year ended December 31, 2017,
as compared to 14,569 GWh during the year ended December 31,
2016);
|
|
2.
|
a 104.35% increase
in our revenues from electric power sold on the spot market, which
amounted to Ps.472.45 million during the year ended December 31,
2017, compared to Ps.231.19 million during the year ended December
31, 2016, primarily attributable to (a) a 10.83% devaluation of the
peso compared to the U.S. dollar, calculated as the average
exchange rate for the year ended December 31, 2017 compared to the
average exchange rate for the year ended December 31, 2016, which
impacted income from remuneration under Resolution No. SE 724/08
relating to agreements with CAMMESA, which are denominated in U.S.
dollars; (b) a Ps. 143 million one-time revenue under Resolution
No. 724/2008 during 2017; (c) a 100% increase in the prices
that we charge CAMMESA for primary and secondary frequency
regulations services which we provide, such increase in prices
being due to Resolution SEE 20/17 going into effect as of February
2017 and (d) a 18.19% increase in primary and secondary frequency
regulation services (measured in MWh) provided to
CAMMESA;
|
|
3.
|
a 54.93% increase
in our revenues from sales under contracts (including the
Energía Plus contracts, which are denominated in U.S.
dollars), which amounted to Ps.167.12 million during the year ended
December 31, 2017, compared to Ps.107.87 million during the year
ended December 31, 2016, primarily attributable to (a) an 9.71%
devaluation of the peso compared to the U.S. dollar, calculated as
the average exchange rate for the year ended December 31, 2017
compared to the average exchange rate for the year ended December
31, 2016, and (b) the amount of energy sold under contracts
increased by 28.01% (the price per unit in U.S. dollars has not
changed); and
|
|
4.
|
a 30.37% increase
in our revenues from steam sales to YPF from our Luján de Cuyo
Plant, which amounted to Ps.141.20 million during the year ended
December 31, 2017, compared to Ps.108.31 million during the year
ended December 31, 2016, primarily attributable to (a) an 9.71%
devaluation of the peso compared to the U.S. dollar, calculated as
the average exchange rate for the year ended December 31, 2017
compared to the average exchange rate for the year ended December
31, 2016 (the price per unit in U.S. dollars has not changed), and
(b) a 5.63% increase in the quantity of steam sold (1,177,661 tons
in 2017 as compared to 1,114,908 tons during the year ended
December 31, 2016).
|
|
1.
|
a 34.42% increase
in our revenues from electric power sold under the Energía
Base, which amounted to Ps.3.11 billion in 2016, compared to
Ps.2.32 billion in 2015, primarily attributable to an increase in
the prices granted by Resolution SEE No. 22/16 adopted in March
2016, with retroactive effect as of February 2016, each for
capacity and electric power sold under the Energía Base. See
“—
Factors Affecting
Our Results of Operations
—
Our Revenues
—
The Energía Base.
”
This increase was partially offset
by a 13.95% decrease in the quantity of energy sold under this
framework (14,621 GWh in 2016, as compared to 16,991 GWh in 2015),
mainly due to less water availability in our Piedra del
Á
guila plant;
|
|
2.
|
a 22.01% increase
in our revenues from electric power sold on the spot market, which
amounted to Ps.231.19 million in 2016, compared to Ps.189.49
million in 2015, primarily attributable to (a) a 60.17% devaluation
of the peso compared to the U.S. dollar, calculated as the average
exchange rate for 2016 compared to the average exchange rate for
2015, which impacted the income from remuneration under Resolution
No. SE 724/08 relating to agreements with CAMMESA which are
denominated in U.S. dollars, which was partially offset by a (b) a
23.75% decrease in power reserve and frequency regulation services
provided to CAMMESA for Ps.70.49 million in 2016, compared to
Ps.92.44 million in 2015;
|
|
3.
|
a 12.27% increase
in our revenues from sales under contracts (including Energía
Plus contracts, which are denominated in U.S. dollars),which
amounted to Ps.107.87 million in 2016, compared to Ps.96.08 million
in 2015, primarily attributable to (a) a 60.17% devaluation of the
peso compared to the U.S. dollar, calculated as the average
exchange rate for 2016 compared to the average exchange rate for
2015, which was partially offset by (b) a 31.20% decrease in the
quantity of energy sold in the spot market (127 GWh in 2016, as
compared to 184 GWh in 2015) – prices denominated in dollars
remained stable; and
|
|
4.
|
a 149.95% increase
in our revenues from steam sales to YPF from our Luján de Cuyo
Plant, which amounted to Ps.108.31 million in 2016, compared to
Ps.43.33 million in 2015, primarily attributable to (a) a 60.17%
devaluation of the peso compared to the U.S. dollar, calculated as
the average exchange rate for 2016 compared to the average exchange
rate for 2015, (b) a 53% increase in the price per ton of steam at
our Luj
á
n de Cuyo plant
(US$6.41 per ton in 2016 as compared to US$4.18 per ton in 2015),
and (c) a 4.20% increase in the quantity of steam sold (1,114,908
tons in 2016 as compared to 1,069,967 tons in 2015).
|
|
1.
|
a Ps.219.05
million, or 77.48%, increase in consumption of production supplies
(measured as inventories at the beginning of the period plus
purchases during the period, minus
the inventories
at the end of the period), mainly attributable to an increase in
the cost of fuel for the generating units that operate in
connection with sales under contracts and steam sales, including
the YPF contract for steam and Energía Plus contracts (which
are denominated in U.S. dollars under such contracts), due to (a)
an 9.71% devaluation of the peso compared to the U.S. dollar,
calculated as the average exchange rate for the year ended December
31, 2017, compared to the average exchange rate for year ended
December 31, 2016, and (b) a 166.14% increase in the amount of
energy sold under the Energía Plus contracts of 92 GWh energy
sold in 2017 compared to 55 GWh energy sold in 2016;
|
|
2.
|
a Ps.189.20
million, or 27.46%, increase in compensation to employees,
primarily related to CBAs; and
|
|
3.
|
a Ps.82.45 million,
or 162.44%, increase in levies and royalties associated to the
increase in revenues from the Piedra del Águila Plant due to
increases in the energy and power prices, and in the quantity of
energy generated.
|
|
1.
|
a Ps.145.82
million, or 106.54%, increase in consumption of production supplies
(measured as inventories at the beginning of the period
plus
purchases during the period, minus
the inventories
at the end of the period), mainly attributable to an increase in
the cost of fuel for the generating units that operate in
connection with sales under contracts and steam sales, including
the YPF contracts for steam and Energía Plus contracts (which
are denominated in U.S. dollars under such contracts), which was
due to (a) a 60.17% devaluation of the peso compared to the U.S.
dollar, calculated as the average exchange rate for 2016 compared
to the average exchange rate for 2015 and (b) a 106.34% increase in
cost of fuel in April 2016;
|
|
2.
|
a Ps.192.62
million, or 38.81%, increase in compensation to employees,
primarily related to CBAs; and
|
|
3.
|
a Ps.155.33
million, or 78.62%, increase in maintenance expenses, mainly
attributable to (a) a 60.17% devaluation of the peso compared to
the U.S. dollar, calculated as the average exchange rate for 2016
compared to the average exchange rate for 2015, which impacted the
costs under the long-term maintenance service agreements of some of
our thermal units, which are denominated in U.S. dollars, and (b)
an increase in the hours of operation of some of our thermal units,
which increased charges under the long-term maintenance service
agreements.
|
|
1.
|
a Ps.108.35
million, or 49.34%, increase in compensation to employees as a
result of salary adjustments primarily due to increased inflation
during the year ended December 31, 2017;
|
|
2.
|
a Ps.86.24 million,
or 80.18%, increase in fees and compensation for services, plus
maintenance expenses, mainly due to a Ps. 34.20 million, increase
in employee transportation, meal expenses and security services,
among others, due to a price increase for such services, and a Ps.
16.64 million increase in professional services related to
financing activities.
|
|
1.
|
a Ps.28.46 million,
or 14.89%, increase in compensation to employees, as a result of
salary adjustments primarily due to increased inflation during the
period;
|
|
2.
|
a Ps.22.87 million,
or 41.52%, increase in tax on bank account transactions, due to
increased revenues, costs and capital investments completed during
the period; and
|
|
3.
|
a Ps.20.39 million,
or 44.68%, increase in fees and compensation for services, mainly
due to a Ps.9.22 million increase in employee transportation and
meal expenses, among others, due to a price increase for such
services, and a Ps.6.58 million increase in IT services due to the
installation of new business and corporate applications, and an
increase of Ps.1.97 million in health and environment services,
mainly due to an increase in the cost of the medical and nursing
services.
|
|
1.
|
a one-time gain of
Ps.520.40 million in 2016, in connection with a revision of our
estimate of the amounts recognized on December 31, 2015 of certain
receivables from CAMMESA related to LVFVD of additional trust
remuneration for financing new projects, based on changes in the
energy sector; and
|
|
2.
|
a Ps.60.88 million
or 44.32% decrease in foreign exchange gains from trade payables
and receivables, net denominated in U.S. dollars mainly as a result
of: (a) a 17.36% devaluation of the peso against the U.S. dollar in
the year ended December 31, 2017 (calculated at the exchange rate
as of December 31, 2017 compared to the exchange rate as of
December 31, 2016), compared to a 21.86% devaluation of the peso
against the U.S. dollar in the year ended December 31, 2016
(calculated at the exchange rate as to December 31, 2016 compared
to the exchange rate as of December 31, 2015), and (b) a decrease
in trade payables and receivables, net denominated in U.S. dollars
(which totaled US$22.98 million as of December 31, 2017, as
compared to US$71.75 million of net receivables as of December 31,
2016).
|
|
1.
|
income of Ps.599.55
million, mainly related to a one-time gain of Ps.520.4 million in
connection with a revision of our estimate of the amounts
recognized on December 31, 2015 of certain receivables from CAMMESA
related to LVFVD of additional trust remuneration for financing new
projects, based on changes in the energy sector, including the
Argentine government having declared an emergency in the energy
sectors (Decree No. 134/2015) to improve the quality and security
of electric power supply, and stating its intent to bring the power
generation industry within the federal regulatory framework
established under Laws No. 15,336 and No. 24,065 and mentioned in
the preamble to Resolution SEE No. 22/16;
|
|
2.
|
a Ps.199.28
million, or 59.20%, decrease in foreign exchange gains from trade
payables and receivables, net denominated in U.S. dollars mainly as
a result of (a) a 21.86% devaluation of the peso against the U.S.
dollar in 2016, (calculated at the exchange rate as of December 31,
2016 compared to the exchange rate as of December 31, 2015),
compared to a 52.50% devaluation of the peso against the U.S.
dollar in 2015 (calculated at the exchange rate as to December 31,
2015 compared to the exchange rate as of December 31, 2014), and
(b) a decrease in trade payables and receivables, net denominated
in U.S. dollars (which totaled US$71.75 million as of December 31,
2016, as compared to US$71.52 million as of December 31,
2015).
|
|
1.
|
net income on the
disposal of available-for-sale financial assets totaling Ps.662.69
million in the year ended December 31, 2017, compared to Ps.227.47
million in the year ended December 31, 2016, mainly due to an
increase in sales of available-for-sale financial assets during
2017; and
|
|
2.
|
an increase in
interest earned, totaling Ps.148.49 million in the December 31,
2017, compared to Ps.51.77 million in the year ended December 31,
2016, due to an increase in financial assets bearing
interest;
|
|
1.
|
net income on the
disposal of available-for-sale financial assets totaling Ps.227.47
million in 2016, compared to Ps.67.10 million in 2015, mainly due
to an increase in sales of available-for-sale financial assets in
2016; and
|
|
2.
|
an increase, in
interest income, totaling Ps.51.77 million in 2016, compared to
Ps.31.87 million in 2015, due to an increase in financial assets
bearing interest;
|
|
3.
|
a Ps.138.38
million, or 59.31%, decrease in foreign exchange gains from
financial assets denominated in U.S. dollars, mainly as a result of
a 21.86% devaluation of the peso against the U.S. dollar in 2016
(calculated as the exchange rate as of December 31, 2016 compared
to the exchange rate as of December 31, 2015) compared to a 52.50%
devaluation of the peso against the U.S. dollar in 2015 (calculated
as the exchange rate as of December 31, 2015 compared to the
exchange rate as of December 31, 2014).
|
|
1.
|
a profit of
Ps.103.18 million from our interest in Ecogas through IGCE, DGCE
and IGCU, respectively, as compared to Ps.24.07 million,
respectively, in 2015, due to an increase in these
companies
’
revenues from
increases in tariffs effective February 2016; and
|
|
2.
|
a profit of
Ps.36.85 million from the companies that operate the San
Martín and Belgrano FONINVEMEM plants, TJSM and TMB, as
compared to Ps.26.45 million in 2015, due to an increase in the
operating fees charged by these companies, which are denominated in
U.S. dollars, and due to the devaluation of the Argentine peso
against the U.S. dollar in 2016.
|
|
Year ended December 31,
|
||
|
2017
|
2016
|
2015
|
Net cash flows
provided by operating activities
|
2,388,983
|
2,088,607
|
1,272,987
|
Net cash flows used
in investing activities
|
(2,317,295
)
|
(1,925,750
)
|
(1,341,938
)
|
Net cash (used in)
provided by financing activities
|
(58,594
)
|
(433,009
)
|
175,566
|
Increase(Decrease) in cash and cash equivalents, net
|
13,094
|
(270,152
)
|
106,615
|
(1)
|
Current debt does
not include: (i) the IIC
–
IFC Facility I, (ii) the IIC
–
IFC Facility II. See
“Item 5.B. Liquidity and Capital
Resources—
Indebtedness
—Loans from the IIC—IFC
Facilities”
|
|
|
Payments due by period
(7)
|
|||||
|
Currency
|
Maturity
|
Total at December 31,2017
|
Less than 1 year
|
1 – 3 years
|
3 – 5 years
|
More than 5 years
|
|
|
(in thousands of Ps.)
|
|||||
Bank
debt
|
Pesos
|
|
1,984,333
|
1,984,333
|
-
|
-
|
-
|
Debt
with CAMMESA
|
Pesos
|
|
3,877,693
|
2,035,021
|
1,822,704
|
19,968
|
-
|
Maintenance
contracts (long-term service agreements)
|
U.S.
dollars
|
|
3,243,168
|
278,512
|
875,402
|
936,402
|
1,152,476
|
Natural
gas contracts
|
U.S.
dollars
|
|
14,340,827
|
57,941
|
653,863
|
1,690,346
|
11,938,676
|
Gas
transmission and distribution contracts
|
Pesos
andU.S. dollars
|
|
88,474
|
88,474
|
-
|
-
|
-
|
Provincial
fees and royalties
|
Pesos
|
|
1,348,943
|
179,207
|
509,532
|
592,319
|
67,885
|
Construction
of wind farms Achiras, La Castellana and La Genoveva I
|
U.S.
dollars
|
Varies
|
3,621,176
|
1,482,005
|
2,139,171
|
-
|
-
|
Construction
of San Lorenzo Terminal 6 and Lujan de Cuyo plants
|
U.S.
dollars
|
Varies
|
6,894,375
|
2,011,934
|
4,882,441
|
-
|
-
|
Long
term benefits to employees
|
Pesos
|
Varies
|
113,097
|
22,679
|
16,609
|
11,982
|
61,827
|
(1)
|
Short-term bank loans and s
hort-term bridge
loans with Banco de Galicia y Buenos Aires S.A. for the acquisition
of wind turbines.
|
(2)
|
Debt pursuant to Secretariat of Energy Resolution
146 totaling Ps.
2.91
billion
with an estimated maturity on March 2021 and a loan with CAMMESA
totaling Ps.
965.1
million.
With respect to this last loan, because CAMMESA did not establish a
term for the loan (which was used to purchase a GE turbine), we
have included this amount as debt with payments due in less than 1
year, the shortest possible maturity category in the chart above.
See “Item 4.B. Business Overview—The Argentine Electric
Power Sector—Structure of the Industry—Shortages in the
Stabilization Fund and Responses from the Argentine
Government.”
|
(3)
|
The
GE combined cycle maintenance contract expires on December 31,
2024; the Siemens combined cycle (Luján de Cuyo) maintenance
contract expires on September 30, 2024; the Alstom co-generation
unit (Luján de Cuyo) maintenance contract expires on March 1,
2019 the Achiras and La Castellana maintenance contract expires 10
years after the start of the commercial operation of each project.
The amounts listed above depend, in part, on the generation of the
applicable machinery and the type of fuel used, and we have made
certain assumptions with respect to these factors, among others,
utilizing models and software provided by CAMMESA, for purposes of
estimating the amounts included in the table above.
|
(4)
|
We
have a a natural gas contract for the purchase of gas for
Luján de Cuyo plant with YPF that expires on January 1, 2019.
The amounts listed above depend, in part, on the generation of the
applicable machinery and the type of fuel used, and we have made
certain assumptions with respect to these factors, among others,
utilizing models and software provided by CAMMESA, for purposes of
estimating the amounts included in the table above.
|
(5)
|
The
Luján de Cuyo transmission and distribution contract expires
on March 31, 2018. The amounts listed above depend, in part, on the
generation of the applicable machinery, and we have made
assumptions with respect to this factor, among others, utilizing
models and software provided by CAMMESA, for purposes of estimating
the amounts included in the table above.
|
(6)
|
Based
on our internal estimates of the electric power generated by the
Piedra del Águila plant, with expected future water
flows.
|
(7)
|
The table excludes the plant payment and purchase
obligations of the La Plata plant which, a
s of December 31,
2017, was classified as a disposal group held for sale and its
respective results as a discontinued operation in our audited
consolidated financial statements. Effective as of January 5, 2018,
we sold the La Plata plant to YPF EE. For further information, see
“Item 4. Information of the Company—Recent
Developments—La Plata Plant Sale.
|
(1)
|
Prices are
generally determined by agreements or formulas based on future
market prices. Estimated prices used to calculate the monetary
equivalent of these sales obligations for purposes of the table are
based on current market prices as of December 31, 2017, and
expected generation and demand estimated at that date, and may not
reflect actual future prices of these commodities, or the real
demand. Accordingly, the peso amounts provided in this table with
respect to these obligations are provided for illustrative purpose
only, and are fixed for the entire period. The amounts above are
based on internal estimates of demand from our customers, based on
prior years, and they do not include the agreements for the sale of
energy entered into after December 31, 2017.
|
(2)
|
The table excludes the sales of the La Plata plant
which, as
of December 31, 2017, was classified as a disposal
group held for sale and its respective results as a discontinued
operation in our audited consolidated financial statements.
Effective as of January 5, 2018, we sold the La Plata plant to YPF
EE. For further information, see “Item 4. Information of the
Company—Recent Developments—La Plata Plant
Sale.”
|
Name
|
Title
|
Date of first appointment to the board
|
Date of expiration of current term
|
Date of birth
|
Jorge Carlos
Bledel
|
Director
|
February 24,
2010
|
December 31,
2017
|
April 19,
1954
|
Juan
Jos
é
Salas*
|
Director
|
September 9,
2015
|
December 31,
2017
|
February 23,
1960
|
Osvaldo Arturo
Reca
|
Vice-Chairmanof the
Board
|
April 5,
2011
|
December 31,
2017
|
December 14,
1951
|
Miguel
Dodero*
|
Director
|
September 9,
2015
|
December 31,
2017
|
February 16,
1955
|
Gonzalo Alejandro
P
é
r
è
s Moore
|
Chairman ofthe
Board
|
November 14,
2006
|
December 31,
2017
|
May 29,
1952
|
Gonzalo
Sundblad*
|
Director
|
April 28,
2017
|
December 31,
2017
|
October 18,
1964
|
Rufino
Escasany
|
Director
|
April 28,
2017
|
December 31,
2017
|
March 25,
1985
|
Jorge Eduardo
Villegas
|
Director
|
April 28,
2017
|
December 31,
2017
|
January 9,
1949
|
Cristi
á
n Lopez Saubidet*
|
Director
|
April 15,
2009
|
December 31,
2017
|
September 26,
1974
|
Mario Luis
Espada*
|
Director
|
April 29,
2016
|
December 31,
2017
|
September 12,
1951
|
Name
|
Title
|
Date of first appointment to the board
|
Date of expiration of current term
|
Date of birth
|
Liliana Amelia
Murisi*
|
Director
|
April 28,
2017
|
December 31,
2017
|
March 30,
1967
|
Enrique Gonzalo
Ballester*
|
Alternate
Director
|
April 28,
2017
|
December 31,
2017
|
January 19,
1954
|
Justo Pedro
S
á
enz
|
Alternate
Director
|
April 10,
2008
|
December 31,
2017
|
May 2,
1958
|
Marcelo Atilio
Suv
á
|
Alternate
Director
|
April 15,
2009
|
December 31,
2017
|
July 27,
1948
|
Juan Carlos
Martín Casas*
|
Alternate
Director
|
September 21,
2015
|
December 31,
2017
|
April 14,
1955
|
Diego Fernando
Miguens
|
Alternate
Director
|
January 30,
2007
|
December 31,
2017
|
January 25,
1955
|
Mario
Elizalde
|
Alternate
Director
|
February 11,
2007
|
December 31,
2017
|
July 26,
1954
|
Alejandro
Joaquín de Anchorena
|
Alternate
Director
|
September 21,
2015
|
December 31,
2017
|
March 29,
1984
|
Eduardo
Jos
é
Escasany
|
Alternate
Director
|
April 29,
2016
|
December 31,
2017
|
May 19,
1984
|
Pablo Javier
Vega*
|
Alternate
Director
|
September 21,
2015
|
December 31,
2017
|
September 29,
1972
|
Juan Pablo Gauna
Otero*
|
Alternate
Director
|
April 28,
2017
|
December 31,
2017
|
October 10,
1976
|
Pablo
Hourbeigt*
|
Alternate
Director
|
April 28,
2017
|
December 31,
2017
|
November 6,
1965
|
*
|
Independent
directors according to CNV rules, which differ from NYSE
requirements for U.S. issuers.
|
Name
|
Title
|
Date of first appointment to position
|
Date of Birth
|
Jorge
Rauber
|
CEO
|
2017
|
July 18,
1969
|
Fernando Roberto
Bonnet
|
CFO
|
2010
|
March 23,
1977
|
Eduardo
Nitardi
|
Engineering
Director
|
2016
|
July 18,
1955
|
Alberto Francisco
Minnici
|
Production
Manager
|
2015
|
April 14,
1965
|
Jos
é
Mar
’
a Saldungaray
|
Control, Planning
and Works Manager
|
2014
|
February 18,
1967
|
Justo Pedro
S
á
enz
|
Administration
Manager
|
2007
|
May 2,
1958
|
Jos
é
Manuel Pazos
|
General Counsel,
Head of Legal Area
|
2015
|
September 14,
1971
|
Rub
é
n Omar L
ó
pez
|
Planning and
Regulation Manager
|
2013
|
April 17,
1964
|
Hector Sergio
Falzone
|
Commercial and
Fuels Manager
|
2007
|
January 2,
1961
|
Leonardo
Marinaro
|
Legal Affairs
Manager
|
2007
|
April 25,
1963
|
Javier Alejandro
Torre
|
Human Resources
Manager
|
2016
|
April 19,
1967
|
Rub
é
n V
á
zquez
|
Renewable Energy
Manager
|
2015
|
March 5,
1962
|
|
●
|
|
accept directly or
indirectly any consulting, advisory, or other compensatory fee from
the issuer or any subsidiary thereof. Compensatory fees do not
include the receipt of fixed amounts of compensation under a
retirement plan (including deferred compensation) for prior service
with the listed issuer (provided that such compensation is not
contingent in any way on continued service); or
|
|
●
|
|
be an affiliated
person of the issuer or any subsidiary thereof.
|
|
●
|
|
advises on the
Board of Directors
’
proposal for the designation of external independent accountants
and ensure their independence;
|
|
●
|
|
oversees our
internal control mechanisms and administrative and accounting
procedures and assesses the reliability of all financial and other
relevant information filed with the CNV and other entities to which
we report;
|
|
●
|
|
oversees our
information policies concerning risk management;
|
|
●
|
|
provides the market
with complete information on transactions in which there may be a
conflict of interest with members of our various corporate bodies
or controlling shareholders;
|
|
●
|
|
advises on the
reasonableness of fees or stock option plans for our directors and
managers proposed by the Board of Directors;
|
|
●
|
|
advises on our
fulfillment of legal requirements and the reasonableness of the
terms of the issuance of shares or other instruments that are
convertible into shares in cases of capital increase in which
pre-emptive rights are excluded or limited;
|
|
●
|
|
verifies the
fulfillment of any applicable rules of conduct; and
|
|
●
|
|
issues grounded
opinions on related-party transactions under certain circumstances
and files such opinions with regulatory agencies as required by the
CNV in the case of possible conflicts of interest.
|
(1)
|
Status based on
rules of the CNV and the Commission.
|
Name
|
Office
|
Date of first appointment to position
|
Profession
|
Date of birth
|
Carlos C. Adolfo
Halladjian
|
Syndic
|
2013
|
Public
Accountant
|
March 8,
1977
|
Marcelino
Diez
|
Syndic
|
2007
|
Public
Accountant
|
August 8,
1943
|
Eduardo Antonio
Erosa
|
Syndic
|
2013
|
Public
Accountant
|
October 6,
1958
|
Horacio Ricardo
Erosa
|
Alternate
Syndic
|
2013
|
Public
Accountant
|
December 21,
1961
|
Carlos Adolfo
Zlotnitzky
|
Alternate
Syndic
|
2016
|
Public
Accountant
|
April 4,
1981
|
Mariano Luis
Luchetti
|
Alternate
Syndic
|
2016
|
Lawyer
|
May 3,
1973
|
Name
|
Title
|
Shares
|
% of shares
|
Eduardo
Jos
é
Escasany
|
Alternate
Director
|
77,471,913
|
5.12%
|
Diego Fernando
Miguens
(1)
|
Alternate
Director
|
9,975,857
|
0.66%
|
(1)
|
Diego Fernando
Miguens is the beneficial owner of Polinter S.A., which directly
holds 9,975,857 of our common shares. Polinter S.A. also holds a
19.25% equity interest in Plusener S.A., which in turn directly
holds 158,073,984 of our common shares.
|
Year
|
Union
|
Puerto Complex
|
La Plata
|
Luján de Cuyo
|
Piedra del Águila
|
CP Renovables
|
CP La Castellana
|
CP Achiras
|
|
APSEE
|
108
|
4
|
—
|
—
|
|
|
|
|
LYF
|
378
|
23
|
—
|
—
|
|
|
|
|
FATLYF
|
—
|
—
|
84
|
43
|
|
|
|
|
APUAYE
|
|
|
15
|
5
|
|
|
|
2014
|
Subtotal under CBA
|
486
|
27
|
99
|
48
|
|
|
|
|
Total outside CBA
|
60
|
1
|
8
|
4
|
|
|
|
|
APSEE
|
104
|
4
|
—
|
—
|
|
|
|
|
LYF
|
368
|
23
|
—
|
—
|
|
|
|
|
FATLYF
|
—
|
—
|
91
|
47
|
|
|
|
|
APUAYE
|
—
|
—
|
15
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
Subtotal under CBA
|
472
|
27
|
106
|
52
|
|
|
|
|
Total outside CBA
|
69
|
1
|
9
|
4
|
|
|
|
|
APSEE
|
106
|
3
|
—
|
—
|
|
|
|
|
LYF
|
359
|
23
|
—
|
—
|
|
|
|
|
FATLYF
|
—
|
—
|
91
|
47
|
|
|
|
|
APUAYE
|
—
|
—
|
16
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
Subtotal under CBA
|
465
|
26
|
107
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total outside CBA
|
66
|
2
|
10
|
4
|
|
|
|
|
APSEE
|
104
|
2
|
—
|
—
|
|
|
|
|
LYF
|
360
|
23
|
—
|
—
|
|
|
|
|
FATLYF
|
—
|
—
|
89
|
47
|
|
|
|
|
APUAYE
|
—
|
—
|
16
|
5
|
|
|
|
2017
|
Subtotal under CBA
|
464
|
25
|
105
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total outside CBS
|
68
|
3
|
10
|
4
|
1
|
3
|
3
|
Beneficial Owner
|
Shares
|
% of shares
|
Guillermo Pablo
Reca
(1)
|
176,225,624
|
11.64
%
|
Plusener
S.A.
(2)(3)
|
158,073,984
|
10.44
%
|
Eduardo
Jos
é
Escasany
|
77,471,913
|
5.12
%
|
Argentine
Government
|
124,949,112
|
8.25
%
|
Directors
|
|
|
Diego Fernando
Miguens
(2)
|
9,975,857
|
0.66
%
|
Gonzalo Alejandro
P
é
r
è
s Moore
|
13,277,944
|
0.88
%
|
Jorge Carlos
Bledel
|
12,625,648
|
0.83
%
|
Marcelo Atilio
Suv
á
|
1,500,000
|
0.10
%
|
Juan Carlos
Martín Casas
|
12,644,200
|
0.84
%
|
Total
Directors
|
50,023,649
|
3.30
%
|
Other
Shareholders
(3)
|
963,511,959
|
63.64
%
|
Total
|
1,514,022,256
|
100.00
%
|
**
|
Less than 1% of the
outstanding common stock.
|
|
(1)
|
Guillermo Pablo
Reca also owns 273,418,197 ordinary class B shares in our
subsidiary, CP Renovables, which represents 29.81% of CP
Renovables
’
shares.
|
|
(2)
|
Diego Fernando
Miguens is the beneficial owner of Polinter S.A., which directly
holds 9,975,857 of our common shares. Polinter S.A. also holds a
19.25% equity interest in Plusener S.A., which in turn directly
holds 158,073,984 of our common shares.
|
|
(3)
|
No other
shareholder has beneficial ownership of more than 5% of our common
shares. None of our senior officers own any of our common
shares.
|
|
As of January
11, 2018
|
As of April
24, 2018
|
||
Shareholder
|
Number of
shares held
|
% of
shares
|
Number of
shares held
|
% of
shares
|
Guillermo Pablo
Reca
(1)
|
206,325,624
|
13.63
%
|
176,225,624
|
11.64
%
|
Eduardo
José Escasany
|
154,201,690
|
10.18
%
|
77,471,913
|
5.12
%
|
Carlos José
Miguens
(2)
|
81,593,989
|
5.39
%
|
16,895,885
|
1.12
%
|
Diego Fernando
Miguens
(3)
|
48,175,635
|
3.18
%
|
9,975,857
|
0.66
%
|
Date
|
Capital stock (Ps.)
|
Event
|
Controlling shareholders
|
March 11,
2016
|
189,252,782
|
2016 Merger (and
related capital decrease)
|
N/A
|
December 16,
2016
|
1,514,022,256
|
Capital Increase
and Share Dividend Distribution
|
N/A
|
|
●
|
|
our financial
condition, operating results and current and anticipated cash
needs;
|
|
●
|
|
general economic
and business conditions;
|
|
●
|
|
our strategic plans
and business prospects;
|
|
●
|
|
legal, contractual
and regulatory restrictions on our ability to pay dividends;
and
|
|
●
|
|
other factors that
our Board of Directors may consider to be relevant.
|
|
Buenos Aires Stock Exchange Ps. per
share
(1)(2)
|
|
|
High
|
Low
|
|
||
Annual
|
|
|
2013
|
2.69
|
0.94
|
2014
|
6.99
|
1.88
|
2015
|
12.25
|
5.63
|
2016
|
25.00
|
9.63
|
2017
|
32.75
|
20.50
|
Quarterly
|
|
|
2016
|
|
|
1
st
Quarter
|
13.88
|
9.63
|
2
nd
Quarter
|
13.23
|
11.00
|
3
rd
Quarter
|
24.88
|
12.81
|
4
th
Quarter
|
25.00
|
17.50
|
2017
|
|
|
1
st
Quarter
|
28.50
|
22.63
|
2
nd
Quarter
|
26.85
|
21.20
|
3
rd
Quarter
|
31.00
|
20.50
|
4
th
Quarter
|
32.75
|
27.55
|
Monthly
|
|
|
2017
|
|
|
October
|
32.75
|
28.35
|
November
|
32.50
|
28.60
|
December
|
32.75
|
27.55
|
2018
|
|
|
January
|
48.65
|
31.90
|
February
|
44.50
|
41.35
|
March
|
36.10
|
32.55
|
April
(3)
|
35.35
|
31.80
|
|
●
|
|
Whenever the goal
is to acquire a holding equal to or greater than 35% of the voting
capital stock or of the company votes, the offer must be made for a
number of securities that would enable the purchaser to acquire at
least 50% of the voting capital stock of the affected
company.
|
|
●
|
|
Whenever a holding
equal to or greater than 50% of the voting capital stock or the
votes of the company is sought, the offer shall be made for the
number of securities that would enable the purchaser to obtain 100%
of the voting capital stock of the affected company. The
application of this stipulation shall have priority over the
stipulation discussed in the preceding paragraph.
|
|
●
|
|
The equity value of
the shares, taking into account a special financial statement for
the withdrawal from the public offering system or
listing;
|
|
●
|
|
The value of the
company, in accordance with discounted cash flow criteria and
ratios applicable to comparable businesses or
companies;
|
|
●
|
|
The
company
’
s liquidation
value;
|
|
●
|
|
Average quotation
prices on the stock exchange where the shares are listed during the
six month period immediately preceding the withdrawal application,
regardless of the number of sessions necessary for such
negotiation; and
|
|
●
|
|
The consideration
offered before, or the placement of the new shares, in the event
that a public offering has been made with regard to the same shares
or if new shares have been issued, if applicable, during the last
year, to be counted as of the date of the agreement for the
withdrawal application.
|
|
1.
|
Argentine
residents, as well as non-Argentine residents, may freely access
the MULC.
|
|
2.
|
Foreign exchange
transactions have been simplified, requiring customers to provide
only their CUIT, CUIL, CDI or CIE tax identification numbers or
Documento Nacional
Identidad
(National Identification Document, or DNI).
Transactions do not need to be formalized through a sales contract
and do not need a concept code.
|
|
3.
|
Automatic
accreditation in local accounts of funds received from abroad: when
a beneficiary
’
s account
is specified in a transfer from abroad, the financial institution
must place the funds received directly and without intervention by
the client, unless the client has previously and expressly
instructed otherwise.
|
|
4.
|
Financial and
foreign exchange entities may freely determine the level and use of
their general foreign exchange positions.
|
|
5.
|
Time restrictions
for carrying out foreign exchange transactions have been
eliminated.
|
|
6.
|
Financial and
foreign exchange entities may voluntarily provide information on
retail exchange rates offered in the City of Buenos Aires, which
will be posted on the Argentine Central Bank
’
s website.
|
|
7.
|
The mandatory
inflow and settlement of export proceeds through the MULC within
the term of ten years is still in effect.
|
|
8.
|
The types of
financings that may be cancelled abroad through the direct use of
export proceeds have been expanded.
|
|
●
|
|
the common shares
or ADSs are readily tradable on an established securities market in
the United States and
|
|
●
|
|
we were not, for
the year prior to the year in which the dividend was paid, and are
not, for the year in which the dividend is paid, a passive foreign
investment company (a
“
PFIC
”
).
|
|
i.
|
Dividends
originated from profits obtained before fiscal year 2018: are not
subject to any income tax withholding except for the Equalization
Tax (as defined below).
|
|
ii.
|
Dividends
originated from profits obtained during fiscal years initiated
after January 1, 2018 and up to December 31, 2019: dividends on
Argentine shares paid to Argentine Individuals and/or non-residents
(
“
Foreign
Beneficiaries
”
) are
subject to a 7% income tax withholding on the amount of such
dividends (
“
Dividend
Tax
”
).
|
|
iii.
|
Dividends
originated from profits obtained during fiscal years initiated
after January 1, 2020 onward: the tax rate is raised to
13%.
|
|
●
|
|
income tax at a 35%
rate would be assessed on 110% of the amount of funds
transferred.
|
|
●
|
|
VAT at a 21% rate
would be assessed on 110% of the amount of funds
transferred.
|
|
(i)
|
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
|
|
(ii)
|
to a bank account
located in Argentina or to a bank account opened outside of
Argentina but owned by an Argentine Individual.
|
Increase
in basis points
|
Effect
on income before
income
tax in thousands of Ps. (Loss)
|
500
|
(167,112
)
|
Change in the U.S. dollar
exchange rate
|
Effect on income before
income tax in thousands of Ps. (Loss)
|
10
%
|
(93,729
)
|
|
Less than 3 months
|
3 to 12 months
|
1 to 5 years
|
Total
|
|
(in thousands of
Ps.)
|
|||
CAMMESA borrowings
and other borrowings
|
233
|
2,258,409
|
2,534,287
|
4,792,929
|
Trade and other
payables
|
1,015,369
|
1,936
|
-
|
1,017,305
|
Total
|
1,015,602
|
2,260,345
|
2,534,287
|
5,810,234
|
|
Less than 3
months
|
3 to 1 2months
|
1 to 5 years
|
Total
|
|
(in thousands of Ps.)
|
|||
Interest-bearing
CAMMESA borrowings and other borrowing
|
294,692
|
2,046,208
|
1,284,783
|
3,625,683
|
Trade and other
payables
|
654,929
|
669
|
-
|
655,598
|
Total
|
949,621
|
2,046,877
|
1,284,783
|
4,281,281
|
Service
|
Fees
|
Issuance of ADSs
(e.g., an issuance of ADS upon a deposit of common shares, upon a
change in the ADS(s)-to-common share(s) ratio, or for any other
reason), excluding ADS issuances as a result of distributions of
common shares)
|
Up to U.S.
5
¢
per ADS
issued
|
Cancellation of
ADSs (e.g., a cancellation of ADSs for delivery of deposited
property, upon a change in the ADS(s)-to-commonshare(s) ratio, or
for any other reason)
|
Up to U.S.
5
¢
per ADS
cancelled
|
Service
|
Fees
|
Distribution of
cash dividends or other cash distributions (e.g., upon a sale of
rights and other entitlements)
|
Up to U.S.
5
¢
per ADS
held
|
Distribution of
ADSs pursuant to (i) stock dividends or other free stock
distributions, or (ii) exercise of rights to purchase additional
ADSs
|
Up to U.S.
5
¢
per ADS
held
|
Distribution of
securities other than ADSs or rights to purchase additional ADSs
(e.g., upon a spin-off)
|
Up to U.S.
5
¢
per ADS
held
|
ADS
Services
|
Up to U.S.
5
¢
per ADS held on the
applicable record date(s) established by the depositary
bank
|
|
●
|
|
taxes (including
applicable interest and penalties) and other governmental
charges;
|
|
●
|
|
the registration
fees as may from time to time be in effect for the registration of
common shares on the share register and applicable to transfers of
common shares to or from the name of the custodian, the depositary
bank or any nominees upon the making of deposits and withdrawals,
respectively;
|
|
●
|
|
certain cable,
telex and facsimile transmission and delivery
expenses;
|
|
●
|
|
the expenses and
charges incurred by the depositary bank in the conversion of
foreign currency;
|
|
●
|
|
the fees and
expenses incurred by the depositary bank in connection with
compliance with exchange control regulations and other regulatory
requirements applicable to common shares, ADSs and ADRs;
and
|
|
●
|
|
the fees and
expenses incurred by the depositary bank, the custodian, or any
nominee in connection with the servicing or delivery of deposited
property.
|
|
2017
|
2016
|
|
(
in thousands of Ps.
)
|
|
Audit
Fees
|
12,964
|
8,731
|
Tax
Fees
|
383
|
486
|
Total
|
13,347
|
9,217
|
Section
|
NYSE corporate governance rule for
U.S. domestic issuers
|
|
Argentine corporate governance rules
|
303A.01
|
A
listed company must have a majority of independent directors.
“
Controlled
companies
”
are not
required to comply with this requirement.
|
|
A
listed company must have at least two independent directors who
form a majority of the Audit Committee.
|
303A.
02
|
No
director qualifies as “independent” unless the board of
directors affirmatively determines that the director has no
material relationship with the listed company (whether directly or
as a partner, shareholder, or officer of an organization that has a
relationship with the company), and emphasizes that the concern is
independence from management. The board is also required, on a case
by case basis, to express an opinion with regard to the
independence or lack of independence, of each individual
director.
|
|
Pursuant
to CNV Rules, a director is not independent if such director
is:
(a) a
member of management or an employee of shareholders who hold
material holdings in the listed company or of other entities in
which these shareholders have material holdings or over which these
shareholders exercise a material influence;
(b)
is
currently an employee or has, in the last three years, been an
employee of the listed company;
(c)
a
person who has a professional relationship or is part of a company
or professional association that maintains professional relations
with, or that receives remunerations or fees (other than
directors
’
fees) from,
the listed company or from shareholders that have material holdings
in the listed company, or with a company in which such shareholders
have material holdings or exercise a material
influence;
(d)
a
person who has material holdings in the listed company or in an
entity that has material holdings in, or exercises a material
influence over, the listed company;
(e)
a
person who directly or indirectly provides goods or services to the
listed company or to shareholders that have material holdings in or
exercise a material influence over the listed company and receives
compensation for such services that is substantially higher than
that received as director of the listed company;
(f)
the
member is married or is a family member to an individual who would
not qualify as independent.
(g) the
member is the director, CEO, administrator or principal executive
from a non-profit organization which had received funds for amounts
exceeding those established by Resolution No. 30/2011
of
the UIF (currently equivalent to Ps.300,000), coming from the
company, or a parent company;
(h) a
person who receive any payments from the company or group companies
other than fees as a director or dividends as shareholder;
or
(i) a
member of the administrative or supervisory committee and/or hold a
significant participation (directly or indirectly) with respect to
one or more companies that are registered as Agente de
Negociación, Agente de Liquidación y Compensación
y/o Agente de Corretaje de Valores Negociables.
It is
necessary to comply with the conditions of independence for at
least three years before the designation as a
director.
The
independent directors will cease to be independent after 10 years
of holding its position of directors, and will be restored with its
status of independent three years after leaving
office.
“Material
holdings” are shareholdings, either directly or indirectly,
that represent at least 5% of the capital stock of the relevant
entity, or a smaller percentage when the person has the right to
elect one or more directors per class of shares or by having
entered into agreements with other shareholders relating to the
governance and the management of the relevant entity or of its
controlling shareholders.
|
303A.03
|
The non-management
directors of a listed company must meet at regularly scheduled
executive sessions without management.
|
|
Neither Argentine
law nor our bylaws require the holding of such meetings and we do
not hold non-management directors meetings.
The Argentine
Corporate Law provides, however, that the board shall meet at least
once every three months, and according to our bylaws, whenever the
chairman considers necessary to convene for a meeting.
|
303A.04
|
A listed company
must have a nominating/corporate governance committee composed
entirely of independent directors, with a written charter that
covers certain minimum specified duties.
“
Controlled companies
”
are not required to comply with
this requirement.
|
|
Neither Argentine
law nor our bylaws require the establishment of a
nominating/corporate governance committee. We do not have a
nominating/corporate governance committee.
Directors are
nominated and appointed by the shareholders.
|
303A.05
|
A listed company
must have a compensation committee composed entirely of independent
directors, with a written charter that covers certain minimum
specified duties.
“
Controlled companies
”
are not required to comply with
this requirement.
|
|
Neither Argentine
law nor our bylaws require the establishment of a compensation
committee. We do not have a compensation committee.
The compensation of
our directors is determined at the annual ordinary
shareholders
’
meeting.
Additionally, the audit committee must issue an opinion regarding
the reasonableness and adequacy of such compensation.
|
303A.06*
|
A listed company
must have an audit committee with a minimum of three independent
directors who satisfy the independence requirements of Rule 10A-3,
with a written charter that covers certain minimum specified
duties.
|
|
Argentine law
requires the audit committee be composed of three or more members
from the board of directors (with a majority of independent
directors), all of whom must be well-versed in business, financial
or accounting matters. In addition, we are required to satisfy the
audit committee requirements of Rule 10A-3.
The
responsibilities of an audit committee, as provided in Law No.
26,831 and the CNV standards, are essentially the same as those
provided for under Rule 10A-3, including, but not limited to, the
following:
(a)
advise on the board of
directors
’
proposal for
the designation of external independent accountants and to ensure
their independence;
(b)
oversee our internal
control mechanisms and administrative and accounting procedures and
assess the reliability of all financial and other relevant
information filed with the CNV and other entities to which we
report;
(c)
oversee our
information policies concerning risk management;
(d)
provide the market
with complete information on transactions in which there may be a
conflict of interest with members of our various corporate bodies
or controlling shareholders;
(e)
advise on the
reasonableness of fees or stock option plans for our directors and
managers proposed by the board of directors;
(f) advise
on our fulfillment of legal requirements and the reasonableness of
the terms of the issuance of shares or other instruments that are
convertible into shares in cases of capital increase in which
pre-emptive rights are excluded or limited;
(g) verify
the fulfillment of any applicable rules of conduct;
and
(h) issue
grounded opinions on related-party transactions under certain
circumstances and file such opinions with regulatory agencies as
required by the CNV in the case of possible conflicts of
interest.
|
303A.08
|
Shareholders must
be given the opportunity to vote on all equity-compensation plans
and material revisions thereto, with limited exemptions set forth
in the NYSE rules.
|
|
The basic terms for
any equity-based compensation plan should be considered by the
general shareholders
’
meeting, notwithstanding its power to delegate any decision to the
board of directors. We do not currently offer equity-based
compensation to our directors, executive officers or employees, and
have no policy on this matter.
|
303A.09
|
A listed company
must adopt and disclose corporate governance guidelines that cover
certain minimum specified subjects.
|
|
Neither Argentine
law nor our bylaws require the adoption or disclosure of corporate
governance guidelines. The CNV Rules contain a recommended Code of
Corporate Governance for listed companies and the board of
directors must include on its annual report, the degree of
compliance of such code. We have adopted, as of May 26, 2011, a
corporate governance manual.
|
303A.10
|
A listed company
must adopt and disclose a code of business conduct and ethics for
directors, officers and employees, and promptly disclose any
waivers of the code for directors or executive
officers.
|
|
Neither Argentine
law nor our bylaws require the adoption or disclosure of a code of
business conduct. We, however, have adopted a code of business
conduct and ethics that applies to all of our
employees.
|
303A.12
|
a) Each listed
company CEO must certify to the NYSE each year that he or she is
not aware of any violation by the company of NYSE corporate
governance listing standards.
b)* Each listed
company CEO must promptly notify the NYSE in writing after any
executive officer of the listed company becomes aware of any
non-compliance with any applicable provisions of this Section
303A.
c)* Each listed
company must submit an executed Written Affirmation annually to the
NYSE. In addition, each listed company must submit an interim
Written Affirmation as and when required by the interim Written
Affirmation form specified by the NYSE.
|
|
The CNV Rules
provide that each year the board of directors shall include in the
annual report included in the financial statement, a report on the
degree of compliance with the code of corporate governance for
listed companies included in the CNV Rules. In such report, which
shall be submitted to the CNV and published for the general public,
the board of directors must: (i) inform if it fully complies with
the guidelines and recommendations of the aforementioned code of
corporate governance; or (ii) explain the reasons for which it
complies only partially or it does not comply with such principles
and recommendations, and indicate if the company intends to
incorporate the principles and guidelines it failed to adopt. To
such end, the company must (a) adopt the principles as general
corporate governance guidelines and the recommendations as a
framework to adopt the principles within the company; (b) notify
compliance with each of the recommendations included in the
Corporate Governance Manual; (c) in case of compliance include the
required information in accordance with CNV Rules; and (d) in case
of partial or non-compliance, justify such event and indicate the
action plan for future years, or an indication of the reasons for
which the board of directors does not consider appropriate or
applicable to follow the recommendations and guidelines provided in
the CNV Rules.
|
*We are required to
comply with these rules under the NYSE Listed Company
Manual
* We are required
to conform the structure of the Board of Directors to the changes
introduced by CNV Resolution No. 730/2018 by the first shareholders
meeting held after December 31, 2018.
|
|
Exhibit
Number
|
|
Description
|
|
|
English translation
of bylaws of Central Puerto S.A. (incorporated by reference to
Exhibit 3.1 of our registration statement on Form F-1 (File No.
333-222402), as amended, filed with the Commission on January 3,
2018).
|
|
|
Form of deposit
agreement among Central Puerto S.A., Citibank, N.A. and the holders
and beneficial owners of ADSs issued thereunder (incorporated by
reference to our registration statement on Form F-6 (File No.
333-222584) filed with the Commission on January 17,
2018).
|
|
|
English translation
of the Shareholders Agreement of CP Renovables S.A., dated as of
January 18, 2017, among Central Puerto S.A. and Guillermo Pablo
Reca (incorporated by reference to Exhibit 10.1 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
|
|
Guarantee and
Sponsor Support Agreement, dated as of December 22, 2017, among CP
La Castellana S.A.U., as Borrower, CP Renovables S.A., as Sponsor
and Shareholder, Central Puerto S.A., as Sponsor Guarantor and
Shareholder, the Inter-American Investment Corporation, the
Inter-American Investment Corporation, acting as agent for the
Inter-American Development Bank, the Inter-American Investment
Corporation, in its capacity as administrator of the Canadian
Climate Fund for the Private Sector of the Americas, the
International Finance Corporation, as Senior Lenders, The Eligible
Hedge Providers Listed Therein, and Citibank, N.A., as Offshore
Collateral Agent (incorporated by reference to Exhibit 10.2 of our
registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
Common Terms
Agreement (the “Common Terms Agreement”), dated as of
October 20, 2017, among CP La Castellana S.A.U., the Inter-American
Investment Corporation, the Inter-American Investment Corporation,
acting as agent for the Inter-American Development Bank, the
Inter-American Investment Corporation, as agent of the
Inter-American Development Bank, in its capacity as administrator
of the Canadian Climate Fund for the Private Sector of the
Americas, and the International Finance Corporation (incorporated
by reference to Exhibit 10.3 of our registration statement on Form
F-1 (File No. 333-222402), as amended, filed with the Commission on
January 3, 2018).
|
|
|
Amendment and
Waiver to the Common Terms Agreement, dated as of December 22, 2017
(incorporated by reference to Exhibit 10.4 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
|
|
Loan Agreement,
dated as of October 20, 2017, among CP La Castellana S.A.U., the
Inter-American Investment Corporation, the Inter-American
Investment Corporation, acting as agent for the Inter-American
Development Bank, and the Inter-American Investment Corporation, as
agent of the Inter-American Development Bank, in its capacity as
administrator of the Canadian Climate Fund for the Private Sector
of the Americas (incorporated by reference to Exhibit 10.5 of our
registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
Loan Agreement,
dated as of October 20, 2017, among CP La Castellana S.A.U. and the
International Finance Corporation (incorporated by reference to
Exhibit 10.6 of our registration statement on Form F-1 (File No.
333-222402), as amended, filed with the Commission on January 3,
2018).
|
|
|
English translation
of Agreement for Project Management and Operation, Increase of
Thermal Generation Availability and Adaptation of Remuneration for
Generation 2008-2011, dated as of November 25, 2010, among the
Secretary of Energy of the Ministry of Federal Planification,
Public Investment and Services, and the generators named therein
(the “FONINVEMEM Arrangement for CVOSA”) (incorporated
by reference to Exhibit 10.7 of our registration statement on Form
F-1 (File No. 333-222402), as amended, filed with the Commission on
January 3, 2018).
|
|
|
English translation
of Addendum No. 1 to the Agreement for Project Management and
Operation, Increase of Thermal Generation Availability and
Adaptation of Remuneration for Generation 2008-2011, dated as of
April 12, 2011, among the Secretary of Energy of the Ministry of
Federal Planification, Public Investment and Services, and the
generators named therein (incorporated by reference to Exhibit 10.8
of our registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
English translation
of Addendum No. 2 to the Agreement for Project Management and
Operation, Increase of Thermal Generation Availability and
Adaptation of Remuneration for Generation 2008-2011, dated as of
June 25, 2012, among the Secretary of Energy of the Ministry of
Federal Planification, Public Investment and Services, and the
generators named therein (incorporated by reference to Exhibit 10.9
of our registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
English translation
of Final Agreement for the Management and Operation of Projects for
the Reconversion of the MEM Under the Scope of Resolution 1427/2004
Issued by the Secretariat of Energy, as dated October 17, 2005,
among the Argentine Secretary of Energy and the generators named
therein (the “FONINVEMEM Arrangement for TJSM and TMB”)
(incorporated by reference to Exhibit 10.10 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
|
|
English
translation of the Offer to Transfer the La Plata Steam and
Electric Power Cogeneration Plant, dated as of December 15, 2017,
from Central Puerto S.A. to YPF Energía Eléctrica S.A.
(incorporated by reference to Exhibit 10.11 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
|
|
Common Terms
Agreement, dated as of January 17, 2018, among CP Achiras S.A.U.,
the Inter-American Investment Corporation, the Inter-American
Investment Corporation, acting as agent for the Inter-American
Development Bank, the Inter-American Investment Corporation, as
agent of the Inter-American Development Bank, in its capacity as
administrator of the Canadian Climate Fund for the Private Sector
of the Americas, and the International Finance Corporation
(incorporated by reference to Exhibit 10.12 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
|
|
Loan Agreement,
dated as of January 17, 2018, among CP Achiras S.A.U., the
Inter-American Investment Corporation, the Inter-American
Investment Corporation, acting as agent for the Inter-American
Development Bank, and the Inter-American Investment Corporation, as
agent of the Inter-American Development Bank, in its capacity as
administrator of the Canadian Climate Fund for the Private Sector
of the Americas (incorporated by reference to Exhibit 10.13 of our
registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
Loan Agreement,
dated as of January 17, 2018, among CP Achiras S.A.U. and the
International Finance Corporation (incorporated by reference to
Exhibit 10.14 of our registration statement on Form F-1 (File No.
333-222402), as amended, filed with the Commission on January 3,
2018).
|
|
|
Guarantee and
Sponsor Support Agreement, dated as of February 22, 2018, among CP
Achiras S.A.U., as Borrower, CP Renovables S.A., as Sponsor and
Shareholder, Central Puerto S.A., as Sponsor Guarantor and
Shareholder, the Inter-American Investment Corporation, the
Inter-American Investment Corporation, acting as agent for the
Inter-American Development Bank, the Inter-American Investment
Corporation, in its capacity as administrator of the Canadian
Climate Fund for the Private Sector of the Americas, the
International Finance Corporation, as Senior Lenders, and Citibank,
N.A., as Offshore Collateral Agent.
|
|
|
Wind Farm Omnibus
Amendment and Agreement, dated March 16, 2018, among CP Achiras
S.A.U., the Inter-American Investment Corporation, the
Inter-American Investment Corporation, acting as agent for the
Inter-American Development Bank, the Inter-American Investment
Corporation, as agent of the Inter-American Development Bank, in
its capacity as administrator of the Canadian Climate Fund for the
Private Sector of the Americas, and the International Finance
Corporation.
|
|
|
List of
subsidiaries of Central Puerto S.A. as of the date of this annual
report.
|
|
|
Code of Ethics of
Central Puerto S.A., as amended.
|
|
|
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 and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
Consent of G&G
Energy Consultants (incorporated by reference to Exhibit 23.4 of
our registration statement on Form F-1 (File No. 333-222402), as
amended, filed with the Commission on January 3,
2018).
|
|
|
Consent of Vaisala,
Inc. (incorporated by reference to Exhibit 23.5 of our registration
statement on Form F-1 (File No. 333-222402), as amended, filed with
the Commission on January 3, 2018).
|
101*
|
|
XBRL Instance
Document and related items.
|
|
CENTRAL PUERTO
S.A.
|
|
|
|
|
|
|
|
By:
|
/S/
Fernando Roberto
Bonnet
|
|
|
|
Name: Fernando
Roberto Bonnet
|
|
|
|
Title:
Chief Financial Officer
|
|
|
Page
|
Audited
Consolidated Financial Statements of Central Puerto
S.A.
|
|
Report of the
Independent Registered Public Accounting Firm
|
F-
1
|
Consolidated
Statement of Income for the years ended December 31, 2017, 2016 and
2015
|
F-
2
|
Consolidated
Statement of Comprehensive Income for the years ended December 31,
2017 and 2016 2015
|
F-
3
|
Consolidated
Statement of Financial Position as of December 31, 2017, 2016 and
2015
|
F-
4
|
Consolidated
Statement of Changes in Equity for the years ended December 31,
2017, 2016 and 2015
|
F-
5
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2017, 2016
and 2015
|
F-
6
|
Notes to the
Consolidated Financial Statements
|
F-
7
|
|
|
For
the years ended December 31,
|
||
|
Notes
|
2017
|
2016
|
2015
|
|
|
ARS
000
|
ARS
000
|
ARS
000
|
Continuing operations
|
|
|
|
|
Revenues
|
5
|
5,956,596
|
3,562,721
|
2,654,180
|
Cost
of sales
|
6.1
|
(2,742,147
)
|
(2,069,752
)
|
(1,397,365
)
|
Gross income
|
|
3,214,449
|
1,492,969
|
1,256,815
|
|
|
|
|
|
Administrative
and selling expenses
|
6.2
|
(651,168
)
|
(445,412
)
|
(371,485
)
|
Other
operating income
|
7.1
|
640,480
|
1,137,736
|
735,517
|
Other
operating expenses
|
7.2
|
(92,497
)
|
(84,845
)
|
(52,702
)
|
Operating income
|
|
3,111,264
|
2,100,448
|
1,568,145
|
|
|
|
|
|
Finance
income
|
7.3
|
932,227
|
420,988
|
362,363
|
Finance
expenses
|
7.4
|
(697,638
)
|
(620,448
)
|
(138,308
)
|
Share
of the profit of associates
|
3
|
715,001
|
147,513
|
43,390
|
Income before income tax from continuing operations
|
|
4,060,854
|
2,048,501
|
1,835,590
|
|
|
|
|
|
Income
tax for the year
|
9
|
(1,051,896
)
|
(717,639
)
|
(625,451
)
|
Net income for the year from continuing operations
|
|
3,008,958
|
1,330,862
|
1,210,139
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
Income
after tax for the year from discontinued operations
|
21
|
485,041
|
437,974
|
131,859
|
Net income for the year
|
|
3,493,999
|
1,768,836
|
1,341,998
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
-
Equity
holders of the parent
|
|
3,507,795
|
1,768,843
|
1,341,998
|
-
Non-controlling
interests
|
|
(13,796
)
|
(7
)
|
-
|
|
|
3,493,999
|
1,768,836
|
1,341,998
|
|
|
|
|
|
Basic
and diluted earnings per share (ARS)
|
10
|
2.33
|
1.17
|
0.89
|
|
|
|
|
|
Basic
and diluted earnings per share from continuing operations
(ARS)
|
10
|
2.01
|
0.88
|
0.80
|
|
|
12-31-2017
|
12-31-2016
|
|
Notes
|
ARS 000
|
ARS 000
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property,
plant and equipment
|
12
|
7,431,728
|
2,811,539
|
Intangible
assets
|
13
|
187,833
|
236,530
|
Investment
in associates
|
3
|
985,646
|
307,012
|
Trade
and other receivables
|
14.1
|
2,602,213
|
3,553,129
|
Other
non-financial assets
|
15.1
|
12,721
|
1,466,547
|
Inventories
|
11
|
48,203
|
30,830
|
|
|
11,268,344
|
8,405,587
|
Current assets
|
|
|
|
Inventories
|
11
|
110,290
|
137,965
|
Other
non-financial assets
|
15.1
|
470,895
|
137,110
|
Trade
and other receivables
|
14.1
|
3,887,065
|
2,215,535
|
Other
financial assets
|
14.8
|
1,110,728
|
1,796,756
|
Cash
and cash equivalents
|
16
|
88,633
|
30,008
|
|
|
5,667,611
|
4,317,374
|
Assets
held for sale
|
21
|
143,014
|
-
|
|
|
5,810,625
|
4,317,374
|
Total assets
|
|
17,078,969
|
12,722,961
|
|
|
|
|
Equity and liabilities
|
|
|
|
Equity
|
|
|
|
Capital
stock
|
|
1,514,022
|
1,514,022
|
Adjustment
to capital stock
|
|
664,988
|
664,988
|
Merger
premium
|
|
376,571
|
376,571
|
Legal
and other reserves
|
|
519,189
|
431,007
|
Voluntary
reserve
|
|
450,865
|
68,913
|
Retained
earnings
|
|
3,503,046
|
1,757,051
|
Accumulated
other comprehensive income
|
|
43,284
|
334,747
|
Equity attributable to holders of the parent
|
|
7,071,965
|
5,147,299
|
Non-controlling
interests
|
|
289,035
|
6,717
|
Total equity
|
|
7,361,000
|
5,154,016
|
|
|
|
|
Non-current liabilities
|
|
|
|
Other
non-financial liabilities
|
15.2
|
468,695
|
635,162
|
Other
loans and borrowings
|
14.3
|
1,478,729
|
-
|
Borrowings
from CAMMESA
|
14.4
|
1,055,558
|
1,284,783
|
Compensation
and employee benefits liabilities
|
15.3
|
113,097
|
87,705
|
Deferred
income tax liabilities
|
9
|
703,744
|
1,136,481
|
Provisions
|
18
|
-
|
125,201
|
|
|
3,819,823
|
3,269,332
|
Current liabilities
|
|
|
|
Trade
and other payables
|
14.2
|
1,017,306
|
655,598
|
Other
non-financial liabilities
|
15.2
|
659,668
|
476,785
|
Borrowings
from CAMMESA
|
14.4
|
1,753,038
|
1,047,722
|
Other
loans and borrowings
|
14.3
|
505,604
|
1,293,178
|
Compensation
and employee benefits liabilities
|
15.3
|
323,078
|
205,923
|
Income
tax payable
|
|
1,096,817
|
278,922
|
Provisions
|
18
|
413,474
|
341,485
|
|
|
5,768,985
|
4,299,613
|
Liabilities
directly associated with the assets held for sale
|
21
|
129,161
|
-
|
|
|
5,898,146
|
4,299,613
|
Total liabilities
|
|
9,717,969
|
7,568,945
|
Total equity and liabilities
|
|
17,078,969
|
12,722,961
|
|
For the years ended December 31,
|
||
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Operating activities
|
|
|
|
Income
for the year before income tax from continuing
operations
|
4,060,854
|
2,048,501
|
1,835,590
|
Income
for the year before income tax from discontinued
operations
|
749,198
|
673,807
|
202,860
|
Income
for the year before income tax
|
4,810,052
|
2,722,308
|
2,038,450
|
|
|
|
|
Adjustments to reconcile income for the year before income tax to
net cash flows:
|
|
|
|
Depreciation
of property, plant and equipment
|
278,679
|
201,865
|
157,189
|
Loss
(gain) on replacement/disposal of property, plant and
equipment
|
559
|
2,570
|
(8,435
)
|
Amortization
of intangible assets
|
48,697
|
40,161
|
37,271
|
Discount
of accounts receivable and payable, net
|
(51,838
)
|
(718,114
)
|
(118,560
)
|
Interest
earned from customers
|
(270,715
)
|
(108,423
)
|
(41,965
)
|
Finance
income
|
(932,227
)
|
(420,988
)
|
(362,363
)
|
Finance
expenses
|
697,977
|
634,903
|
160,186
|
Share
of the profit of associates
|
(715,001
)
|
(147,513
)
|
(43,390
)
|
Share-based
payments
|
2,942
|
-
|
-
|
Movements
in provisions, impairment of material and spare parts and long-term
employee benefit plan expense
|
125,770
|
102,982
|
97,220
|
|
|
|
|
Working capital adjustments:
|
|
|
|
Increase
in trade and other receivables
|
(1,057,029
)
|
(966,677
)
|
(882,760
)
|
Decrease
(Increase) in other non-financial assets and
inventories
|
(376,674
)
|
822,394
|
(48,554
)
|
Increase
in trade and other payables, other non-financial liabilities and
liabilities from employee benefits
|
477,218
|
600,784
|
422,538
|
|
3,038,410
|
2,766,252
|
1,406,827
|
Interest
received from customers
|
76,198
|
70,234
|
31,592
|
Income
tax and minimum presumed income tax paid
|
(725,625
)
|
(747,879
)
|
(165,432
)
|
Net cash flows provided by operating activities
|
2,388,983
|
2,088,607
|
1,272,987
|
|
|
|
|
Investing activities
|
|
|
|
Purchase
of property, plant and equipment
|
(3,483,521
)
|
(1,070,201
)
|
(664,166
)
|
Upfront
payments of property, plant and equipment purchases
|
-
|
(1,118,158
)
|
(479,677
)
|
Dividends
received
|
36,372
|
25,798
|
60,616
|
Interest
received from financial assets
|
-
|
4,088
|
31,529
|
Sale
(Purchase) of available-for-sale financial assets, net
|
1,129,860
|
207,670
|
(290,240
)
|
(Purchase)
Sale of investments in associates
|
(6
)
|
25,053
|
-
|
Net cash flows used in investing activities
|
(2,317,295
)
|
(1,925,750
)
|
(1,341,938
)
|
|
|
|
|
Financing activities
|
|
|
|
Movement
in short term borrowings
|
(312,210
)
|
106,759
|
158,289
|
Bank
loans received
|
1,871,894
|
868,789
|
-
|
Repayments
of bank loans
|
(994,966
)
|
-
|
-
|
Borrowings
received from CAMMESA
|
403,427
|
784,245
|
733,906
|
Repayment
of 9% Corporate bonds - Class I 2007
|
-
|
(743,087
)
|
(288,182
)
|
Interest
paid
|
(42,758
)
|
(64,157
)
|
(88,722
)
|
Dividends
paid
|
(1,279,393
)
|
(1,392,282
)
|
(339,725
)
|
Contributions
from non-controlling interests
|
295,412
|
6,724
|
-
|
Net cash flows (used in) provided by financing
activities
|
(58,594
)
|
(433,009
)
|
175,566
|
|
|
|
|
Increase (Decrease) in cash and cash equivalents
|
13,094
|
(270,152
)
|
106,615
|
Exchange
difference and other financial results
|
45,531
|
7,671
|
5,697
|
Cash
and cash equivalents as of January 1
|
30,008
|
292,489
|
180,177
|
Cash and cash equivalents as of December 31
|
88,633
|
30,008
|
292,489
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Termoeléctrica
José de San Martin S.A.
|
22,218
|
15,897
|
11,958
|
Termoeléctrica
Manuel Belgrano S.A.
|
23,557
|
20,953
|
14,494
|
Inversora
de Gas Cuyana S.A.
|
135,197
|
33,868
|
8,083
|
Inversora
de Gas Centro S.A.
|
153,073
|
40,726
|
10,539
|
Distribuidora
de Gas del Centro S.A.
|
134,252
|
28,582
|
5,444
|
Transportadora
de Gas del Mercosur S.A.
|
247,667
|
-
|
-
|
Others
|
(963
)
|
7,487
|
(7,128
)
|
|
715,001
|
147,513
|
43,390
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
assets
|
140,389
|
118,198
|
Non-current
assets
|
7,679
|
8,282
|
Current
liabilities
|
(58,631
)
|
(58,467
)
|
Non-current
liabilities
|
(6,291
)
|
(4,609
)
|
Net assets
|
83,146
|
63,404
|
Carrying amount of the investment
|
25,671
|
19,576
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
assets
|
142,969
|
128,127
|
Non-current
assets
|
3,644
|
2,398
|
Current
liabilities
|
(49,005
)
|
(45,791
)
|
Non-current
liabilities
|
(4,725
)
|
(3,186
)
|
Net assets
|
92,883
|
81,548
|
Carrying amount of the investment
|
28,744
|
25,236
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
assets
|
2,113,190
|
1,450,839
|
Non-current
assets
|
911,271
|
1,300,375
|
Current
liabilities
|
(1,692,212
)
|
(2,151,646
)
|
Non-current
liabilities
|
(131,662
)
|
(168,178
)
|
Net assets
|
1,200,587
|
431,390
|
Less: non-controlling interests
|
(622,780
)
|
(200,686
)
|
|
577,807
|
230,704
|
Carrying amount of the investment
|
254,813
|
101,740
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Associate’s income
|
332,931
|
70,744
|
9,388
|
Net income for the year
|
347,104
|
92,349
|
21,508
|
Share in net income of associate
|
153,073
|
40,726
|
10,539
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
assets
|
1,632,747
|
1,375,072
|
Non-current
assets
|
873,411
|
1,256,813
|
Current
liabilities
|
(1,193,139
)
|
(2,096,622
)
|
Non-current
liabilities
|
(124,752
)
|
(127,530
)
|
Net assets
|
1,188,267
|
407,733
|
Carrying amount of the investment
|
204,382
|
70,130
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
assets
|
1,297,922
|
1,094,417
|
Non-current
assets
|
719,515
|
995,997
|
Current
liabilities
|
(884,304
)
|
(1,533,812
)
|
Non-current
liabilities
|
(35,643
)
|
(44,982
)
|
Net assets
|
1,097,490
|
511,620
|
Less: non-controlling interests
|
(604,564
)
|
(325,265
)
|
|
492,926
|
186,355
|
Carrying amount of the investment
|
217,380
|
82,183
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Electric
power sold on the Spot market (Resolution 19 and 95/2013, as
amended)
|
5,175,825
|
3,114,552
|
2,317,042
|
Electric
power sold on the Spot market (prior to Resolution
95/2013)
|
472,447
|
231,192
|
189,487
|
Sales
under contracts
|
167,124
|
107,873
|
96,082
|
Steam
sales
|
141,200
|
108,308
|
8,238
|
Rendering
of services
|
-
|
796
|
-
|
|
5,956,596
|
3,562,721
|
2,654,180
|
|
2017
|
2016
|
2015
|
|
ARS
000
|
ARS
000
|
ARS
000
|
Inventories
at beginning of each year
|
147,670
(1)
|
94,179
(1)
|
78,173
|
|
|
|
|
Purchases
and operating expenses for each year:
|
|
|
|
Purchases
|
512,570
|
336,190
|
152,883
|
Operating
expenses (note 6.2)
|
2,240,400
|
1,787,053
|
1,260,488
|
|
2,752,970
|
2,123,243
|
1,413,371
|
|
|
|
|
Inventories
at the end of each year
|
(158,493
)
|
(147,670
)
(1)
|
(94,179
)
(1)
|
|
2,742,147
|
2,069,752
|
1,397,365
|
|
2017
|
2016
|
2015
|
|||
Accounts
|
Operating expenses
|
Administrative and selling expenses
|
Operating expenses
|
Administrative and selling expenses
|
Operating expenses
|
Administrative and selling expenses
|
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
|
|
|
|
|
|
|
Compensation
to employees
|
878,089
|
327,983
|
688,891
|
219,629
|
496,273
|
191,172
|
Other
long-term employee benefits
|
26,270
|
4,211
|
22,859
|
4,039
|
20,828
|
3,680
|
Depreciation
of property, plant and equipment
|
277,445
|
111
|
200,703
|
-
|
156,559
|
-
|
Amortization
of intangible assets
|
31,114
|
-
|
31,134
|
-
|
26,816
|
-
|
Purchase
of energy and power
|
78,781
|
-
|
22,797
|
-
|
36,124
|
-
|
Fees
and compensation for services
|
194,120
|
168,624
|
147,529
|
66,014
|
89,578
|
45,629
|
Maintenance
expenses
|
363,199
|
25,178
|
352,914
|
41,547
|
197,581
|
38,883
|
Consumption
of materials and spare parts
|
112,956
|
-
|
140,329
|
-
|
78,725
|
-
|
Insurance
|
139,473
|
1,794
|
124,956
|
550
|
67,009
|
256
|
Levies
and royalties
|
133,212
|
-
|
50,759
|
-
|
89,151
|
-
|
Taxes
and assessments
|
3,664
|
29,399
|
2,755
|
24,270
|
464
|
29,529
|
Tax
on bank account transactions
|
-
|
84,232
|
-
|
77,954
|
-
|
55,084
|
Corporate
expenses
|
-
|
-
|
-
|
4,685
|
-
|
-
|
Others
|
2,077
|
9,636
|
1,427
|
6,724
|
1,380
|
7,252
|
Total
|
2,240,400
|
651,168
|
1,787,053
|
445,412
|
1,260,488
|
371,485
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Interest
earned from customers
|
270,715
|
108,423
|
41,607
|
Receivables
and payables foreign exchange difference
|
76,475
|
137,359
|
336,641
|
Discount of trade and other receivables and
payables, net
(1)
|
51,838
|
718,114
|
118,560
|
Recovery
of insurance
|
237,577
|
155,013
|
145,569
|
Recovery
of turnover tax
|
-
|
-
|
77,833
|
Others
|
3,875
|
18,827
|
15,307
|
|
640,480
|
1,137,736
|
735,517
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Charge
related to the provision for lawsuits and claims
|
(69,197
)
|
(86,644
)
|
(52,702
)
|
Impairment
of material and spare parts
|
(23,300
)
|
-
|
-
|
Others
|
-
|
1,799
|
-
|
|
(92,497
)
|
(84,845
)
|
(52,702
)
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Interest
earned
|
148,485
|
51,774
|
31,871
|
Net
income on financial assets at fair value through profit or
loss
|
75,525
|
46,827
|
30,091
|
Foreign
exchange differences
|
45,531
|
94,920
|
233,301
|
Net income on disposal of available-for-sale
financial assets
(1)
|
662,686
|
227,467
|
67,100
|
|
932,227
|
420,988
|
362,363
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Interest
on loans and borrowings
|
(626,981
)
|
(529,999
)
|
(253,316
)
|
Net
foreign exchange differences
|
(64,983
)
|
(75,471
)
|
124,577
|
Others
|
(5,674
)
|
(14,978
)
|
(9,569
)
|
|
(697,638
)
|
(620,448
)
|
(138,308
)
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Available-for-sale financial assets
|
|
|
|
Gains
for the year
|
272,239
|
554,330
|
274,165
|
Reclassification
adjustments to income
|
(715,103
)
|
(227,467
)
|
(67,100
)
|
|
(442,864
)
|
326,863
|
207,065
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Income tax for the year related to items charged or credited
directly to other comprehensive income
|
|
|
|
Deferred
income tax income (expense)
|
154,268
|
(107,194
)
|
(71,573
)
|
Income tax credited (charged) to other comprehensive
income
|
154,268
|
(107,194
)
|
(71,573
)
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Income
before income tax from continued operations
|
4,060,854
|
2,048,501
|
1,835,590
|
Income
before income tax from discontinued operations
|
749,198
|
673,807
|
202,860
|
Income before income tax
|
4,810,052
|
2,722,308
|
2,038,450
|
|
|
|
|
At
statutory income tax rate of 35%
|
(1,683,518
)
|
(952,808
)
|
(713,458
)
|
Share
of the profit of associates
|
101,409
|
12,767
|
15,187
|
Adjustment
related to current income tax for the prior year
|
32,561
|
938
|
2,845
|
Effect related to statutory income tax rate
change
(1)
|
220,956
|
-
|
-
|
Others
|
12,539
|
(14,369
)
|
(1,026
)
|
|
(1,316,053
)
|
(953,472
)
|
(696,452
)
|
Income
tax attributable to continuing operations
|
(1,051,896
)
|
(717,639
)
|
(625,451
)
|
Income
tax attributable to discontinuing operations
|
(264,157
)
|
(235,833
)
|
(71,001
)
|
|
(1,316,053
)
|
(953,472
)
|
(696,452
)
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Amount at beginning of year
|
(1,136,481
)
|
(770,737
)
|
Deferred
income tax recognized in profit or loss and in other comprehensive
income during the year - continuing operations
|
420,351
|
(335,850
)
|
Discontinued
operations
|
(467
)
|
-
|
Reclassification
related to current income tax for the prior year
|
19,135
|
(29,894
)
|
Amount at end of year
|
(697,462
)
|
(1,136,481
)
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Income
attributable to equity holders of the parent from discontinued
operations
|
485,041
|
437,974
|
131,859
|
|
Concession right
|
Other
|
Total
|
Cost
|
ARS 000
|
ARS 000
|
ARS 000
|
12-31-2016
|
724,883
|
98,222
|
823,105
|
12-31-2017
|
724,883
|
98,222
|
823,105
|
|
|
|
|
Amortization
|
|
|
|
|
|
|
|
01-01-2016
|
475,970
|
70,444
|
546,414
|
Amortization
of the year
|
31,114
|
9,047
|
40,161
|
12-31-2016
|
507,084
|
79,491
|
586,575
|
Amortization
for the year
|
31,114
|
17,583
|
48,697
|
12-31-2017
|
538,198
|
97,074
|
635,272
|
|
|
|
|
Net book value
|
|
|
|
12-31-2017
|
|
|
|
12-31-2016
|
186,685
|
1,148
|
187,833
|
|
217,799
|
18,731
|
236,530
|
|
12-31-2017
|
12-31-2016
|
Non-current:
|
|
|
Trade
receivables - CAMMESA
|
2,591,913
|
3,544,354
|
Upfront
payments of associates acquisition
|
43
|
43
|
Receivables
from associates
|
10,257
|
8,732
|
|
2,602,213
|
3,553,129
|
|
12-31-2017
|
12-31-2016
|
Current:
|
|
|
Trade
receivables - CAMMESA
|
3,625,863
|
1,807,721
|
Trade
receivables - YPF SA
|
136,696
|
309,837
|
Recovery
of insurance
|
21,292
|
16,646
|
Trade
receivables - Large users
|
41,414
|
25,384
|
Receivables
from associates
|
7,267
|
5,487
|
Receivables
from other related parties
|
-
|
11
|
Other
receivables
|
56,284
|
52,200
|
|
3,888,816
|
2,217,286
|
Allowance
for doubtful accounts - note 14.1.1.
|
(1,751
)
|
(1,751
)
|
|
3,887,065
|
2,215,535
|
|
|
|
Past due
|
||||
|
Total
|
To due
|
<90
days
|
90-180
days
|
180-270
days
|
270-360
days
|
>360
days
|
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
12-31-2017
|
6,489,278
|
6,448,858
|
35,045
|
-
|
1,877
|
-
|
3,498
|
12-31-2016
|
5,768,664
|
5,043,085
|
725,579
|
-
|
-
|
-
|
-
|
|
12-31-2017
|
12-31-2016
|
|||
Item
|
At beginning
|
Increases
|
Recovery
|
At end
|
At end
|
Allowance
for doubtful accounts - Trade and other receivables
|
1,751
|
-
|
-
|
1,751
|
1,751
|
Total
|
1,751
|
-
|
-
|
1,751
|
1,751
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current:
|
|
|
Trade
payables
|
1,006,191
|
652,349
|
Insurance
payable
|
1,936
|
685
|
Payables
to associates
|
9,179
|
2,564
|
|
1,017,306
|
655,598
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Non-current
|
|
|
|
|
|
Borrowings
from Banco de Galicia y Buenos Aires S.A.
|
1,478,729
|
-
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current
|
|
|
|
|
|
Short
term bank loans
|
233
|
294,692
|
Borrowings
from Banco de Galicia y Buenos Aires S.A.
|
505,371
|
998,486
|
|
505,604
|
1,293,178
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Non-current:
|
|
|
CAMMESA
loans
|
1,055,558
|
1,284,783
|
Current:
|
|
|
CAMMESA
loans
|
970,980
|
420,672
|
CAMMESA
prepayments
|
782,058
|
627,050
|
|
1,753,038
|
1,047,722
|
|
To due
|
||||
Total
|
2018
|
2019
|
2020
|
2021
|
2022
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
2,808,596
|
1,753,038
|
535,673
|
295,369
|
221,504
|
3,012
|
|
12-31-2017
|
12-31-2016
|
|
Book value
|
Book value
|
|
ARS
000
|
ARS
000
|
Available-for-sale financial assets at fair value through other
comprehensive income
|
|
|
|
|
|
Mutual
funds
|
150,020
|
1,690,725
|
|
150,020
|
1,690,725
|
Financial assets through profit or loss
|
|
|
|
|
|
Argentina
Central Bank bills
|
404,570
|
-
|
Mutual
funds
|
556,138
|
104,177
|
Corporate
bonds
|
-
|
1,854
|
|
960,708
|
106,031
|
|
1,110,728
|
1,796,756
|
Main key assumptions used
|
2017
|
2016
|
Discount
rate
|
5.50
%
|
6.50
%
|
|
|
|
Increase
in the real annual salary
|
2.00
%
|
2.00
%
|
|
|
|
Turn
over of participants
|
0.73
%
|
0.73
%
|
|
Increase
|
Decrease
|
|
ARS 000
|
ARS 000
|
Effect
on the benefit obligation as of the 2017 year-end
|
(8,816
)
|
10,111
|
Effect
on the benefit obligation as of the 2016 year-end
|
(6,135
)
|
7,114
|
|
Increase
|
Decrease
|
|
ARS 000
|
ARS 000
|
Effect
on the benefit obligation as of the 2017 year-end
|
9,333
|
(8,296
)
|
Effect
on the benefit obligation as of the 2016 year-end
|
6,600
|
(5,788
)
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Current:
|
|
|
Vacation
and statutory bonus
|
119,196
|
88,647
|
Contributions
payable
|
50,113
|
39,204
|
Bonus
accrual
|
144,418
|
73,405
|
Other
|
9,351
|
4,667
|
|
323,078
|
205,923
|
|
12-31-2017
|
12-31-2016
|
|
ARS 000
|
ARS 000
|
Cash
at banks and on hand
|
88,633
|
30,008
|
|
|
Income
|
Expenses
|
Receivables
|
Payables
|
|
|
ARS 000
|
ARS 000
|
ARS 000
|
ARS 000
|
Associates:
|
|
|
|
|
|
Termoeléctrica
José de San Martín S.A.
|
12-31-2017
|
180
|
-
|
19
|
-
|
|
12-31-2016
|
180
|
-
|
19
|
-
|
|
12-31-2015
|
150
|
-
|
19
|
-
|
|
|
|
|
|
|
Distribuidora
de Gas Cuyana S.A.
|
12-31-2017
|
-
|
46,793
|
-
|
7,251
|
|
12-31-2016
|
-
|
23,019
|
-
|
2,564
|
|
12-31-2015
|
-
|
9,858
|
-
|
807
|
|
|
|
|
|
|
Distribuidora
de Gas del Centro S.A.
|
12-31-2017
|
-
|
-
|
-
|
-
|
|
12-31-2016
|
-
|
92
|
-
|
-
|
|
12-31-2015
|
-
|
2,923
|
-
|
3,624
|
|
|
|
|
|
|
Energía
Sudamericana S.A.
|
12-31-2017
|
-
|
-
|
260
|
1,928
|
|
12-31-2016
|
257
|
-
|
260
|
-
|
|
12-31-2015
|
388
|
-
|
16,907
|
-
|
|
|
|
|
|
|
Transportadora
de Gas del Mercosur S.A.
|
12-31-2017
|
3,270
|
-
|
17,245
|
-
|
|
12-31-2016
|
3,105
|
-
|
13,940
|
-
|
|
12-31-2015
|
-
|
-
|
10,799
|
-
|
|
|
|
|
|
|
Related companies:
|
|
|
|
|
|
RMPE
Asociados S.A.
|
12-31-2017
|
137
|
96,352
|
-
|
-
|
|
12-31-2016
|
145
|
65,076
|
11
|
-
|
|
12-31-2015
|
130
|
24,161
|
11
|
-
|
Total
|
12-31-2017
|
3,587
|
143,145
|
17,524
|
9,179
|
|
12-31-2016
|
3,687
|
88,187
|
14,230
|
2,564
|
|
12-31-2015
|
668
|
36,942
|
27,736
|
4,431
|
Increase in basic points
|
Effect on income before income tax (Loss)
|
|
ARS 000
|
500
|
(167,112
)
|
Change in
USD rate
|
Effect on income before income tax (Loss)
|
|
ARS 000
|
10
%
|
(93,729
)
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Revenues
|
2,196,746
|
1,757,692
|
580,595
|
Cost
of sales
|
(1,427,906
)
|
(1,081,979
)
|
(352,844
)
|
Gross income
|
768,840
|
675,713
|
227,751
|
|
|
|
|
Administrative
and selling expenses
|
(8,566
)
|
(15,221
)
|
(7,924
)
|
Other
operating income
|
-
|
27,770
|
6,170
|
Other
operating expenses
|
(10,737
)
|
-
|
(1,259
)
|
Operating income
|
749,537
|
688,262
|
224,738
|
|
|
|
|
Finance
expense
|
(339
)
|
(14,455
)
|
(21,878
)
|
Income before tax from discontinued operations
|
749,198
|
673,807
|
202,860
|
Income
tax for the year
|
(264,157
)
|
(235,833
)
|
(71,001
)
|
Income for the year from discontinued operations
|
485,041
|
437,974
|
131,859
|
|
2017
|
2016
|
2015
|
|
ARS 000
|
ARS 000
|
ARS 000
|
Operating
activities
|
820,955
|
564,937
|
221,698
|
|
2017
|
2016
|
2015
|
-
Basic and diluted income per share from discontinued
operations
|
ARS 0.32
|
ARS 0.29
|
ARS 0.09
|
|
|
|
Page
|
Section 1.
|
|
Definitions and Interpretation
|
2
|
1.01
|
|
Definitions
|
2
|
1.02
|
|
Principles of Interpretation
|
10
|
1.03
|
|
Financial Calculations
|
10
|
Section 2.
|
|
Equity Contributions and Support Obligations of the Sponsor
Parties
|
10
|
2.01
|
|
Base Equity Contributions
|
10
|
2.02
|
|
Contingent Equity Contributions
|
11
|
2.03
|
|
Mechanics for Funding Equity Contributions
|
15
|
2.04
|
|
No Obligation
|
15
|
2.05
|
|
Termination of Support Obligations
|
16
|
Section 3.
|
|
Subordination and Deferment Provisions
|
16
|
3.01
|
|
Subordination
|
16
|
3.02
|
|
Written Instrument(s)
|
16
|
3.05
|
|
Payments other than in Bankruptcy
|
16
|
3.06
|
|
Deferral
|
17
|
3.07
|
|
No Acceleration
|
17
|
3.08
|
|
No Commencement of Any Proceeding
|
17
|
3.09
|
|
No Set-Off
|
17
|
3.1
|
|
Subordination in Bankruptcy
|
17
|
3.11
|
|
Rights of Subrogation
|
18
|
3.12
|
|
No Other Assignment
|
18
|
3.13
|
|
Governing Law
|
18
|
3.14
|
|
Amounts Held in Trust
|
18
|
Section 4.
|
|
The Guarantee
|
18
|
4.01
|
|
Guarantee
|
18
|
4.02
|
|
No Set-off
|
20
|
4.03
|
|
Taxes
|
20
|
4.04
|
|
Certificate Conclusive
|
20
|
4.05
|
|
Application of Payments
|
21
|
4.06
|
|
Allocation
|
21
|
4.07
|
|
Waiver of Defenses
|
21
|
4.08
|
|
Waiver of Notices, Claims and Prior Action
|
21
|
4.09
|
|
Specific Waiver Regarding Achievement of Certain
Milestones
|
22
|
4.1
|
|
Specific Argentine Law Waivers
|
22
|
4.11
|
|
Consent
|
22
|
4.12
|
|
Absolute Guarantee
|
23
|
4.13
|
|
Additional Security
|
23
|
4.14
|
|
Non-Competition
|
24
|
4.15
|
|
Bankruptcy or Liquidation of Borrower
|
24
|
4.16
|
|
Appropriation and Application of Monies
|
24
|
4.17
|
|
Reinstatement
|
25
|
Section 5.
|
|
Assignment and Grant of Security Interest by the Sponsor
Parties
|
25
|
Section 6.
|
|
Share Retention Obligations
|
26
|
6.01
|
|
Share Retention Undertaking
|
26
|
6.02
|
|
Restrictions on Share Transfer Recordation - Notice of
Transfers
|
28
|
6.03
|
|
Notification of Transfer Restrictions and Exercise of
Rights
|
28
|
Section 7.
|
|
Shareholders Agreement
|
28
|
Section 8.
|
|
Covenants
|
29
|
8.01
|
|
Corporate Existence
|
29
|
8.02
|
|
Compliance with Laws; Taxes
|
29
|
8.03
|
|
Authorizations
|
29
|
8.04
|
|
Accounting and Financial Management
|
29
|
8.05
|
|
Security; Further Assurances
|
29
|
8.06
|
|
Financial Ratios
|
30
|
8.07
|
|
Consolidated PP&E
|
30
|
8.08
|
|
Financial Statements
|
30
|
8.09
|
|
Listing
|
31
|
8.1
|
|
PPA Performance Bond
|
31
|
8.11
|
|
Land Rights
|
31
|
8.12
|
|
Bankruptcy; Insolvency; Winding Up
|
31
|
8.13
|
|
Sanctionable Practices
|
31
|
8.14
|
|
UN Security Council Resolutions
|
31
|
8.15
|
|
Prohibited Activities
|
31
|
Section 9.
|
|
Representations and Warranties
|
31
|
9.01
|
|
Organization and Authority
|
32
|
9.02
|
|
Validity
|
32
|
9.03
|
|
No Conflict
|
32
|
9.04
|
|
Status of Authorizations
|
32
|
9.05
|
|
No Immunity
|
32
|
9.06
|
|
Disclosure
|
32
|
9.07
|
|
Financial Statements
|
32
|
9.08
|
|
Taxes
|
33
|
9.09
|
|
Litigation
|
33
|
9.1
|
|
Share Capital
|
33
|
9.11
|
|
Sanctionable Practices
|
34
|
9.12
|
|
UN Security Council Resolutions
|
34
|
Section 10.
|
|
Secured Parties and Offshore Collateral Agent Reliance
|
34
|
Section 11.
|
|
Rights and Remedies not Limited
|
34
|
Section 12.
|
|
Miscellaneous
|
34
|
12.01
|
|
Remedies and Waivers
|
34
|
12.02
|
|
Notices
|
35
|
12.03
|
|
English Language
|
35
|
12.04
|
|
Fees and Expenses
|
35
|
12.05
|
|
Amendments, Waivers and Consents
|
36
|
12.06
|
|
Successors and Assigns
|
36
|
12.07
|
|
Counterparts
|
36
|
12.08
|
|
Severability
|
36
|
12.09
|
|
Headings
|
36
|
12.1
|
|
Applicable Law and Jurisdiction
|
36
|
12.11
|
|
No Third Party Beneficiaries
|
39
|
12.12
|
|
Reinstatement
|
39
|
12.13
|
|
Offshore Collateral Agent
|
39
|
|
|
|
|
|
|
|
|
Exhibit A
|
|
Form of Accession Agreement
|
|
Exhibit B
|
|
Form of PPA Delay Penalties Coverage Notice/VAT Facility Coverage
Notice/Project Document Liabilities Coverage Notice/Serial Defect
Coverage Notice
|
|
$1,388
* 48 * 75
|
|
|
where:
|
|
|
$1,388
equals the daily penalty specified in Section 13.2(a) of the
PPA;
|
||
48
equals the Contracted Capacity; and
|
||
75
equals the number of days falling after (and excluding) the
Scheduled Commercial Operations Date during which the Sponsor
Guarantor agrees to pay for PPA Delay Penalties; and
|
$1,388
* 48 * X
|
|
|
where:
|
|
|
$1,388
equals the daily penalty specified in Section 13.2(a) of the
PPA;
|
||
48
equals the Contracted Capacity; and
|
||
X
equals the number of days falling after (and excluding) the
Scheduled Commercial Operations Date during which the Sponsor
Guarantor agrees to pay for PPA Delay Penalties, as specified in
such PPA Delay Penalties Coverage Notice (which in no case shall be
less than 75 days after the Schedule Completion Operations
Date);
|
CP
Renovables S.A.
|
100%
|
Central
Puerto S.A.
|
70.89%
|
Guillermo Pablo
Reca
|
29.11%
|
|
INTER-AMERICAN
INVESTMENT CORPORATION
By:
_______________________
Name:
_______________________
Title:
_______________________
|
|
INTER-AMERICAN
INVESTMENT CORPORATION, acting as agent for the INTER-AMERICAN
DEVELOPMENT BANK
By:
_______________________
Name:
_______________________
Title:
_______________________
|
|
INTER-AMERICAN
INVESTMENT CORPORATION, as
agent
acting on behalf of the INTER-AMERICAN
DEVELOPMENT
BANK, in its capacity as administrator of the
CANADIAN
CLIMATE FUND FOR THE PRIVATE SECTOR IN THE AMERICAS
By:
_______________________
Name:
_______________________
Title:
_______________________
|
|
INTERNATIONAL
FINANCE CORPORATION, in respect of the amendment to the Common
Terms Agreement
By:
_______________________
Name:
_______________________
Title:
_______________________
|
|
Acknowledged
and agreed by:
CP
ACHIRAS S.A.U.
By:
_______________________
Name:
_______________________
Title:
_______________________
|
|
|
|
Subsidiary
|
Jurisdiction of incorporation
|
Name under which the
subsidiary does business
|
Central
Vuelta de Obligado S.A.
|
City of
Buenos Aires
|
Central
Vuelta de Obligado
|
|
|
|
Proener
S.A.U.
|
City of
Buenos Aires
|
Proener
|
|
|
|
CP
Renovables S.A.
|
City of
Buenos Aires
|
CP
Renovables
|
|
|
|
CPR
Energy Solutions S.A.U. (formerly CP Achiras II
S.A.U.)
|
City of
Buenos Aires
|
CPR
Energy Solutions
|
|
|
|
CP
Patagones S.A.U.
|
City of
Buenos Aires
|
CP
Patagones
|
|
|
|
CP La
Castellana S.A.U.
|
City of
Buenos Aires
|
CP La
Castellana
|
|
|
|
CP
Achiras S.A.U.
|
City of
Buenos Aires
|
CP
Achiras
|
|
|
|
Parques
Eólicos Australes S.A.
|
City of
Buenos Aires
|
Parques
Eólicos Australes
|
|
|
|
Central
Aimé Painé S.A.
|
City of
Buenos Aires
|
Central
Aimé Painé
|
|
|
|
Termoeléctrica
José de San Mart’n S.A.
|
City of
Buenos Aires
|
Termoeléctrica
José de San Mart’n
|
|
|
|
Termoeléctrica
Manuel Belgrano S.A.
|
City of
Buenos Aires
|
Termoeléctrica
Manuel Belgrano
|
|
|
|
Inversora
de Gas del Centro S.A.
|
City of
Buenos Aires
|
Inversora
de Gas del Centro
|
|
|
|
Distribuidora
de Gas del Centro S.A.
|
City of
Buenos Aires
|
Distribuidora
de Gas del Centro
|
|
|
|
Inversora
de Gas Cuyana S.A.
|
City of
Buenos Aires
|
Inversora
de Gas Cuyana
|
|
|
|
Distribuidora
de Gas Cuyana S.A.
|
City of
Buenos Aires
|
Distribuidora
de Gas Cuyana
|
|
|
|
Transportadora
de Gas del Mercosur S.A.
|
City of
Buenos Aires
|
TGM
|
Vientos
La Genoveva S.A.U.
|
City of
Buenos Aires
|
Vientos
La Genoveva
|
|
CODE OF BUSINESS CONDUCT
|
ND-RH001
|
Rev.
00
|
||
Effective
date.:03/09/18
|
||
Page
1
of
7
|
|
By:
|
/s/
Jorge Rauber
|
|
|
|
Name:
|
Jorge
Rauber
|
|
|
Title:
|
Chief
Executive Officer
|
|
By:
|
/s/
Fernando Roberto
Bonnet
|
|
|
|
Name:
|
Fernando
Roberto Bonnet
|
|
|
Title:
|
Chief
Financial Officer
|
|
By:
|
/s/
Jorge Rauber
|
|
|
|
Name:
|
Jorge
Rauber
|
|
|
Title:
|
Chief
Executive Officer
|
|
By:
|
/s/
Fernando Roberto
Bonnet
|
|
|
|
Name:
|
Fernando
Roberto Bonnet
|
|
|
Title:
|
Chief
Financial Officer
|