YPF YPF Sociedad Anonima

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of November, 2015

Commission File Number: 001-12102

 

 

YPF Sociedad Anónima

(Exact name of registrant as specified in its charter)

 

 

Macacha Güemes 515

C1106BKK Buenos Aires, Argentina

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ¨            No   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ¨            No   x

 

 

 

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YPF Sociedád Anonima

TABLE OF CONTENTS

 

ITEM

1 Translation of Condensed Interim Consolidated Financial Statements as of September 30, 2015 and Comparative Information.

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SOCIEDAD ANONIMA

Condensed Interim Consolidated

Financial Statements as of September 30, 2015 and Comparative Information

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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND COMPARATIVE INFORMATION

 

Index		Page
• Cover			1
• Condensed interim consolidated statements of financial position			2
• Condensed interim consolidated statements of comprehensive income			3
• Condensed interim consolidated statements of changes in shareholders’ equity			4
• Condensed interim consolidated statements of cash flow			6
• Notes to the condensed interim consolidated financial statements:
1) Basis of preparation of the condensed interim consolidated financial statements
a. Basis of preparation			7
b. Significant accounting policies			7
c. Accounting estimates and judgments			8
d. Comparative information			9
2) Seasonality of operations			9
3) Acquisitions and disposals			9
4) Financial risk management and fair value measurements
a. Financial risk			10
b. Fair value measurements			10
c. Fair value of financial assets and financial liabilities measured at amortized cost			11
5) Segment information			12
6) Analysis of the main accounts of the condensed interim consolidated financial statements
a. Intangible assets			13
b. Fixed assets			13
c. Investments in companies			15
d. Inventories			15
e. Other receivables			15
f. Trade receivables			16
g. Cash and cash equivalents			16
h. Provisions			16
i. Income tax			17
j. Loans			18
k. Accounts payable			20
l. Revenues			20
m. Cost of sales			20
n. Expenses			21
o. Other operating results, net			22
7) Investments in companies and joint operation			22
8) Shareholders’ equity			23
9) Earnings per share			23

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10) Provisions for pending lawsuits, claims and environmental liabilities			24
11) Contingent liabilities, contingent assets, contractual commitments, main regulations and other
a. Contingent liabilities			27
b. Contingent assets			28
c. Contractual commitments, main regulations and other			28
12) Balances and transactions with related parties			32
13) Employee benefit plans and similar obligations			34
14) Information required by regulatory authorities			35
15) Investments in companies			36
16) Assets and liabilities in currencies other than the Argentine peso			38
17) Subsequent events			39

 

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

YPF SOCIEDAD ANONIMA

Macacha Güemes 515 – Ciudad Autónoma de Buenos Aires, Argentina

FISCAL YEAR NUMBER 39

BEGINNING ON JANUARY 1, 2015

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2015 AND COMPARATIVE INFORMATION

LEGAL INFORMATION

Principal business of the Company: exploration, development and production of oil, natural gas and other minerals and refining, transportation, marketing and distribution of oil and petroleum products and petroleum derivatives, including petrochemicals, chemicals and non-fossil fuels, biofuels and their components; production of electric power from hydrocarbons; rendering telecommunications services, as well as the production, industrialization, processing, marketing, preparation services, transportation and storage of grains and its derivatives.

Filing with the Public Register: Bylaws filed on February 5, 1991 under No. 404, Book 108, Volume “A”, Corporations, with the Public Registry of Buenos Aires City, in charge of Inspección General de Justicia (Argentine Registrar of Companies); and Bylaws in substitution of previous Bylaws, filed on June 15, 1993, under No. 5109, Book 113, Volume “A”, Corporations, with the above mentioned Registry.

Duration of the Company: through June 15, 2093.

Last amendment to the bylaws: April 14, 2010.

Optional Statutory Regime related to Compulsory Tender Offer provided by Decree No. 677/2001 art. 24: not incorporated (modified by Law No. 26,831).

Capital structure as of September 30, 2015

(expressed in Argentine pesos)

 

- Subscribed, paid-in and authorized for stock exchange listing			3,933,127,930	(1)

 

(1)	Represented by 393,312,793 shares of common stock, Argentine pesos 10 per value and 1 vote per share

 

		MIGUEL MATIAS GALUCCIO Presidente

 

1

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

 

YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Condensed interim consolidated statements of financial position as of September 30, 2015 and December 31, 2014

(Amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

 

		Notes		September 30, 2015				December 31, 2014
ASSETS
Noncurrent Assets
Intangible assets		6.a			5,033				4,393
Fixed assets		6.b			194,047				156,930
Investments in companies		6.c			3,309				3,177
Deferred income tax assets, net		6.i			223				244
Other receivables		6.e			1,833				1,691
Trade receivables		6.f			342				19
Total noncurrent assets					204,787				166,454
Current Assets
Inventories		6.d			14,431				13,001
Other receivables		6.e			11,002				7,170
Trade receivables		6.f			15,594				12,171
Cash and cash equivalents		6.g			10,857				9,758
Total current assets					51,884				42,100
TOTAL ASSETS					256,671				208,554
SHAREHOLDERS’ EQUITY
Shareholders’ contributions					10,370				10,400
Reserves, other comprehensive income and retained earnings					76,230				62,230
Shareholders’ equity attributable to the shareholders of the parent company					86,600				72,630
Non-controlling interest					218				151
TOTAL SHAREHOLDERS’ EQUITY					86,818				72,781
LIABILITIES
Noncurrent Liabilities
Provisions		6.h			29,948				26,564
Deferred income tax liabilities, net		6.i			23,554				18,948
Taxes payable					220				299
Loans		6.j			59,526				36,030
Accounts payable		6.k			721				566
Total noncurrent liabilities					113,969				82,407
Current Liabilities
Provisions		6.h			2,525				2,399
Income tax liability					1,058				3,972
Taxes payable					3,602				1,411
Salaries and social security					2,026				1,903
Loans		6.j			15,720				13,275
Accounts payable		6.k			30,953				30,406
Total current liabilities					55,884				53,366
TOTAL LIABILITIES					169,853				135,773
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY					256,671				208,554

Accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 

		MIGUEL MATIAS GALUCCIO Presidente

2

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

 

YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Condensed interim consolidated statements of comprehensive income for the nine-month and three-month periods ended September 30, 2015 and 2014

(amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

 

				For the nine-month period ended September 30,								For the three-month period ended September 30,
		Notes		2015				2014				2015				2014
Revenues		6.l			115,190				104,203				40,931				38,209
Cost of sales		6.m			(86,756	)			(74,808	)			(30,670	)			(26,365	)
Gross profit					28,434				29,395				10,261				11,844
Selling expenses		6.n			(8,065	)			(7,287	)			(2,587	)			(2,766	)
Administrative expenses		6.n			(3,857	)			(3,116	)			(1,301	)			(1,119	)
Exploration expenses		6.n			(1,760	)			(1,230	)			(1,182	)			(306	)
Other operating results, net		6.o			926				616				440				391
Operating income					15,678				18,378				5,631				8,044
Income on investments in companies		7			52				61				36				38
Financial results, net
Gains (losses) on assets
Interests					1,051				1,078				327				480
Exchange differences					(975	)			(2,240	)			(358	)			(620	)
(Losses) Gains on liabilities
Interests					(7,049	)			(5,304	)			(2,401	)			(1,793	)
Exchange differences					4,964				9,914				1,731				1,880
Net income before income tax					13,721				21,887				4,966				8,029
Income tax		6.i			(7,430	)			(14,338	)			(3,082	)			(4,810	)
Net income for the period					6,291				7,549				1,884				3,219
Net income for the period attributable to:
- Shareholders of the parent company					6,274				7,619				1,850				3,212
- Non-controlling interest					17				(70	)			34				7
Earnings per share attributable to shareholders of the parent company basic and diluted		9			16.00				19.43				4.72				8.19
Other comprehensive income
Translation differences from investments in companies (2)					(292	)			(533	)			(127	)			(98	)
Translation differences from YPF S.A. (3)					8,521				15,692				3,333				2,613
Total other comprehensive income for the period (1)					8,229				15,159				3,206				2,515
Total comprehensive income for the period					14,520				22,708				5,090				5,734

 

(1)	Entirely assigned to the parent company’s shareholders.

(2)	Will be reversed to net income at the moment of the sale of the investment or full or partial reimbursement of the capital.

(3)	Will not be reversed to net income.

Accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

		MIGUEL MATIAS GALUCCIO Presidente

3

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

 

YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Condensed interim consolidated statements of changes in shareholders’ equity for the nine-month periods ended September 30, 2015 and 2014

(amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

 

		2015
		Shareholders’ contributions
		Subscribed capital				Adjustment to contributions				Treasury shares				Adjustment to treasury shares				Share-based benefit plans				Acquisition cost of treasury shares				Share trading premium				Issuance premiums				Total
Balances as of December 31, 2014			3,922				6,083				11				18				51				(310	)			(15	)			640				10,400
Accrual of share-based benefit plans			—				—				—				—				89				—				—				—				89
Repurchase of treasury shares			(4	)			(6	)			4				6				—				(119	)			—				—				(119	)
Contributions of non-controlling interest			—				—				—				—				—				—				—				—				—
As decided by Ordinary and Extraordinary Shareholders’ meeting of April 30, 2015 (Note 8)			—				—				—				—				—				—				—				—				—
As decided by the Board of Directors of June 8, 2015 (Note 8)																			—				—				—				—				—
Other comprehensive income for the period			—				—				—				—				—				—				—				—				—
Net income			—				—				—				—				—				—				—				—				—
Balances as of September 30, 2015			3,918				6,077				15				24				140				(429	)			(15	)			640				10,370

 

		2015
		Reserves																												Equity attributable to
		Legal				Future dividends				Investments				Purchase of treasury shares				Initial IFRS adjustment				Other comprehensive income				Retained earnings				Parent company’s shareholders				Non- controlling interest				Total shareholders’ equity
Balances as of December 31, 2014			2,007				5				12,854				320				3,648				34,363				9,033				72,630				151				72,781
Accrual of share-based benefit plans			—				—				—				—				—				—				—				89				—				89
Repurchase of treasury shares			—				—				—				—				—				—				—				(119	)			—				(119	)
Contributions of non-controlling interest			—				—				—				—				—				—				—				—				50				50
As decided by Ordinary and Extraordinary Shareholders’ meeting of April 30, 2015 (Note 8)			—				503				8,410				120				—				—				(9,033	)			—				—				—
As decided by the Board of Directors of June 8, 2015 (Note 8)			—				(503	)			—				—				—				—				—				(503	)			—				(503	)
Other comprehensive income for the period			—				—				—				—				—				8,229				—				8,229				—				8,229
Net income			—				—				—				—				—				—				6,274				6,274				17				6,291
Balances as of September 30, 2015			2,007				5				21,264				440				3,648				42,592	(1)			6,274				86,600				218				86,818

 

(1)

Includes 44,285 corresponding to the effect of the translation of the financial statements of YPF S.A. and (1,693) corresponding to the effect of the translation of the financial statements of investments in companies with functional currency different to dollar, as detailed in Note 1.b.1 to the annual consolidated financial statements.

 

		MIGUEL MATIAS GALUCCIO Presidente

4

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Condensed interim consolidated statements of changes in shareholders’ equity for the nine-month periods ended September 30, 2015 and 2014 (Cont.)

(amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

 

		2014
		Shareholders’ contributions
		Subscribed capital				Adjustment to contributions				Treasury shares				Adjustment to treasury shares				Share-based benefit plans				Acquisition cost of treasury shares				Share trading premium				Issuance premiums				Total
Balances as of December 31, 2013			3,924				6,087				9				14				40				(110	)			(4	)			640				10,600
Accrual of share-based benefit plans			—				—				—				—				56				—				—				—				56
Repurchase of treasury shares			(6	)			(10	)			6				10				—				(198	)			—				—				(198	)
As decided by Ordinary and Extraordinary Shareholders’ meeting of April 30, 2014			—				—				—				—				—				—				—				—				—
As decided by the Board of Directors of June 11, 2014			—				—				—				—				—				—				—				—				—
Other comprehensive income for the period			—				—				—				—				—				—				—				—				—
Net income			—				—				—				—				—				—				—				—				—
Balances as of September 30, 2014			3,918				6,077				15				24				96				(308	)			(4	)			640				10,458

 

		2014
		Reserves																																Equity attributable to
		Legal				Future dividends				Investments				Purchase of treasury shares				Initial IFRS adjustment				Other comprehensive income				Retained earnings				Parent company’s shareholders				Non- controlling interest				Total shareholders’ equity
Balances as of December 31, 2013			2,007				4				8,394				120				3,648				18,112				5,131				48,016				224				48,240
Accrual of share-based benefit plans			—				—				—				—				—				—				—				56				—				56
Repurchase of treasury shares			—				—				—				—				—				—				—				(198	)			—				(198	)
As decided by Ordinary and Extraordinary Shareholders’ meeting of April 30, 2014			—				465				4,460				200				—				—				(5,125	)			—				—				—
As decided by the Board of Directors of June 11, 2014			—				(464	)			—				—				—				—				—				(464	)			—				(464	)
Other comprehensive income for the period			—				—				—				—				—				15,159				—				15,159				—				15,159
Net income			—				—				—				—				—				—				7,619				7,619				(70	)			7,549
Balances as of September 30, 2014			2,007				5				12,854				320				3,648				33,271	(1)			7,625				70,188				154				70,342

 

(1)

Includes 34,528 corresponding to the effect of the translation of the financial statements of YPF S.A. and (1,257) corresponding to the effect of the translation of the financial statements of investments in companies with functional currency different to dollar, as detailed in Note 1.b.1 to the Annual Consolidated Financial Statements.

Accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

		MIGUEL MATIAS GALUCCIO Presidente

5

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English translation of the condensed interim consolidated financial statements originally filed in Spanish with the Argentine Securities Commission (“CNV”). In case of discrepancy, the condensed interim consolidated financial statements filed with the CNV prevail over this translation.

 

YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Condensed interim consolidated statements of cash flow for the nine-month periods ended September 30, 2015 and 2014

(Amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

 

		For the nine-month periods ended September 30,
		2015				2014
Operating activities:
Net income			6,291				7,549
Adjustments to reconcile net income to cash flows provided by operating activities:
Result on investments in companies			(52	)			(61	)
Depreciation of fixed assets			18,961				13,660
Amortization of intangible assets			225				250
Consumption of materials and retirement of fixed assets and intangible assets, net of provisions			3,250				2,671
Charge on income tax			7,430				14,338
Net increase in provisions			2,274				2,465
Exchange differences, interest and other (1)			1,350				(1,042	)
Share-based benefit plan			89				56
Accrued insurance			(1,085	)			(1,632	)
Changes in assets and liabilities:
Trade receivables			(2,853	)			(4,150	)
Other receivables			(4,299	)			(802	)
Inventories			(240	)			232
Accounts payable			3,182				1,663
Taxes payables			2,112				3,006
Salaries and social security			123				431
Decrease in provisions due to payment/use			(1,247	)			(1,580	)
Dividends received			181				233
Proceeds from collection of lost profit insurance			1,673				1,689
Income tax payments			(5,650	)			(2,582	)
Net cash flows provided by operating activities			31,715				36,394
Investing activities:(2)
Acquisition of fixed assets and intangible assets			(46,692	)			(35,365	)
Contributions and acquisitions of interests in companies			(163	)			(94	)
Advances received from sale of fixed assets			—				1,711
Acquisition of participation in joint operations			—				(869	)
Acquisition of subsidiaries net of acquired cash and cash equivalents			—				(6,103	)
Proceeds from collection of damaged property’s insurance			—				1,818
Net cash flows used in investing activities			(46,855	)			(38,902	)
Financing activities:(2)
Payments of loans			(17,624	)			(9,012	)
Payments of interest			(4,531	)			(3,215	)
Proceeds from loans			38,162				19,342
Repurchase of treasury shares			(119	)			(198	)
Dividends paid			(503	)			(464	)
Net cash flows provided by financing activities			15,385				6,453
Translation differences generated by cash and cash equivalents			854				1,215
Net increase in cash and cash equivalents			1,099				5,160
Cash and cash equivalents at the beginning of year			9,758				10,713
Cash and cash equivalents at the end of period			10,857				15,873
Net increase in cash and cash equivalents			1,099				5,160
COMPONENTS OF CASH AND CASH EQUIVALENTS AT THE END OF PERIOD
- Cash			9,195				6,567
- Cash equivalents			1,662				9,306
TOTAL CASH AND CASH EQUIVALENTS AT THE END OF PERIOD			10,857				15,873

 

(1)	Does not include translation differences generated by cash and cash equivalents, which is exposed separately in the statement.

(2)

The main investing and financing transactions that have not affected cash and cash equivalents correspond to unpaid acquisitions of fixed assets and concession extension easements not paid for 4,862 and 4,977 for the nine-month periods ended September 30, 2015 and 2014, respectively; additions for abandonment costs for 492 for the nine-month period ended September 30, 2014 and contributions of non-controlling interests for 50 as of September 30, 2015.

Accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

		MIGUEL MATIAS GALUCCIO Presidente

6

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YPF SOCIEDAD ANONIMA AND CONTROLLED COMPANIES

Notes to the condensed interim consolidated financial statements as of September 30, 2015 and comparative information

(amounts expressed in millions of Argentine Pesos, except shares and per share amounts expressed in Argentine Pesos, and as otherwise indicated – Note 1.b)

1. BASIS OF PREPARATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.a. Basis of preparation

The condensed interim consolidated financial statements of YPF S.A. (hereinafter “YPF” or the “Company”) and its controlled companies (hereinafter and all together, the “Group”) for the nine-month period ended September 30, 2015, are presented in accordance with International Accounting Standards (“IAS”) No. 34 “Interim Financial Reporting”. The adoption of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) was determined by the Technical Resolution No. 26 (ordered text) issued by Argentine Federation of Professional Councils in Economic Sciences (“FACPCE”) and the Regulations of the Argentine Securities Commission (“CNV”). Also, some additional information required by the Law 19,550 of Argentine Corporations and /or regulations of the CNV, was included. Such information was included in the Notes to the mentioned condensed interim consolidated financial statements only to comply with regulatory requirements.

These Condensed Interim Consolidated Financial Statements should be read in conjunction with the Annual Consolidated Financial Statements of the Group as of December 31, 2014 (“the Annual Consolidated Financial Statements”) prepared in accordance with IFRS.

These condensed interim consolidated financial statements were approved by the Board of Directors’ meeting and authorized to be issued on November 5, 2015.

These Condensed Interim Consolidated Financial Statements corresponding to the nine-month period ended on September 30, 2015 are unaudited. Management believes they include all necessary adjustments to fairly present the results of each period on a consistent basis with the annual consolidated financial statements. Results for the nine-month period ended on September 30, 2015 do not necessarily reflect the proportion of the Group’s full-year results.

1.b) Significant Accounting Policies

The accounting policies adopted in the preparation of these condensed interim consolidated financial statements are consistent with those used in the preparation of the Annual Consolidated Financial Statements of the Group as of December 31, 2014, except for the valuation policy for Income Tax detailed in Note 6.i). The most significant accounting policies are described in Note 1 to such annual consolidated financial statements. Furthermore, revenue recognition treatment given by the Group for incentive scheme is described below.

 

7

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Revenue recognition for incentive scheme

The incentives for additional natural gas injection (see Note 11.c to the annual consolidated financial statements) and the crude oil production (see Note 11.c), issued by the Comisión de Planificación y Coordinación Estratégica del Plan Nacional de Inversiones Hidrocarburíferas (“Strategic Planning and Coordination Commission of the National Hydrocarbon Investment Plan”) by Resolutions No. 1/2013 and No. 14/2015, respectively, fall within the scope of IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance” because they consist of an economic compensation for companies committed to increasing their productions.

Moreover, the temporary economic assistance received by Metrogas S.A. ordered by the Argentine Energy Secretariat in Resolution No. 263/2015 (see Note 11.c) is also contemplated under this standard, because it is intended to cover costs and investments related to the normal operation of the provision of the natural gas distribution public service by preserving the chain of payments to natural gas producers until completion of the Tariff Review.

Such revenues are recognized at fair value when there is reasonable assurance that the incentives will be received and the conditions related to them are met.

Production incentives have been included in “Revenues” in the condensed interim consolidated statement of comprehensive income, while the temporary economic assistance has been included under the category “Other operating results, net”.

New issued standards

The standards, interpretations and related amendments published by the IASB and endorsed by the FACPCE and the CNV which have been applied by the Group as from the year beginning on January 1, 2015, are the following:

 

•

Annual improvements to IFRS (2010-2012 cycle) modify several standards, including amendments to IAS 16 (Property, Plant and Equipment), IAS 24 (Related Party Disclosures), IAS 38 (Intangible Assets), IFRS 2 (Shared-based Payment), IFRS 3 (Business Combinations), IFRS 8 (Operating Segments) and IFRS 13 (Fair Value Measurement).

 

•

Annual improvements to IFRS (2011-2013 cycle) modify several standards, including amendments to IAS 40 (Investment Property), IFRS 1 (First-time Adoption of International Financial Reporting Standards), IFRS 3 (Business Combinations) and IFRS 13 (Fair Value Measurement).

The aforementioned adoption of standards, interpretations and related amendments did not have significant impact on these condensed interim consolidated financial statements of the Group.

Functional and reporting currency

As it was mentioned in Note 1.b.1 to the Annual Consolidated Financial Statements YPF has defined the U.S. dollar as its functional currency. In addition, according to General Resolution No. 562 of the CNV, YPF shall submit its financial statements in Argentine Pesos.

1.c) Accounting Estimates and Judgments

The preparation of financial statements at a certain date requires the Management to make estimates and assessments affecting the amount of assets and liabilities recorded, contingent assets and liabilities disclosed at such date, as well as income and expenses recorded during the period. Actual future results might differ from the estimates and assessments made at the date of preparation of these condensed interim consolidated financial statements.

 

8

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In the preparation of these Condensed Interim Consolidated Financial Statements, significant judgments made by Management in applying the Group’s accounting policies and the main sources of uncertainty were the same as those applied by the Group in the preparation of the Annual Consolidated Financial Statements for the year ended December 31, 2014, which are disclosed in Note 1.c) related to accounting estimates and judgments to those financial statements.

1.d) Comparative information

Amounts and other information corresponding to the year ended on December 31, 2014 and to the nine-month and three-month period ended on September 30, 2014, are an integral part of the condensed interim consolidated financial statements previously mentioned and are intended to be read only in relation to these statements. Certain reclassifications have been made in order to present amounts comparatively with the current period.

2. SEASONALITY OF OPERATIONS

Historically, the Group results have been subject to seasonal fluctuations during the year, particularly as a result of the increase of natural gas sales during the winter. After the 2002 devaluation and as a consequence of the natural gas price freeze imposed by the Argentine government, the use of this fuel has been diversified, generating an increase of its demand throughout the entire year. However, sales of natural gas are still typically higher in the winter to the residential sector of the Argentine domestic market, which prices are lower than other sectors of the Argentine market. Notwithstanding the foregoing, on February 14, 2013, Resolution 1/2013 of the Planning and Strategic Coordination Commission of the National Plan of Hydrocarbon Investments (the “Commission”) was published in the Official Gazette, creating the “Natural Gas Additional Injection Stimulus Program.” Under this regulation, gas producing companies were invited to file with the Commission before June 30th, 2013 projects to increase natural gas injection, in order to receive an increased price of U.S.$7.50/mmBtu for all additional natural gas injected. These projects shall comply with minimum requirements established in Resolution 1/2013, and will be subject to consideration approval by the Commission, including a maximum term of five years, renewable at the request of the beneficiary, upon decision of the Commission. If the beneficiary company in a given month does not reach the committed production increase it will have to make up for such volumes not produced. During 2014, the natural gas pricing program was incorporated into the Hydrocarbons Law, as modified by Law No. 27,007. In view of the foregoing, seasonality of the Group operations is not significant.

3. ACQUISITIONS AND DISPOSALS

 

•

On May 7, 2015 the transfer by Repsol Butano S.A. to YPF of shares representing the 33.997% of the capital of YPF Gas S.A. was effective as well as the transfer from Repsol Trading S.A. to YPF of the 17.79% of the capital of Oleoducto Trasandino Chile. The transaction was for a total amount of 161. The estimation of the fair values of the main identified assets and liabilities of the acquired companies and the initial investment accounting are provisional and subject to the completion of the analysis of the accounting, tax and contractual information of the acquired companies.

 

9

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•

On August 18, 2015, YPF and Grupo Inversor Petroquímica S.L. (“GIP”) accepted an offer from Basell International Holdings B.V. and from Lyondell Basell Industries Holdings B.V. to acquire 100% of the shares of Petroken Petroquímica Ensenada S.A. (“Petroken”). The aggregate price for the shares, as agreed upon by the parties is around US$ 142.4 million, net of cash and banks and financial debt. The price includes working capital, and shall be adjusted on the agreement execution date. The closing of these acquisitions is subject to fulfillment of certain precedent conditions.

In addition, on the same date, YPF accepted an offer from GIP to acquire 46% of the shares of Petroquímica Cuyo S.A. (a company controlled by GIP) in an aggregate amount of approximately US$ 50 million, net of cash and banks and financial debt. This price includes 46% of working capital, and shall be adjusted on the agreement execution date. The closing of these acquisitions is subject to fulfillment of certain precedent conditions, including the closing of the transaction mentioned in the preceding paragraph.

As a result of the above-mentioned transactions, YPF and GIP shall jointly and equally control 100% of the capital stock of Petroken and 92% of the capital stock of Petroquímica Cuyo S.A.

4. FINANCIAL RISK MANAGEMENT AND FAIR VALUE MEASUREMENTS

4.a. Financial Risk

The Group’s activities are exposed to a variety of financial risk: market risk (including foreign currency risk, interest rate risk and price risk) credit risk, liquidity risk and capital risk.

The Condensed Interim Consolidated Financial Statements do not include all the information and disclosures on financial risk management; therefore they should be read in conjunction with the Group’s Annual Consolidated Financial Statements for the year ended December 31, 2014.

There have been no changes in the risk management or risk management policies applied by the Group since the end of last year.

4.b. Fair value measurements

IFRS 9 defines the fair value of a financial instrument as the amount for which an asset could be exchanged, or a financial liability settled, between knowledgeable, willing parties in an arm’s length transaction. All financial instruments recognized at fair value are allocated to one of the valuation hierarchy levels of IFRS 7. This valuation hierarchy provides for three levels.

In the case of Level 1, valuation is based on unadjusted quoted prices in active markets for identical financial assets or liabilities that the Group can refer to at the end of the period. A market is deemed active if transactions take place with sufficient frequency and in sufficient quantity for price information to be available on an ongoing basis. Since a quoted price in an active market is the most reliable indicator of fair value, this should always be used if available. Financial instruments assigned by the Group to this level comprise investments in listed mutual funds, which results for the nine-month periods ended on September 30, 2015 and 2014, are disclosed under “Interest income” in the condensed interim consolidated statements of comprehensive income.

 

10

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In the case of Level 2, fair value is determined by using valuation methods based on inputs directly or indirectly observable in the market. If the financial instrument concerned has a fixed contract period, the inputs used for valuation must be observable for the whole of this period. The Group has not valued financial instruments under this category.

In the case of Level 3, the Group uses valuation techniques not based on inputs observable in the market. This is only permissible insofar as no market data are available. The inputs used reflect the Group’s assumptions regarding the factors which market players would consider in their pricing. The Group uses the best available information for this, including internal company data. The Group has not valued financial instruments under this category.

The Company’s Finance Division has a team in place in charge of estimating valuation of financial instruments required to be reported in the financial statements, including the fair value of Level-3 instruments. The team directly reports to the Chief Financial Officer (“CFO”). The CFO and the valuation team discuss the valuation methods and results upon the acquisition of a financial instrument and, if necessary, on a quarterly basis, in line with the Group’s quarterly reports.

According to the Group’s policy, transfers among the several categories of valuation hierarchies are recognized when occurred, or when there are changes in the prevailing circumstances requiring the transfer.

Between December 31, 2014 and September 30, 2015, there have been no significant changes in business or economic circumstances affecting the fair value of the Group’s financial assets and liabilities (either measured at fair value or amortized cost).

In addition, no transfer has occurred among the different hierarchies used to determine the fair value of the Group’s financial instruments.

4.c. Fair value of financial assets and financial liabilities measured at amortized cost

The estimated fair value of loans, considering unadjusted listed prices (Level 1) for Negotiable Obligations and interest rates offered to the Group (Level 3) in connection with the remainder of loans, amounted to 76,655 and 53,108 as of September 30, 2015 and December 31, 2014, respectively.

The fair value of the following financial assets and financial liabilities do not differ significantly from their book value:

 

•

Other receivables

 

•

Trade receivables

 

•

Cash and equivalents

 

•

Accounts payable

 

•

Provisions

 

11

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5. SEGMENT INFORMATION

There has been no change in the Group’s structure, its business segments or its financial reporting information criteria with respect to the Annual Consolidated Financial Statements.

 

		Exploration and Production				Downstream				Corporate and Other				Consolidation Adjustments(1)				Total
For the nine-month period ended September 30, 2015
Revenues from sales			11,693				102,600				897				—				115,190
Revenues from intersegment sales			46,930				1,232				4,336				(52,498	)			—
Revenues			58,623				103,832				5,233				(52,498	)			115,190
Operating income (loss)			6,965				8,881				(1,478	)			1,310				15,678
Gains (loss) on investments in companies			(2	)			54				—				—				52
Depreciation of fixed assets			16,444				2,249				268				—				18,961
Acquisitions of fixed assets			35,368				6,257				1,180				—				42,805
Assets			159,104				80,497				18,683				(1,613	)			256,671
For the nine-month period ended September 30, 2014
Revenues from sales			6,357				97,316				530				—				104,203
Revenues from intersegment sales			44,604				1,080				3,712				(49,396	)			—
Revenues			50,961				98,396				4,242				(49,396	)			104,203
Operating income (loss)			10,781				9,238				(1,190	)			(451	)			18,378
Gains (loss) on investments in companies			(7	)			68				—				—				61
Depreciation of fixed assets			11,664				1,770				226				—				13,660
Acquisitions of fixed assets(2)			28,395				5,144				825				—				34,364
For the year ended December 31, 2014
Assets			126,228				68,509				16,356				(2,539	)			208,554

 

(1)	Correspond to the elimination of income between segments of the YPF group.

(2)

Investments in fixed assets net of increases corresponding to YSUR Group in Argentina at acquisition date (see Note 13 of the Annual Consolidated Financial Statements), Puesto Hernández and Las Lajas joint operations and La Ventana agreement contracts at acquisition date of the additional interest (see Note 5 of the Annual Consolidated Financial Statements).

 

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6. ANALYSIS OF THE MAIN ACCOUNTS OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

6.a) Intangible assets:

Changes in Group’s intangible assets for the nine-month period ended September 30, 2015 and comparative information are as follows:

 

		2015
		Cost
Main account		At beginning of year				Increases				Translation effect				Decreases and reclassifications				At the end of period
Service concessions			5,707				443				601				(36	)			6,715
Exploration rights			1,975				68				185				(142	)			2,086
Other intangibles			2,607				75				279				(2	)			2,959
Total 2015			10,289				586				1,065				(180	)			11,760
Total 2014			6,597				3,425	(1)			1,993				(1,564	)(1)			10,451

 

		2015																								2014
		Amortization
Main account		At beginning of year				Increases				Translation effect				Decreases and reclassifications				At the end of period				Net book value 09-30				Net book value 09-30				Net book value 12-31
Service concessions			3,475				125				363				(6	)			3,957				2,758				2,018				2,232
Exploration rights			150				—				2				—				152				1,934				2,557				1,825
Other intangibles			2,271				100				247				—				2,618				341				280				336
Total 2015			5,896				225				612				(6	)			6,727				5,033
Total 2014			4,151				250				1,232				(37	)			5,596								4,855				4,393

 

(1)	Includes 2,784 of acquisitions corresponding to YSUR Group in Argentina at the time of the takeover and 1,538 of disposal of assets for the transfer of areas to Pluspetrol S.A. See Note 13 to the Annual Consolidated Financial Statements.

6.b) Fixed assets:

 

		September 30, 2015				December 31, 2014
Net book value of fixed assets			194,394				157,243
Provision for obsolescence of materials and equipment			(347	)			(313	)
			194,047				156,930

 

13

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Changes in Group’s fixed assets for the nine-month period ended September 30, 2015 and comparative information are as follows:

 

		2015
		Cost
Main account		At beginning of year				Increases				Translation effect				Decreases and reclassifications				At the end of period
Land and buildings			9,084				11				884				119				10,098
Mineral property, wells and related equipment			265,376				215				28,215				22,171				315,977
Refinery equipment and petrochemical plants			42,081				7				4,397				1,679				48,164
Transportation equipment			2,160				4				209				206				2,579
Materials and equipment in warehouse			8,241				6,136				883				(4,871	)			10,389
Drilling and work in progress			45,051				34,003				4,622				(22,333	)			61,343
Exploratory drilling in progress(2)			1,781				2,034				214				(1,532	)			2,497
Furniture, fixtures and installations			3,314				13				342				106				3,775
Selling equipment			5,520				—				645				1,298				7,463
Infrastructure for natural gas distribution			2,722				173				—				(4	)			2,891
Electric power generation facilities			1,567				1				—				(19	)			1,549
Other property			5,502				208				589				13				6,312
Total 2015			392,399				42,805				41,000				(3,167	)			473,037
Total 2014			258,603				40,912	(3)(5)			74,078				(2,837	)(4)			370,756

 

		2015																								2014
		Depreciation
Main account		At beginning of year				Increases				Translation effect				Decreases and reclassifications				At the end of period				Net book value 09-30				Net book value 09-30				Net book value 12-31
Land and buildings			3,779				154				366				(4	)			4,295				5,803				5,225				5,305
Mineral property, wells and related equipment			192,170				16,311				20,362				6				228,849				87,128	(1)			62,539	(1)			73,206	(1)
Refinery equipment and petrochemical plants			24,842				1,615				2,618				(12	)			29,063				19,101				16,126				17,239
Transportation equipment			1,455				156				144				(43	)			1,712				867				659				705
Materials and equipment in warehouse			—				2				—				—				2				10,387				7,760				8,241
Drilling and work in progress			—				—				—				—				—				61,343				45,040				45,051
Exploratory drilling in progress(2)			—				—				—				—				—				2,497				1,778				1,781
Furniture, fixtures and installations			2,817				182				285				—				3,284				491				532				497
Selling equipment			4,215				241				442				—				4,898				2,565				1,356				1,305
Infrastructure for natural gas distribution			1,116				53				—				(2	)			1,167				1,724				1,661				1,702
Electric power generation facilities			1,171				83				—				—				1,254				295				418				396
Other property			3,591				164				366				(2	)			4,119				2,193				1,757				1,815
Total 2015			235,156				18,961				24,583				(57	)			278,643				194,394
Total 2014			164,941				13,660				47,427				(123	)(4)			225,905								144,851				157,243

 

(1)	Includes 6,268, 4,338 and 6,343 of mineral property as of September 30, 2015 and September 30, and December 31, 2014, respectively.

(2)

As of September 30, 2015, there are 55 exploratory wells in progress. During the nine-month periods then ended 36 wells have been started, 23 wells have been charged to exploration expenses and 13 wells have been transferred to properties with proven reserves in the Mineral property, wells and related equipment account.

(3)	Includes 858 and 210 of acquisitions corresponding to the joint operations Puesto Hernández and Las Lajas, respectively, and 11 corresponding to the La Ventana agreement, on the date of acquisition of the additional equity interest.

(4)	Includes a residual value of 32 charged against provisions for fixed assets for the nine-month period ended September 30, 2014.

(5)	Includes 5,469 of acquisitions corresponding to YSUR Group in Argentina at the acquisition date. See Note 13 to the Annual Consolidated Financial Statements.

 

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As described in Note 1.b.6 to the Annual Consolidated Financial Statements, the Group capitalizes the financial cost as a part of the cost of the assets. For the nine-month periods ended on September 30, 2015 and 2014 the rate of capitalization were 12.00% and 12.30%, respectively, and the capitalized amount were 702 and 412 respectively, for the periods above mentioned.

Set forth below is the evolution of the provision for obsolescence of materials and equipment for the nine-month periods ended on September 30, 2015 and 2014:

 

		For the nine-month period ended September 30,
		2015				2014
Amount at beginning of year			313				166
Increase charged to expenses			2				1
Decreases charged to income			—				(4	)
Amounts incurred			—				(32	)
Translation differences			32				45
Amount at end of period			347				176

6.c) Investments in companies:

 

		September 30,				December 31,
		2015				2014
Investments in companies (Notes 7 and 15)			3,321				3,189
Provision for reduction in value of holdings in companies			(12	)			(12	)
			3,309				3,177

6.d) Inventories:

 

		September 30,				December 31,
		2015				2014
Refined products			8,554				7,720
Crude oil and natural gas			4,631				4,187
Products in process			116				99
Construction works in progress for third parties			59				271
Raw materials and packaging materials			1,071				724
			14,431	(1)			13,001	(1)

 

(1)	As of September 30, 2015 and December 31, 2014, the fair value of the inventories does not differ, significantly, from their cost.

6.e) Other receivables:

 

		September 30, 2015								December 31, 2014
		Noncurrent				Current				Noncurrent				Current
Trade			—				154				—				664
Tax credit and export rebates			136				3,061				130				1,066
Trust contributions—Obra Sur			34				18				56				22
Loans to clients and balances with related parties(1)			365				1,634				231				53
Collateral deposits			231				733				528				435
Prepaid expenses			46				488				39				451
Advances and loans to employees			7				273				7				299
Advances to suppliers and custom agents(2)			—				1,899				—				2,224
Receivables with partners in Joint Operations and other agreements			847				1,746				612				764
Insurance receivables (Note 11.b)			—				562				—				1,068
Miscellaneous			179				539				95				227
			1,845				11,107				1,698				7,273
Provision for other doubtful accounts			(12	)			(105	)			(7	)			(103	)
			1,833				11,002				1,691				7,170

 

(1)	See Note 12 for additional information about related parties.

(2)	Includes among others, advances to customs agents for the payment of taxes and import rights related to the imports of fuels and goods.

 

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6.f) Trade receivables:

 

		September 30, 2015								December 31, 2014
		Noncurrent				Current				Noncurrent				Current
Accounts receivable and related parties(1)			342				16,328				26				13,037
Provision for doubtful trade receivables			—				(734	)			(7	)			(866	)
			342				15,594				19				12,171

 

(1)	See Note 12 for additional information about related parties.

Changes in the provision for doubtful trade receivables

 

		For the nine-month period ended September 30,
		2015								2014
		Noncurrent				Current				Noncurrent				Current
Amount at beginning of year			7				866				6				652
Increases charged to expenses			—				267				—				140
Decreases charged to income			—				(384	)			—				(24	)
Amounts incurred			(7	)			(17	)			—				—
Translation differences			—				2				2				51
Amount at the end of period			—				734				8				819

6.g) Cash and cash equivalents:

 

		September 30,				December 31,
		2015				2014
Cash			9,195				6,731
Short-term investments			1,091				1,492
Financial assets at fair value through profit or loss			571				1,535
			10,857				9,758

6.h) Provisions:

 

																		Provision for
		Provision for pending																hydrocarbon wells
		lawsuits and								Provision for								abandonment
		contingencies								environmental liabilities								obligations								Provision for pensions
		Noncurrent				Current				Noncurrent				Current				Noncurrent				Current				Noncurrent				Current
Amount as of December 31, 2014			7,014				851				1,269				1,145				18,087				376				194				27
Increases charged to expenses			812				79				541				—				1,204				—				14				—
Decreases charged to income			(177	)			(91	)			—				—				—				—				—				—
Amounts incurred due to payments/ utilization			—				(357	)			—				(641	)			—				(203	)			—				(46	)
Translation differences			467				63				90				36				1,900				37				20				4
Reclassifications and other			(630	)			422				(579	)			579				(232	)			198				(46	)			46
Amount as of September 30, 2015			7,486				967				1,321				1,119				20,959				408				182				31
																		Provision for
		Provision for pending																hydrocarbon wells
		lawsuits and								Provision for								abandonment
		contingencies								environmental liabilities								obligations								Provision for pensions
		Noncurrent				Current				Noncurrent				Current				Noncurrent				Current				Noncurrent				Current
Amount as of December 31, 2013			5,020				159				764				926				13,220				289				168				22
Increases charged to expenses			910				9				630				—				992				2				8				—
Decreases charged to income			(160	)			(35	)			(4	)			—				—				—				—				—
Increase from subsidiaries acquisition			20				—				21				2				724				14				—				—
Increase from joint operation interest acquisition			—				—				—				—				339				153				—				—
Amounts incurred due to payments/utilization			—				(1,001	)			—				(425	)			—				(143	)			—				(11	)
Translation differences			876				18				159				78				2,160				47				55				6
Reclassifications and other			(1,000	)			1,000				(458	)			458				(43	)			43				(11	)			11
Amount as of September 30, 2014			5,666				150				1,112				1,039				17,392				405				220				28

 

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6.i) Income tax:

According to IAS 34, income tax expense is recognized in each interim period based on the best estimate of the effective income tax rate expected as of the year-end. Amounts calculated for income tax expense for the nine-month period ended September 30, 2015 may have to be adjusted in subsequent periods if, based on new judgment elements, the estimate of the effective expected income tax rate changes.

The reconciliation of pre-tax income included in the condensed interim consolidated statement of comprehensive income, at the statutory tax rate, to the income tax as disclosed in the condensed interim consolidated statements of comprehensive income for the nine-month periods ended September 30, 2015 and 2014, respectively, is as follows:

 

		For the nine-month period
		ended September 30,
		2015				2014
Net income before income tax			13,721				21,887
Statutory tax rate			35	%			35	%
Statutory tax rate applied to net income before income tax			(4,802	)			(7,660	)
Effect of the valuation of fixed assets and intangible assets measured in functional currency			(5,589	)			(10,573	)
Exchange differences			3,480				5,396
Effect of the valuation of inventories measured in functional currency			(582	)			(1,203	)
Loss from investments in companies			18				21
Miscellaneous			45				(319	)
Income tax expense			(7,430	)			(14,338	)

The Group did not recognize deferred income tax assets amounting to 3,714 and 3,511 as of September 30, 2015 and December 31, 2014, respectively, from which 1,728 and 1,953 corresponds to taxable temporary differences not recoverable and 1,986 and 1,558 corresponds to tax loss carry forwards from a foreign subsidiary, since they do not meet the recognition criteria set forth under IFRS. From the tax loss carry forwards above mentioned, as of September 30, 2015, 444 will be due as from 2020, 1,516 from 2032 and 26 have an indefinite due date.

The composition of the Group’s deferred income tax assets and liabilities as of September 30, 2015 and December 31, 2014, is as follows:

 

		September 30,				December 31,
		2015				2014
Deferred tax assets
Nondeductible provisions and other liabilities			2,109				2,479
Tax loss carryforward and other tax credits			170				222
Miscellaneous			44				17
Total deferred tax assets			2,323				2,718
Deferred tax liabilities
Fixed assets			(22,525	)			(19,250	)
Miscellaneous			(3,129	)			(2,172	)
Total deferred tax liabilities			(25,654	)			(21,422	)
Net deferred tax liability			(23,331	)			(18,704	)

As of September 30, 2015 and December 31, 2014, 223 and 244, respectively, have been classified as deferred income tax assets and 23,554 and 18,948, respectively, as deferred income tax liabilities arising from the deferred income tax net balance of each individual company that take part in these Condensed Interim Consolidated Financial Statements.

As of September 30, 2015 and December 31, 2014, the causes that generated charges in “Other comprehensive income” did not generate temporary differences subject to income tax.

 

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6.j) Loans:

 

						September 30, 2015								December 31, 2014
		Interest rate (1)		Maturity		Noncurrent				Current				Noncurrent				Current
Argentine Pesos:
Negotiable obligations		20.69-25.75 %		2015-2024			15,165				2,152				10,858				2,329
Loans (3)		15.00-25.63 %		2015-2018			823				923				847				637
Account overdraft		—		—			—				—				—				2,398
							15,988				3,075				11,705				5,364
Currencies other than the Argentine peso:
Negotiable obligations (2)(4)		1.29-10.00 %		2016-2028			40,188				4,647				22,472				1,257
Exports pre-financing		3.50-7.25 %		2015-2018			750				2,586				—				2,428
Imports financing		4.00-7.05 %		2015-2016			—				3,490				—				2,848
Loans		2.00-7.30 %		2015-2020			2,600				1,922				1,853				1,378
							43,538				12,645				24,325				7,911
							59,526				15,720				36,030				13,275

 

(1)	Annual interest rate as of September 30, 2015.

(2)	Disclosed net of 267 and 252, corresponding to YPF’s outstanding Negotiable Obligations repurchased through open market transactions as of September 30, 2015 and December 31, 2014, respectively.

(3)

Includes 763 corresponding to loans granted by Banco Nación Argentina, of which 263 accrue fixed interest rate of 15% until December 2015 and then accrue variable interest of BADLAR plus a spread of 4 percentage points and 500 accrue variable interest of BADLAR plus a spread of 4 percentage points with a maximum lending interest rate of the overall portfolio of Banco Nación. See additionally Note 12.

(4)	Includes 7,193 and 7,129 as of September 30, 2015 and December 31, 2014, respectively, of face value negotiable obligations, to be cancelled in argentine pesos at the prevailing exchange rate according to terms of issued series.

The breakdown of the Group’s borrowings for the nine-month period ended September 30, 2015 and 2014 is as follows:

 

		For the nine-month periods ended
		September 30,
		2015				2014
Amount at beginning of year			49,305				31,890
Proceeds from loans			38,162				19,342
Payments of loans			(17,624	)			(9,012	)
Payments of interest			(4,531	)			(3,215	)
Accrued interest			5,611				4,601
Exchange differences and translation, net			4,323				5,512
Amount at the end of period			75,246				49,118

On February 5, 2015 the General Shareholder’s Meeting of YPF approved an increase of the amount of the Global Medium—Term Notes (“M.T.N.”) Program of the Company for US$ 3,000 million, for a total maximum nominal outstanding amount at any time of the Program of US$ 8,000 million or its equivalent in other currencies.

 

18

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Details regarding the Negotiable Obligations of the Group are as follows:

 

																						September 30, 2015								December 31, 2014
Month		Year		Face value				Ref.		Class		Interest rate (3)						Maturity				Noncurrent				Current				Noncurrent				Current
YPF
-		1998		US$	15			(1)(6)		—		Fixed			10.00	%			2028				61				6				62				2
September		2012		$	1,200			(2)(4)(6)		Class VIII		—			—				—				—				—				—				809
October and December		2012		US$	552			(2)(4)(5)(6)(9)		Class X		Fixed			6.25	%			2016				2,585				2,651				4,690				59
November and December		2012		$	2,110			(2)(4)(6)(9)		Class XI		BADLAR plus 4.25%			24.76	%			2017				1,056				1,126				2,110				70
December and March		2012/3		$	2,828			(2)(4)(6)(9)		Class XIII		BADLAR plus 4.75%			25.52	%			2018				2,828				22				2,828				23
April		2013		$	2,250			(2)(4)(6)(9)		Class XVII		BADLAR plus 2.25%			22.68	%			2020				2,250				88				2,250				89
April		2013		US$	59			(2)(5)(6)		Class XVIII		—			—				—				—				—				—				502
April		2013		US$	89			(2)(5)(6)		Class XIX		Fixed			1.29	%			2017				834				2				757				2
June		2013		$	1,265			(2)(4)(6)		Class XX		BADLAR plus 2.25%			23.01	%			2020				1,265				10				1,265				11
July		2013		US$	92			(2)(5)(6)		Class XXII		Fixed			3.50	%			2020				454				117				515				107
October		2013		US$	150			(2)(6)		Class XXIV		LIBOR plus 7.50%			7.77	%			2018				662				340				825				311
October		2013		$	300			(2)(6)		Class XXV		—			—				—				—				—				—				314
December and February		2013/5		US$	762			(2)		Class XXVI		Fixed			8.88	%			2018				7,041				177				4,899				16
April and February		2014/5		US$	1,325			(2)		Class XXVIII		Fixed			8.75	%			2024				12,418				272				8,501				180
March		2014		$	500			(2)(6)(9)		Class XXIX		BADLAR			20.69	%			2020				500				7				500				7
March		2014		$	379			(2)(6)		Class XXX		BADLAR plus 3.50%			24.22	%			2015				—				384				—				384
June		2014		$	201			(2)(6)		Class XXXI		—			—				—				—				—				—				205
June		2014		$	465			(2)(6)		Class XXXII		BADLAR plus 3.20%			23.92	%			2016				—				314				155				316
June		2014		US$	66			(2)(5)(6)		Class XXXIII		Fixed			2.00	%			2017				207				414				563				1
September		2014		$	1,000			(2)(6)(9)		Class XXXIV		BADLAR plus 0.10%			20.83	%			2024				1,000				4				1,000				54
September		2014		$	750			(2)(4)(6)		Class XXXV		BADLAR plus 3.50%			24.23	%			2019				750				3				750				47
February		2015		$	950			(2)(9)		Class XXXVI		BADLAR plus 4.74%			25.37	%			2020				950				34				—				—
February		2015		$	250			(7)(2)		Class XXXVII		BADLAR plus 3.49%			25.75	%			2017				250				9				—				—
April		2015		$	935			(2)(4)		Class XXXVIII		BADLAR plus 4.75%			25.31	%			2020				935				113				—				—
April		2015		US$	1,500			(2)		Class XXXIX		Fixed			8.50	%			2025				14,011				506				—				—
July		2015		$	500			(2)		Class XL		BADLAR plus 3.49%			23.74	%			2017				500				25				—				—
September		2015		$	1,900			(2)(9)		Class XLI		BADLAR			21.69	%			2020				1,900				8				—				—
September		2015		$	981			(2)(4)		Class XLII		BADLAR plus 4.00%			25.69	%			2020				981				5				—				—
Metrogas
January		2013		US$	177					Series A-L		Fixed			8.88	%			2018				1,359				37				1,186				1
January		2013		US$	18					Series A-U		Fixed			8.88	%			2018				131				4				120				—
Gas Argentino
March		2013		US$	57			(8)		Series A-L		Fixed			8.88	%			2016				417				121				347				76
March		2013		US$	1			(8)		Series A-U		Fixed			8.88	%			2016				8				—				7				—
																							55,353				6,799				33,330				3,586

 

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(1)	Corresponds to the 1997 M.T.N. Program for US$1,000 million.

(2)	Corresponds to the 2008 M.T.N. Program for US$ 8,000 million.

(3)	Interest rate as of September 30, 2015.

(4)	The ANSES and/or the Fondo Argentino de Hidrocarburos have participated in the primary subscription of these negotiable obligations, which may at the discretion of the respective holders, be subsequently traded in the securities market where these negotiable obligations are authorized to be traded

(5)	The payment currency of these Negotiable Obligations is the Argentine Peso at the Exchange rate applicable under the terms of the series issued.

(6)	As of the date of issuance of these financial statements, the Company has fully complied with the use of proceeds disclosed in the pricing supplements.

(7)

Until the course of twelve months since the date of issuance and liquidation to a fixed nominal annual rate of 25.75%; and from the course of twelve months since the date of issuance and liquidation and until the date of maturity of the negotiable obligations to a variable nominal annual rate of BADLAR plus 3.49%.

(8)	The expiration date of the original capital is December 2015, with the possibility of being extended to December 2016, if certain conditions are fulfilled (see Note 2.i to the Annual Consolidated Financial Statements).

(9)	Negotiable Obligations classifying as productive investment , computable as such for purposes of subsection 35.8.1, paragraph K of General Regulations applicable to Insurance Activities issued by the Argentine Insurance Supervision Bureau.

6.k) Accounts payable:

 

		September 30, 2015								December 31, 2014
		Noncurrent				Current				Noncurrent				Current
Trade and related parties (1)			124				30,034				66				28,522
Investments in companies with negative shareholders’ equity			—				2				—				2
Extension of Concessions			480				131				332				884
Guarantee deposits			7				451				—				418
Miscellaneous			110				335				168				580
			721				30,953				566				30,406

 

(1)	For more information about related parties, see additionally Note 12.

6.l) Revenues:

 

		For the nine-month periods ended September 30,
		2015				2014
Sales (1)			117,966				107,746
Production incentive program (Note 11.c)			1,153				—
Revenues from construction contracts			362				414
Turnover tax			(4,291	)			(3,957	)
			115,190				104,203

 

(1)

Includes 9,112 and 5,848 for the nine-month period ended on September 30, 2015 and 2014, respectively, associated with revenues related to the natural gas additional injection stimulus program created by Resolution 1/2013 of the Planning and Strategic Coordination Commission of the National Plan of Hydrocarbons Investment.

6.m) Cost of sales:

 

		For the nine-month periods ended
		September 30,
		2015				2014
Inventories at beginning of year			13,001				9,881
Purchases for the period			25,616				25,515
Production costs			61,380				49,116
Translation effect			1,190				2,657
Inventories at end of period			(14,431	)			(12,361	)
Cost of sales			86,756				74,808

 

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6.n) Expenses:

 

		For the nine-months periods ended September 30,
		2015																				2014
		Production				Administrative				Selling				Exploration
		costs				expenses				expenses				expenses				Total				Total
Salaries and social security taxes			5,332				1,462				881				158				7,833				5,665
Fees and compensation for services			533				941	(2)			194				15				1,683				1,535
Other personnel expenses			1,678				200				85				31				1,994				1,406
Taxes, charges and contributions			1,109				176				2,265				—				3,550	(1)			4,262	(1)
Royalties, easements and canons			8,636				—				11				22				8,669				6,755
Insurance			652				31				45				—				728				540
Rental of real estate and equipment			2,354				21				290				1				2,666				2,139
Survey expenses			—				—				—				295				295				194
Depreciation of fixed assets			18,322				213				423				3				18,961				13,660
Amortization of intangible assets			128				82				15				—				225				250
Industrial inputs, consumable materials and supplies			2,726				23				62				1				2,812				2,466
Operation services and other service contracts			5,323				175				392				—				5,890				4,753
Preservation, repair and maintenance			9,343				176				257				13				9,789				8,087
Unproductive exploratory drillings			—				—				—				1,103				1,103				687
Transportation, products and charges			3,429				17				2,704				—				6,150				5,081
Provision for doubtful trade receivables			—				—				(110	)			—				(110	)			116
Publicity and advertising expenses			—				243				111				—				354				330
Contractual commitments			33				—				—				—				33				69
Fuel, gas, energy and miscellaneous			1,782				97				440				118				2,437				2,754
Total 2015			61,380				3,857				8,065				1,760				75,062
Total 2014			49,116				3,116				7,287				1,230								60,749

 

(1)	Includes approximately 1,004 and 1,394 corresponding to hydrocarbon export withholdings for the nine-month periods ended September 30, 2015 and 2014, respectively.

(2)

Includes 106 of YPF’s Directors and Statutory Auditor’s fees and remunerations for all concepts. On April 30, 2015, the General Ordinary and Extraordinary Shareholder’s meeting of YPF decided to ratify fees for the year 2014 for 123 and decided to approve as fees and remunerations for all concepts in advance for the year 2015 the sum of approximately 146.

The expense recognized in the condensed interim consolidated statements of comprehensive income related to research and development activities during the nine-month periods ended September 30, 2015 and 2014 amounted to 176 and 137, respectively.

 

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6.o) Other operating results, net:

 

		For the nine-month periods ended September 30,
		2015				2014
Lawsuits			(373	)			(276	)
Temporary economic assistance (1)			562				—
Sale of extension of “La Ventana” concession agreement			—				359
Construction incentive(2)			505				221
Miscellaneous			232				312
			926				616

 

(1)	Corresponds to the temporary economic assistance received by Metrogas S.A. ordered by the Argentine Energy Secretariat in Resolution No. 263/2015 for the nine-month period ended September 30, 2015 (see Note 11.c).

(2)	Corresponds to the incentive to Argentine manufacturers of capital goods received by A-Evangelista S.A. under the provisions of Executive Order No. 379/2001 of the Argentine Ministry of Economy, for the nine-month period ended September 30, 2015.

7. INVESTMENTS IN COMPANIES AND JOINT OPERATIONS

The Group does not participate in subsidiaries with significant non-controlling interest. Furthermore, no investments in companies or joint operations are deemed individually material.

The following table shows in aggregate, considering that none of the companies are individually material, the amount of investments in companies and joint ventures as of September 30, 2015 and December 31, 2014:

 

		September 30,				December 31,
		2015				2014
Amount of investments in affiliated companies			977				757
Amount of investments in joint ventures			2,344				2,432
Provision for reduction in value of holdings in companies			(12	)			(12	)
			3,309				3,177

Investments in companies with negative shareholders’ equity are disclosed in “Accounts payable”.

The main changes that affected the amount of the investments previously mentioned, during the nine-month periods ended on September 30, 2015 and 2014, are the following:

 

		For the nine-month periods
		ended on September 30,
		2015				2014
Amount at the beginning of year			3,177				2,124
Acquisitions and contributions			163				94
Loss from investments in companies and joint ventures			52				61
Translation difference			198				434
Reclassification of investments in companies with negative shareholders’ equity			—				132
Distributed dividends			(281	)			(293	)
Amount at the end of period			3,309				2,552

Note 15 provides information of investments in companies.

The following table shows the main magnitudes of net income (loss) from the Group’s investments in companies, calculated according to the equity method, for the nine-month periods ended on September 30, 2015 and 2014. YPF has made adjustments, where applicable, to the amounts reported by such companies in order to conform the accounting principles used by such companies to those used by the Group:

 

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		Affiliated companies								Joint ventures
		2015				2014				2015				2014
Net income (loss)			88				(148	)			(36	)			209
Other comprehensive income			9				17				189				417
Comprehensive income for the period			97				(131	)			153				626

Additionally, the Group participates in Joint Operations which give to the Group a contractually-established percentage over the rights of the assets and obligations that emerge from the contracts. Interest in such Joint Operations have been consolidated line by line on the basis of the mentioned interest over the assets, liabilities, income and expenses related to each contract.

The assets and liabilities as of September 30, 2015 and December 31, 2014, and main magnitude of results for the nine-month periods ended on September 30, 2015 and 2014 of the Joint Operations and other agreements are detailed below:

 

		September 30,				December 31,
		2015				2014
Noncurrent assets			31,249				22,439
Current assets			1,238				1,295
Total assets			32,487				23,734
Noncurrent liabilities			3,614				3,129
Current liabilities			4,769				4,609
Total liabilities			8,383				7,738
		For the nine-month periods ended September 30,
		2015				2014
Production cost			9,454				5,832
Exploration expenses			130				474

8. SHAREHOLDERS’ EQUITY

On April 30, 2015, the General Ordinary and Extraordinary Shareholders’ meeting was held, which has approved the financial statements of YPF for the year ended December 31, 2014 and additionally decided the following in relation with the distribution of earnings of fiscal year ended as of December 31, 2014: (i) to appropriate the amount of 120 to a reserve for future acquisition of YPF shares under the “performance and bonus program” mentioned in the Director’s report of the Annual Consolidated Financial Statements as of December 31, 2014, giving to the Board of Directors the opportunity to acquire shares when it considers it convenient and to comply with the commitments assumed and to be assumed in relation with the mentioned program; (ii) to appropriate the amount of 8,410 to constitute a reserve for investment in accordance with the article 70, third paragraph of the Law No. 19,550 of Argentine Corporations as amended; and (iii) the appropriation to a reserve for future dividends in an amount of 503, empowering the Board of Directors to determine the opportunity of payment which should not exceed the end of the present fiscal year. On June 8, 2015, the Board of Directors of the Company resolved to pay a dividend of 1.28 pesos per share, for an amount of 503, which was available to shareholders on July 28, 2015.

9. EARNINGS PER SHARE

As of the date of issuance of these condensed interim consolidated financial statements, YPF has not issued equity instruments that give rise to potential ordinary shares (considering the Company’s intention of setting the share based benefit plans through treasury shares purchase), as a result, the calculation of diluted earnings per share coincides with the basic earnings per share.

 

23

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The following table shows the net income and the number of shares that have been used for the calculation of the basic earnings per share:

 

		For the nine-month periods
		ended on September 30,
		2015				2014
Net income			6,274				7,619
Average number of shares outstanding			392,214,430				392,193,525
Basic and diluted earnings per share			16.00				19.43

Basic and diluted earnings per share are calculated as shown in Note 1.b.14 to the annual consolidated financial statements as of December 31, 2014.

10. PROVISIONS FOR PENDING LAWSUITS, CLAIMS AND ENVIROMENTAL LIABILITES

Provisions for pending lawsuits, claims and environmental liabilities are described in Note 3 to the annual consolidated financial statements for the year ended December 31, 2014. As of September 30, 2015, the Group has accrued pending lawsuits, claims and contingencies which are probable and can be reasonably estimated, amounting to 8,453.

In relation to environmental obligations, and in addition to the hydrocarbon wells abandonment legal obligations for 21,367, as of September 30, 2015, the Group has accrued 2,440 corresponding to environmental remediation, which evaluations and/or remediation works are probable and can also be reasonably estimated, based on the Group’s existing remediation program.

Developments during the nine-month period ended September 30, 2015, concerning more significant pending lawsuits and contingencies are described below.

 

•

With respect to arbritation with AES Uruguaiana Emprendimientos S.A. (“AESU”), on April 24, 2015, the Arbitration Tribunal resolved to resume the arbitration process and invited the parties to discuss the continuation of arbitration and to file with the Arbitration Tribunal a joint or separate proposal on steps to be followed. Such decision was notified by YPF to the Federal Court of Appeals hearing Administrative Litigation matters on April 27, 2015, since the precautionary measure suspending the arbitration process ordered by the latter is still in force. On June 22, 2015 the Arbitration Tribunal proposed to conduct the evidentiary hearings concerning damages stage on November 16 and 17, 2015.

With respect to the legal action filed by AESU in Uruguay, on July 16, 2015 the Administrative Claims Court No. 3 rejected one of the letters rogatory whereby AESU attempted to file a nullity action of the Arbitration Board’s resolution which provided for the stay of the arbitration proceeding. On September 4, 2015, AESU filed an appeal.

 

•

Under the arbitration process filed by Nación Fideicomisos S.A. (“NAFISA”) against YPF demanding payment of the transportation charges to Uruguaiana, as evidenced in the transportation invoices claimed by TGN on September 29, 2015, the Supreme Court sustained YPF’s appeal and revoked the resolution of the Administrative Claims Court, Division IV, asserting that ENARGAS is not a competent authority to hear this matter, given that the parties are not subject to the Gas Law.

 

24

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•

In relation to the Passaic River litigation initiated by New Jersey Department of Environmental Protection (“DEP”) against YPF, YPF Holding Inc. and other subsidiaries on alleged contamination caused by dioxin and other hazardous substances from Newark plant and alleged contamination of lower Passaic River, on March 26, 2015, a new presiding judge was appointed for the case (Hon. Gary Furnari). On April 15, 2015, Occidental Chemical Corporation (“OCC”) served Maxus with an indemnity demand letter asserting that Maxus is obligated to indemnify OCC under the 1986 SPA with respect to the counter-claims asserted by Repsol against OCC, which seek to recover from OCC the US$ 65 million payment made by Repsol to New Jersey State under the settlement agreement. Maxus replied to OCC on April 28, 2015 reserving all arguments and defenses regarding the 1986 SPA’s indemnification provisions.

Furthermore, scheduled dates were changed by “Case Management Order XXVI” dated March 9, 2015 and the Case Management Order XXVII dated July 1, 2015 under which the new judge extended the deadline to complete all expert discovery until January 29, 2016, established a briefing schedule pursuant to which summary judgment will not be decide until late April or early May 2016, at the earliest, and included a provision that trial shall be scheduled in June 2016. Depositions of witnesses residing in the US and abroad began in December 2014 in accordance with the Case Management Order XXV. Since that time about forty witnesses have been deposed, including the corporate representatives of all the parties. The issues being explored include Track IV (the alter-ego and fraudulent transfers of assets) and Track III (indemnity claims filed by OCC against Maxus). Depositions of witnesses were completed in October 2015.

While Case Management Order XXVII provided that motions for summary judgment could be filed until March 4, 2016, the Special Master authorized the parties to file briefs specifying any issue in respect of which each party believed, that the court should authorize early summary judgment motions.

YPF has requested for and obtained an authorization to file a request regarding three issues: 1) dismissal of the portion of OCC’s claims for alter ego liability, based on the financing of YPF’s acquisition of Maxus shares in 1995; 2) dismissal of the portion of OCC’s liability claims based on the alleged “control” by YPF of Maxus Board of Directors decision, in 1996, to sell its subsidiaries in Bolivia and Venezuela to YPF International; and 3) dismissal of the portion of OCC’s claims for alter ego liability, based on the transfer of Maxus’ assets from 1995 through 1999.

OCC has requested for and obtained an authorization to file a motion against Maxus in relation to OCC’s claim to recover the amount of US$ 190 million paid to the State of New Jersey under the settlement agreement. In addition, OCC has also been authorized to file a request for a partial summary judgment dismissing the above mentioned cross complaints of Repsol.

Repsol has requested for and obtained authorization to file a motion against OCC to dismiss alter ego arguments, to the extent that OCC claim is based on prescribed claims for fraudulent transfers. Moreover, Repsol will seek the dismissal of the cross claims of OCC based on the following grounds: 1) OCC cannot prove that it has suffered damages due a failure to perform an agreement; and 2) OCC cannot prove that Repsol has caused any damage even if a non-performance occurred, because OCC has alleged that Maxus became insolvent before Repsol acquired YPF in 1999.

Finally, Maxus has requested for and obtained authorization to file a request for partial summary judgment against OCC to dismiss the claims for damages filed by OCC regarding costs not yet incurred by OCC.

 

25

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Per the time schedule set by the Special Master, all parties filed their respective briefs in support of motions for early summary judgment on November 2, 2015. Opposition briefs must be filed on November 20 and replies to answers on November 27, 2015. Upon the Special Master’s decision, the parties may appeal such decision before Judge Furnari.

In addition, on October 23, YPF received a copy of the six reports produced by OCC under the expert’s evidence. Three of them are meant as evidence of the circumstances stated by OCC under Track III, and the other three are meant as defense of OCC position under Track IV.

OCC has requested for authorization to submit a motion to amend its second amendment to its complaint on September 25, 2015. OCC sought to add claims against YPF and Repsol regarding the alleged fraudulent transfers with its contractual right under the SPA. The Special Master authorized OCC to file the motion on October 13, 2015 and ordered the same time schedule applicable to motions for summary judgment.

 

•

With respect to the second draft of the Focused Feasibility Study (“FFS”) the U.S. Environmental Protection Agency (“EPA”) made additional remarks to the “In-Eco” project Works Proposal in March 2015, which were answered by Tierra Solutions, Inc. (“TS”) during the second semester of 2015. In September 2015, a meeting was held between TS, its experts and the EPA, during which the final matters were decided upon and laboratory studies were estimated to commence in early 2016.

In October 2015, the U.S. Government Accountability Office (“GAO”) advised Maxus, Tierra and OCC that it had commenced a study on some “Superfund” sites affected with sediments, including the Lower Section of the Passaic River, at the request of the Committee of Environmental Matters and Public Works of the Senate of the United States. The GAO plans to talk to EPA project managers, representatives of the community and potentially responsible parties (“PRP”). With the information now available it is not possible to determine if GAO’s review will have any effect on the term for the rendering of the Record of Decision (“ROD”) related to the FFS.

 

•

With regard to the Removal Action for the Mile 10.9 of the Passaic River, the Focused Feasibility Study (“FFS”) published on April 11, 2014 provided that Phase II of the removal action shall be implemented in a consistent manner with such FFS. On September 18, 2014, EPA requested that Tierra Solutions, Inc.

(“TS”) submit a work plan to conduct additional sampling of the Phase II area. Such sampling was completed in the first quarter of 2015, and it is anticipated that TS will submit the validated results to the US Environmental Protection Agency (“EPA”) during the fourth quarter of 2015.

 

•

Regarding the lower 17 miles of the Passaic River, it is predicted that the Remedial Investigation / Feasibility Study (“RI/FS”) is expected to be completed in 2016 or later.

The CPG (“Cooperation Group Parties”) submitted a draft project of the above mentioned RI/FS during the first semester of 2015. Separate sections were submitted over a four month period from February to July 2015. Certain sections of the modeling works have not been submitted as of September 30, 2015. The CGP documents offers potential alternatives to the EPA FFS (which comprises the lower 8 miles of the Passaic River). The EPA may or may not consider this report, as they continue to address comments to the above mentioned FFS. As of the date of these condensed interim consolidated financial statements, the EPA has made no remarks.

 

•

With regard to the complaint brought by Ruby Mhire and others against Maxus and other third parties, in June 2015, Maxus made one last installment payment in the amount of US$ 1 million, with which it has no further payment obligations. However, it still has to carry out the site remediation which is expected to be completed in December 2015. The agreed site remediation works commenced in the third quarter and are expected to be completed in early 2016.

 

26

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11. CONTINGENT LIABILITIES, CONTINGENT ASSETS, CONTRACTUAL COMMITMENTS, MAIN REGULATIONS AND OTHERS

Contingent liabilities, contingent assets, contractual commitments, main regulations and others are described in Note 11 to the annual consolidated financial statements for the year ended December 31, 2014. Developments during the nine-month period ended September 30, 2015 concerning the above are detailed below.

 

a)

Contingent Liabilities

 

•

Concerning court claims brought by the Asociación de Superficiarios de la Patagonia (“ASSUPA”) against concessionaires of the areas of the Northwest Basin, currently all terms to file answers have been stayed by reason of a request from the Company. In addition, Pan American Energy filed a motion to disqualify the judge hearing the case and therefore, court proceedings were referred to Federal Court No. 2 sitting in Salta for a decision thereon to be rendered.

 

•

On November 2, the Company was given notice of the complaints filed by ASSUPA against concession holders of the areas of the Austral Basin. The Company requested the stay of the relevant term until the plaintiff produces all items of documentary evidence they intend to submit under the proceedings.

 

•

On April 8, 2015 Petersen Energía Inversora, S.A.U and Petersen Energía, S.A.U. (jointly, “Petersen”), a former shareholder of YPF, filed a complaint against the Argentine Republic and YPF with the U.S. District Court for the Southern District of New York. The litigation is being conducted by the bankruptcy trustee of the aforesaid companies by reason of a liquidation process pending in a Commercial Court in Spain. The complaint contains claims related to the expropriation of the controlling interest of Repsol in YPF by the Argentine Republic in 2012, asserting that the obligation by the Argentine Republic to make a purchase offer to the remaining shareholders would have been triggered. Claims seem to be mainly grounded on allegations that the expropriation breached contract obligations contained in the initial public offering and bylaws of YPF and seeks unspecified compensation. The Company filed a motion to dismiss on September 8, 2015, the date which was set as a result of the extension of the term provided for by the Court.

Based on the available information related to the complaint, YPF believes that the claim against the Company lacks of legal merit and will strongly defend its interests. Finally, as of the date of these condensed interim consolidated financial statements, there exists no element in possession of the Company that may permit YPF quantify the possible impact of this claim over the Company.

 

•

On September 18, 2015, Metrogas S.A. was made aware of petitions for bankruptcy, filed by Pan American Sur S.A., Pan American Fueguina S.A. and Pan American Energy LLC Sucursal Argentina, which are being heard by Argentine First Instance Court No. 26 in Commercial Matters, Division No. 51 of Buenos Aires City. As of the date of these condensed interim consolidated financial statements, Metrogas has not received any notice regarding said court files, despite of which it shall take all necessary action for an appropriate defense of its rights.

 

27

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b)

Contingent Assets

 

•

La Plata Refinery:

Regarding Coke A and Topping C units at YPF’s facilities in La Plata refinery, YPF has concluded the procedure to recover the damages regarding its loss against the insurance company.

The period under which compensation for the loss of profits was calculated, was extended until January 16, 2015 and the entire compensation for loss of profits was finally paid in June 2015 upon a final payment of US$ 185 million.

The total amount received for this loss amounted to US$ 615 million, of which US$ 227 million were related to property damage and US$ 388 million to loss of profits.

During the nine-month period ended on September 30, 2015, a gain of 523, was recorded in the statement of Comprehensive income, under the captions Revenues and Cost of sales, depending on the nature of the claimed concept.

 

•

Cerro Divisadero:

Concerning the fire that affected the facilities of the Oil Treatment plant of Cerro Divisadero in Mendoza, the Company has selected a reconstruction project after analyzing several technological options and, as of the date of these condensed interim consolidated financial statements, an advance of US$ 60 million has been requested, which will be paid during November 2015, comprising both property damages and loss of production.

During the nine-month period ended on September 30, 2015, the Group has recorded a gain of 562 in the statement of comprehensive income under “Other operating results, net” and “Cost of sales”, based on the nature of the item claimed (property damage and loss of production respectively).

 

c)	Contractual commitments, main regulations and others

 

•

Agreements of project investments

 

•

With respect to the Investment Agreement executed by and between the Company and subsidiaries of Chevron Corporation for joint exploitation of unconventional hydrocarbons in the province of Neuquén, in Loma Campana area, during the nine-month period ended September 30, 2015, the Company and Compañía de Hidrocarburo No Convencional S.R.L. (“CHNC”) have conducted operations, among which purchases of gas and crude oil by YPF for 2,511 can be mentioned. These operations are formalized based on general and regulatory market conditions. The net balance payable to CHNC as of September 30, 2015 amounts to 347.

 

•

As of June 30, 2015, the Company had received within the operation with Dow Europe Holding B.V. and PBB Polisur S.A. by reason of the joint exploitation of the first tranche of unconventional gas pilot project in the province of Neuquén for an amount of US$ 120 million, which was recorded under “Loans” in the condensed interim consolidated statement of financial position. Dow had 90 days from July 22, 2015 to decide whether or not to exercise the conversion option, whereby it would be assigned 50% of the equity interest in the area.

 

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On October 22, 2015, both parties agreed on an Addendum which provides for, among other things, (i) A US$ 60 million increase in the amount to be disbursed by Dow, thus rising it to US$ 180 million, through a financial instrument convertible into a share in the project, for the same purposes and effects as the previous disbursements, i.e., the joint exploitation of a unconventional gas pilot project in the province of Neuquén, and (ii) the extension of the term within which Dow may exercise its conversion option, until December 18, 2015. On October 30, 2015, the Company received the committed additional amounts.

 

•

Regarding the investment agreement between the Company and Petrolera Pampa SA (“Petrolera Pampa”) for the development of hydrocarbons of the Rincón del Mangrullo area (the “Area”) in the province of Neuquén, on May 26, 2015 a supplementary agreement (the “Amendment”) to the investment agreement dated November 6, 2013 was signed.

The Amendment establishes an equity interest of 50% of each of the parties in the entire production, costs and investments for the development of the Area with retroactive effect from January 1, 2015, excluding from the agreement only the formations of Vaca Muerta and Quintuco. Such investments include surface facilities in the area of US$ 150 million, which include the first expansion stage of the treatment facilities, bringing the current capacity of 2 to 4 million cubic meters per day to allow the conditioning and evacuation of future production from the block.

The Amendment also includes the expansion of the investment commitment of Petrolera Pampa in a third investment phase of US$ 22.5 million, for the drilling of additional wells targeting the Mulichinco Formation.

In addition, the Amendment includes an exploratory program for the Lajas Formation, under which Petrolera Pampa is committed to an investment of up to US$ 34 million and YPF up to US$ 6 million for the period 2015-2016. Subject to the results obtained in this period, Petrolera Pampa may choose to continue with a second investment phase in 2017 also for the Lajas Formation, with an additional investment commitment of US$ 34 million.

It should be noted that on July 14, 2015, the conditions required for that Amendment to entry in force were complied with.

As of September 30, 2015, for the first stage of Petrolera Pampa’s commitment, 17 wells were drilled and completed. The second phase provides for an investment of US$ 70 million to drill 15 wells.

 

•

Concerning the Investment Project Agreement (the “Agreement”) entered into on December 10, 2014, by and between the Company and Petronas E&P Argentina S.A. (“PEPASA”), an affiliate of Petronas, for the joint development of a Shale oil pilot project in “La Amarga Chica” area in the province of Neuquen, the agreement provides for an exclusivity period to negotiate and execute a series of final contracts, which will become effective once a series of conditions are complied with.

It should be noted that on May 10, 2015, the conditions required for the entry into force of that Pilot Plan in 2015 were complied with.

As of September 30, two wells of the Pilot Plan were drilled. Upon completion of each annual phase of the Pilot Plan and payment of the relevant contributions, PEPASA shall have the option to abandon the plan, upon delivery of its interest in the concession and payment of accrued liabilities until its exit day (without access to 50% of the production value net of drilled wells until the exercise of its exit right).

 

29

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Upon performance of all the commitments undertaken by the parties in the Pilot Plan stage, each of the parties shall pay for 50% of the work program for area development and shall contribute 50% of the budget under the Joint Operation Agreement.

 

•

On July 16, 2015, the Province of Neuquén, pursuant to executive orders 1536/15 and 1541/15, approved the subdivision of the Bandurria block (465.5 km2) and awarded 100% of the area known as “Bandurria Norte” (107 km2) to Wintershall Energía S.A., 100% of the area known as “Bandurria Centro” (130 km2) to Pan American Energy LLC (Sucursal Argentina) and 100% of the area known as “Bandurria Sur” (228.5 km2) to YPF, awarding to YPF an Unconventional Hydrocarbons Exploitation Concession in Bandurria Sur area, for a 35-year term, with a commitment to develop a pilot plan to be completed in 3 years with a related investment of US$ 360 million.

 

•

On July 10, 2015, the Province of Neuquén agreed to award to both partners, Pan American Energy LLC (Sucursal Argentina) and YPF, pro rata their interests (62.5% and 37.5%, respectively) in the “Lindero Atravesado” joint venture, the right to an Unconventional Hydrocarbons Exploitation Concession for a 35-year term, pursuant to the provisions of sections 27 bis, 35(b) and related sections of Act 17.319, as amended by Act 27.007. As a condition to the award of the above mentioned concession rights, concession holders have agreed to carry out an Unconventional Tight Gas Pilot program within 4 years, beginning on January 1, 2015, with an investment of US$ 590 million. On July 6, 2015, an agreement in this respect was approved by Executive Order 1540/15 of the Neuquén Province.

 

•

Liquid hydrocarbons regulatory requirements

Dated February 3, 2015, the Argentine Republic Official Gazette published the text of Resolution No. 14/2015 passed by the Commission for Planning and Coordination of the Strategy for the National Plan of Investment in Hydrocarbons that created the Crude Oil Production Promotion Program for 2015 under which beneficiary companies are awarded an economic compensation, payable in pesos, for an amount equivalent to up to three U.S. dollars per barrel for the total production of each beneficiary company, provided that its quarterly production of crude oil is higher or equal to the production taken as basis for such program. Basis production is defined as the total production of crude oil by beneficiary companies corresponding to the fourth quarter of 2014, expressed in barrels per day. The beneficiary companies that have met the demands of all refineries authorized to operate in the country and direct part of their production to the foreign market may receive an additional economic compensation of two or three U.S. dollars for each barrel of exported crude oil, depending on the level of exported volume achieved.

Pursuant to Executive Order No. 1330/15 of July 6, 2015, the Government resolved to render ineffective the “Petróleo Plus” program, which had been created by Executive Order No. 2,014 of November 25, 2008.

 

•

Natural gas regulatory requirements

Resolution No. 123/2015 was published in the Official Gazette on July 15, 2015 which approved the Regulations governing procurement, sales and transfers of areas, assignments of rights and equity interests under the approved programs.

On September 29, 2015, Resolution 185/2015 was published in the Official Gazette regulating an incentive program for natural gas injection for the benefit of corporate producers which do not have a previous record of natural gas injection. The beneficiary companies will receive a compensation resulting from the difference between US$ 7.50 US$/MMBtu and the price received for the sale of the natural gas in the market. Such compensation shall be received only for natural gas originating in areas whose production rights shall have been acquired from companies registered with any of the two previous programs and provided that during the period in which the transferor shall have calculated its “base injection”, according to its programme, the injection of the area operated by the current beneficiary – transferee– shall have been null.

In relation with the creation of the Trust Fund to finance natural gas imports to be injected into the domestic gas network, on October 27, 2015 the Supreme Court issued judgment on the action for protection of constitutional rights filed by Mega S.A. (for a period running until the enactment of the budget act for

 

30

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fiscal year 2013 No. 26,784) and held that the charge imposed by “Executive Order 2067/08” was unconstitutional and not applicable to Mega S.A.

 

•

Main rules applicable to the activities of Metrogas:

Resolution SE No. 263/2015 was published in the Official Gazette on June 8, 2015 whereby the Energy Secretariat approved an expenditure as temporary economic assistance payable in ten consecutive installments to Metrogas and the rest of the natural gas distributors effective from March 2015, in order to cover the costs and investments associated with the normal operation of the provision of the public service of natural gas distribution networks and on account of the Comprehensive Tariff Review to be carried out in due course.

This Resolution provides that beneficiaries must allocate part of the funds received from each of the monthly installments to cancel overdue debts as of December 31, 2014 to natural gas companies and also that, distributors may not accumulate more debts for natural gas purchases as from the entry into force of such Resolution.

In the case of Metrogas, ENARGAS established an exceptional need for funds to be disbursed by 2015 according to a monthly schedule from March to December. Moreover, it established that Metrogas must allocate part of the temporary economic assistance to the payment of debts to producers due as of December 31, 2014 in 36 monthly equal and consecutive installments, plus interest, from the month of January 2015, calculated by using the current “ Average Lending Rate published by Banco Nación for Commercial Discount Transactions” (2.05% per month), the first installment to be paid as from March 2015.

Additionally, ENARGAS considered that distributors will pay all gas purchase invoices falling due in 2015, providing for the cancellation thereof within 30, 60 and 90 days consistent with the collection of invoice payments from their customers.

As of the date of the issuance of this interim condensed consolidated financial statements, Metrogas has received three of the ten installments on account of temporary financial assistance. In addition, it has entered into payment agreements with most producers under the provisions of Energy Secretariat Resolution No. 263/2015, subject to the availability of the amounts committed.

 

•

Regulatory framework for the electricity industry in the Argentine Republic:

Resolution SE No. 482/2015: this resolution defines certain adjustments to the remuneration scheme contemplated in Resolution SE No. 529/2014, increasing the tariff schedule of the five remunerative items established therein. It also incorporates a new specific contribution scheme called “Investment Resources of FONINVEMEM 2015-2018” to be allocated to those participants generating investment projects already approved or to be approved by the Energy Secretariat and establishes a new system of incentives to Energy Production and Operational Efficiency for the involved power generation agents. The provisions set forth in this resolution are to be retroactively applied as from the financial transactions corresponding to the month of February 2015 for those power generation agents that have adhered to Resolution No. 95/2013.

 

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•

New Argentine Civil and Commercial Code

On August 1, 2015 the new Argentine Civil and Commercial Code became in full force and effect. This new code, while unifying the Civil Code with the Commercial Code, introduces many new features and modifications to the rules governing issues like Capacity, Obligations, Contracts, and Pre-contractual and Contractual Civil Liability, Ownership, Co-ownership, Commercial Companies and Statute of Limitations, among others.

12. BALANCES AND TRANSACTIONS WITH RELATED PARTIES

The Group enters into operations and transactions with related parties according to general market conditions, which are part of the normal operation of the Group with respect to their purpose and conditions.

The information detailed in the tables below shows the balances with joint ventures and affiliated companies as of September 30, 2015 and December 31, 2014 and transactions with the mentioned parties for the nine-month period ended September 30, 2015 and 2014.

 

		September 30, 2015												December 31, 2014
		Other				Trade				Accounts				Other				Trade				Accounts
		receivables				receivables				payable				receivables				receivables				payable
		Current				Current				Current				Current				Current				Current
Joint ventures:
Profertil S.A.			102				104				63				3				56				16
Compañía Mega S.A.			6				245				277				7				528				40
Refinería del Norte S.A.			—				240				23				—				145				11
Bizoy S.A.			3				—				—				—				4				—
			111				589				363				10				733				67
Affiliated companies:
Central Dock Sud S.A.			—				57				—				—				89				—
YPF Gas S.A. (1)			30				101				41				—				—				—
Oleoductos del Valle S.A.			—				—				41				—				—				33
Terminales Marítimas Patagónicas S.A.			—				—				22				—				—				28
Oleoducto Trasandino (Argentina) S.A.			—				—				3				—				—				2
Gasoducto del Pacífico (Argentina) S.A.			4				—				24				6				—				7
Oiltanking Ebytem S.A.			—				—				27				—				—				25
			34				158				158				6				89				95
			145				747				521				16				822				162
		For the nine-month period ended on September 30,
		2015												2014
		Revenues				Purchases and services				Interest gain(loss), net				Revenues				Purchases and services				Interest gain (loss), net
Joint ventures:
Profertil S.A.			602				219				—				230				275				—
Compañía Mega S.A.			1,008				363				—				1,800				130				—
Refinería del Norte S.A.			598				129				—				664				51				—
Bizoy S.A.			—				—				—				13				—				—
			2,208				711				—				2,707				456				—
Affiliated companies:
Central Dock Sud S.A.			210				—				7				183				—				6
Oleoductos del Valle S.A.			—				152				—				—				—				—
YPF Gas S.A.(1)			146				27				—				—				135				—
Terminales Marítimas Patagónicas S.A.			—				149				—				1				140				—
Oleoducto Trasandino (Argentina) S.A.			—				15				—				—				13				—
Gasoducto del Pacífico (Argentina) S.A.			—				81				—				—				62				—
Oiltanking Ebytem S.A.			—				135				—				—				106				—
			356				559				7				184				456				6
			2,564				1,270				7				2,891				912				6

 

(1)	Disclosed balances and transactions since the date of the acquisition of associates.

 

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Additionally, in the normal course of business, and taking into consideration that YPF is the main oil and gas company in Argentina, its client/suppliers’ portfolio encompasses both private sector entities as well as national, provincial and municipal public sector entities. As required by IAS 24 “Related party disclosures”, among the major transactions above mentioned the most important are:

 

•

CAMMESA: the provision of fuel oil, which is destined to thermal power plants, and the purchases of energy (the operations of sale and purchase for the nine-month period ended on September 30, 2015 amounted to 7,836 and 1,098, respectively, and on September 30, 2014 amounted to 5,372 and 918, respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 581 and 1,010, respectively);

 

•

ENARSA: rendering of regasification service in the regasification projects of GNL in Escobar and Bahía Blanca and the purchase of natural gas, imported by ENARSA and crude oil (the operations for the nine-month period ended on September 30, 2015, amounted to 1,270 and 708, respectively, and on September 30, 2014 amounted to 1,150 and 414, respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 50 and 192, respectively);

 

•

Aerolíneas Argentinas S.A. and Austral Líneas Aéreas Cielos del Sur S.A.: the provision of jet fuel (the operations for the nine-month periods ended on September 30, 2015 and 2014, amounted to 1,635 and 1,945, respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 255 and 183, respectively);

 

•

Department of Federal Planning Investment and Services: the benefits of the incentive scheme for the Additional Injection of natural gas, among others, (the operations for the nine-month periods ended on September 30, 2015 and 2014, amounted to 9,112 and 5,848, respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 6,567 and 3,390, respectively) and for the crude oil production incentive program (the operations for the nine-month periods ended on September 30, 2015 amounted to 1,153, all of them outstanding as of the closing date of this period);

 

•

Argentine Secretariat of Domestic Commerce: the compensation for providing gas oil to public transport of passengers at a differential price (the operations for the nine-month periods ended on September 30, 2015 and 2014, amounted to 2,686 and 2,641, respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 313 and 244, respectively);

 

•

Energy Secretariat: temporary economic assistance to Metrogas (the operations for the nine-month period ended on September 30, 2015 amounted to 562, while the net balance as of September 30 was a trade receivable of 306);

 

•

Industry Secretariat: incentive for domestic manufacturing of capital goods, for the benefit of A-Evangelista S.A. (the operations for the nine-month periods ended on September 30, 2015 and 2014, amounted to 505 and 221 respectively, while the net balance as of September 30, 2015 and December 31, 2014 was a trade receivable of 126 and 15, respectively).

Such transactions are generally based on medium-term agreements and are provided according to general market or regulatory conditions, as applicable.

Additionally, the Group has entered into certain financing and insurance transactions with entities related to the national public sector, as defined in IAS 24. Such transactions consist of certain financial transactions that are described in Note 6.j) of these condensed interim financial statements, and transactions with Nación Seguros S.A. related to certain insurance policies contracts, and in connection therewith, to the reimbursement from the insurance coverage for the incident mentioned in Note 11.b.

 

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Furthermore, in relation to the investment agreement signed between YPF and Chevron subsidiaries, YPF has an indirect non-controlling interest in CHNC with which YPF carries out transactions in connection with the above mentioned investment agreement (for further detail see Note 11.c to the Annual Consolidated Financial Statements).

The table below discloses the compensation for the Company’s key management personnel, including members of the Board of Directors and vice presidents (managers with executive functions appointed by the Board of Directors), for the nine-month periods ended September 30, 2015 and 2014:

 

		2015(1)				2014(1)
Short-term employee benefits			131				99
Share-based benefits			38				33
Post-retirement benefits			4				3
			173				135

 

(1)	Includes the compensation for YPF’s key management personnel which developed their functions during the mentioned periods.

13. EMPLOYEE BENEFIT PLANS AND OTHER OBLIGATIONS

Note 1.b.10 to the Annual Consolidated Financial Statements describes the main characteristics and accounting treatment for benefit plans implemented by the Group. The charges recognized during the nine-month period ended on September 30, 2015 and 2014 are as follows:

i. Retirement plan:

The total charges recognized under the Retirement Plan amounted to approximately 43 and 43 for the nine-month periods ended on September 30, 2015 and 2014, respectively.

ii. Performance Bonus Programs:

The amount charged to expense related to the Performance Bonus Programs was 735 and 589 for the nine-month periods ended on September 30, 2015 and 2014, respectively.

iii. Share-based benefit plan:

The amounts recognized in net income in relation with the Share-based Plans, which are disclosed according to their nature, amounted to 89 and 56 for the nine-month periods ended on September 30, 2015 and 2014, respectively.

The Board of Directors, at the meeting held on June 8, 2015 resolved to approve the creation of a new long-term compensation program based on the granting of shares that will be valid for three years from July 1, 2015 (granting date), with similar characteristics to the one implemented in 2014. The market value of the share at the time of the approved effective assignment is US$ 19.31.

During the nine-month periods ended September 30, 2015 and 2014, the Company has repurchased 382,985 and 617,527 treasury shares for an amount of 119 and 198, respectively, in order to comply with the share-based plans described in Note 1.b.10.iii) to the Annual Consolidated Financial Statements. The cost of such repurchases is reflected in the shareholders’ equity under the name of “Treasury shares acquisition cost”, while the face value and the adjustment resulting from the monetary restatement carried out in accordance with the Previous Accounting Principles have been reclassified from the accounts “Subscribed Capital” and “Capital Adjustment” to the accounts “Treasury shares” and “Treasury shares comprehensive adjustment” respectively.

 

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14. INFORMATION REQUIRED BY REGULATORY AUTHORITIES

 

a)	CNV General Resolution No. 622

 

i.

Pursuant to section 1, Chapter III, Title IV of such resolution, there follows a detail of the notes to the condensed interim consolidated financial statements containing information required under the Resolution in the form of exhibits.

 

Exhibit A – Fixed Assets		Note 6.b) Fixed Assets
Exhibit B – Intangible assets		Note 6.a) Intangible assets
Exhibit C – Investments in companies		Note 15 Investments in companies
Exhibit D – Other investments		N/A
Exhibit E – Provisions		Note 6.f) Trade receivables
		Note 6.e) Other receivables
		Note 6.c) Investments in companies
		Note 6.b) Fixed Assets
		Note 6.h) Provisions
Exhibit F – Cost of goods sold and services rendered		Note 6.m) Cost of sales
Exhibit G – Assets and liabilities in foreign currency		Note 16 Assets and liabilities in currencies other than the Argentine peso

 

ii.

On March 18, 2015, the Company was registered with the CNV under the category “Settlement and Clearing Agent and Trading Agent—Own account”, record No. 549. Considering the Company’s business, and the CNV Rules and its Interpretative Criterion No. 55, the Company shall not, under any circumstance, offer brokerage services to third parties for transactions in markets under the jurisdiction of the CNV and also it shall not open operating accounts to third parties to issue orders and trade in markets under the jurisdiction of the CNV.

Besides, in accordance with the provisions of Section VI, Chapter II, Title VII of the CNV Rules and its Interpretative Criterion No. 55, the Company’s equity exceeds the minimum required equity under such rules, which is 15, while the minimum required counterparty capital, which is 3, is comprised of 11,618,762 units of the mutual fund known as Fondo Común de Inversión Compass Ahorro—Clase B, with settlement upon redemption in 24 hours; the Company’s units total value as of September 30, 2015 amounted to 18.

 

b)	CNV General Resolution No. 629

Due to General Resolution No. 629 of the CNV, the Company informs that supporting documentation of YPF’s operations, which is not in YPF’s headquarters, is stored in the following companies:

 

•

Adea S.A. located in Barn 3 – Route 36, Km. 31.5 – Florencio Varela – Province of Buenos Aires.

 

•

File S.R.L., located in Panamericana and R.S. Peña – Blanco Escalada – Luján de Cuyo –Province of Mendoza.

 

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15. INVESTMENTS IN COMPANIES

 

														Information of the issuer
		Description of the Securities																Last Financial Statements Available
Name and Issuer		Class				Face Value				Amount				Main Business		Registered Address		Date		Capital Stock				Income (Loss)				Equity				Holding in Capital Stock
Controlled companies: (9)
YPF International S.A.(7)			Common			Bs.	100				66,897			Investment		La Plata 19 Street, Santa Cruz de la Sierra, República de Bolivia		30-09-15			15				1				15				100.00	%
YPF Holdings Inc.(7)			Common			US$	0.01				810,614			Investment and finance		10333 Richmond Avenue I, Suite 1050, TX, U.S.A.		30-09-15			7,596				(354	)			(2,587	)			100.00	%
Operadora de Estaciones de Servicios S.A.			Common			$	1				163,701,747			Commercial management of YPF’s gas stations		Macacha Güemes 515, Buenos Aires, Argentina		30-09-15			164				260				457				99.99	%
A-Evangelista S.A.			Common			$	1				307,095,088			Engineering and construction services		Macacha Güemes 515, Buenos Aires, Argentina		30-09-15			307				204				730				100.00	%
YPF Servicios Petroleros S.A.			Common			$	1				50,000			Wells perforation and/or reparation services		Macacha Güemes 515, Buenos Aires, Argentina		31-12-14			—	(8)			(14	)			13				100.00	%
YPF Inversora Energética S.A.			Common			$	1				67,608,000			Investment		Macacha Güemes 515, Buenos Aires, Argentina		30-06-15			76				(133	)			(725	)			100.00	%
YPF Energía Eléctrica			Common			$	1				30,006,540			Exploration, development, industrialization and marketing of hydrocarbons, and generation, transportation and marketing of electric power		Macacha Güemes 515, Buenos Aires, Argentina		30-09-15			30				273				826				100.00	%
YPF Chile S.A.(10)			Common				—				50,968,649			Lubricants and aviation fuels trading and hydrocarbons research and exploration		Villarica 322; Módulo B1, Qilicura, Santiago		30-09-15			428				(23	)			809				100.00	%
YPF Tecnología S.A.			Common			$	1				234,291,000			Investigation, development, production and commercialization of technologies, knowledge, goods and services.		Macacha Güemes 515, Buenos Aires, Argentina		30-09-15			459				64				603				51.00	%
YPF Europe B.V.(7)			Common			US$	0.01				15,660,437,309			Investment and finance		Prins Bernardplein 200, 1097 JB, Amsterdam, Holanda		30-09-15			1,468				64				1,629				100.00	%
YSUR Argentina Investment S.A.R.L.(7)			Common			US$	1				20,001			Investment		13-15, Avenue de la Lierté, L-1931, Luxemburgo		30-09-15			—	(8)			—	(8)			3,204				100.00	%
YSUR Argentina Corporation(7)			Common			US$	1				10,000,001			Investment		Boundary Hall, Cricket Square P.O. Box 1111 George Town, Grand Cayman, Cayman Islands KY1-1102		30-09-15			94				—	(8)			278				100.00	%
YSUR Petrolera Argentina S.A.(7)			Common			$	1				634,284,566			Exploration, extraction, exploitation, storage, transportation, industrialization and marketing of hydrocarbons, as well as other operations related thereto.		Tucumán 1, P. 12, Buenos Aires, Argentina		30-09-15			634				—				365				100.00	%

 

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		30-09-2015																																										31-12-2014
																						Information of the issuer
		Description of the Securities																								Last Financial Statements Available
Name and Issuer		Class				Face Value				Amount				Book Value(3)				Cost(2)				Main Business		Registered Address		Date		Capital Stock				Income (Loss)				Equity				Holding in Capital Stock				Book Value(3)
Joint Ventures:
Compañía Mega S.A.(6) (7)			Common			$	1				244,246,140				954				—			Separation, fractionation and transportation of natural gas liquids		San Martín 344, P. 10º, Buenos Aires, Argentina		30-06-15			643				305				1,365				38.00	%			778
Profertil S.A.(7)			Common			$	1				391,291,320				1,007				—			Production and marketing of fertilizers		Alicia Moreau de Justo 740, P. 3, Buenos Aires, Argentina		30-06-15			783				(17	)			941				50.00	%			1,231
Refinería del Norte S.A.			Common			$	1				45,803,655				381				—			Refining		Maipú 1, P. 2º, Buenos Aires, Argentina		30-06-15			92				(71	)			797				50.00	%			423
															2,342				—																										2,432
Affiliated Companies:
Oleoductos del Valle S.A.			Common			$	10				4,072,749				120	(1)			—			Oil transportation by pipeline		Florida 1, P. 10º, Buenos Aires, Argentina		30-09-15			110				34				330				37.00	%			99	(1)
Terminales Marítimas Patagónicas S.A.			Common			$	10				476,034				70				—			Oil storage and shipment		Av. Leandro N. Alem 1180, P. 11º, Buenos Aires, Argentina		30-06-15			14				5				218				33.15	%			71
Oiltanking Ebytem S.A.			Common			$	10				351,167				100				—			Hydrocarbon transportation and storage		Terminal Marítima Puerto Rosales – Provincia de Buenos Aires, Argentina.		30-09-15			12				83				118				30.00	%			88
Gasoducto del Pacífico (Argentina) S.A.			Preferred			$	1				15,579,578				21				—			Gas transportation by pipeline		San Martín 323, P.13°, Buenos Aires, Argentina		31-12-14			156				60				232				10.00	%			14
Central Dock Sud S.A.			Common			$	0.01				11,869,095,145				100				136			Electric power generation and bulk marketing		Pasaje Ingeniero Butty 220, P.16°, Buenos Aires, Argentina		30-06-15			1,231				(27	)			1,119				10.25	%(5)			110
Inversora Dock Sud S.A.			Common			$	1				355,270,303				329				445			Investment and finance		Pasaje Ingeniero Butty 220, P.16°, Buenos Aires, Argentina		30-06-15			829				(18	)			819				42.86	%			336
Oleoducto Trasandino (Argentina) S.A.			Preferred			$	1				12,135,167				24				—			Oil transportation by pipeline		Macacha Güemes 515, P.3º, Buenos Aires, Argentina		30-06-15			34				4				66				36.00	%			22
Other companies:
Other(4)			—				—				—				215				135			—		—		—			—				—				—				—				17
															979				716																										757
															3,321				716																										3,189

 

(1)	Holding in shareholders’ equity, net of intercompany profits.

(2)	Cost net of cash dividends and stock reduction.

(3)	Holding in shareholders’ equity plus adjustments to conform to YPF accounting methods.

(4)	Includes Gasoducto del Pacífico (Cayman) Ltd., A&C Pipeline Holding Company, Poligás Luján S.A.C.I.,Oleoducto Transandino (Chile) S.A., Bizoy S.A., Civeny S.A., Bioceres S.A. and YPF Gas S.A.

(5)	Additionally, the Company has a 29.99% indirect holding in capital stock through Inversora Dock Sud S.A.

(6)	As stipulated by shareholders’ agreement, joint control is held in this company by shareholders.

(7)	The U.S. dollar has been defined as the functional currency of this company.

(8)	No value is disclosed as the carrying value is less than 1.

(9)

Additionally consolidated Compañía Minera de Argentina S.A, YPF Services USA Corp., YPF Perú SAC., YPF Brasil Comercio Derivado de Petróleo Ltd., Wokler Investment S.A., YPF Colombia S.A., Miwen S.A., Eleran Inversiones 2011 S.A.U., Lestery S.A., YSUR Argentina Holdings S.à.r.l., Compañía de Inversiones Mineras S.A. and Energía Andina S.A.

(10)	The Chilean peso has been defined as the functional currency of this Company.

 

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16. ASSETS AND LIABILITIES IN CURRENCIES OTHER THAN THE ARGENTINE PESO

 

		September 30, 2015												December 31, 2014
		Amount in currencies other than the Argentine peso				Exchange rate (1)				Total				Amount in currencies other than the Argentine peso				Exchange rate (1)				Total
Noncurrent Assets
Other receivables
US Dollar			40				9.32				373				73				8.45				617
Real			10				2.34				23				6				3.20				19
Trade receivables
Real			—				—				—				5				3.20				16
Total noncurrent assets											396												652
Current Assets
Trade receivables
US Dollar			331				9.32				3,085				341				8.45				2,881
Chilean peso			14,079				0.01				141				11,043				0.01				110
Real			26				2.34				61				24				3.20				77
Other receivables
US Dollar			383				9.32				3,570				473				8.45				3,997
Euro			5				10.40				52				3				10.26				31
Real			7				2.34				16				3				3.20				10
Chilean peso			128				0.01				1				4,344				0.01				43
Yens			142				0.08				11				—				—				—
Cash and equivalents
US Dollar			889				9.32				8,285				647				8.45				5,467
Chilean peso			1,161				0.01				12				—				—				—
Real			1				2.34				2				—				—				—
Total current assets											15,236												12,616
Total assets											15,632												13,268
Noncurrent Liabilities
Provisions
US Dollar			2,873				9.42				27,064				2,785				8.55				23,812
Loans
US Dollar			4,622				9.42				43,538				2,845				8.55				24,325
Accounts payable
US Dollar			62				9.42				584				55				8.55				470
Total noncurrent liabilities											71,186												48,607
Current Liabilities
Provisions
US Dollar			180				9.42				1,696				177				8.55				1,513
Loans
US Dollar			1,336				9.42				12,584				919				8.55				7,860
Real			26				2.38				61				16				3.20				51
Salaries and social security
US Dollar			6				9.42				57				3				8.55				26
Real			2				2.38				5				2				3.20				6
Chilean peso			401				0.01				4				—				—				—
Accounts payable
US Dollar			1,712				9.42				16,127				2,015				8.55				17,228
Euro			25				10.54				263				24				10.41				248
Chilean peso			2,437				0.01				24				6,387				0.01				64
Real			15				2.38				36				11				3.20				35
Yens			23				0.08				2				—				—				—
Total current liabilities											30,859												27,031
Total liabilities											102,045												75,638

 

(1)	Exchange rate in pesos as of September 30, 2015 and December 31, 2014 according to Banco Nación Argentina.

 

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17. SUBSEQUENT EVENTS

On October 2015, the Company issued Class XLIII Negotiables Obligations for amount of 2,000, which shall bear interest at a variable rate (Badlar) and maturing in 2023.

As mentioned in Note 14.a) ii., YPF is authorized to operate as a settlement and clearing agent in Rosario Futures Exchange (“ROFEX”). In this sense, in October 2015, YPF acquired United States dollar purchase futures contracts in ROFEX, which will mature between February and April 2016.

As of the date of the issuance of these condensed interim consolidated financial statements, there are no other significant subsequent events that require adjustments or disclosure in the condensed interim consolidated financial statements of the Group as of September 30, 2015, which were not already considered in such consolidated financial statements according to IFRS.

 

		MIGUEL MATIAS GALUCCIO Presidente

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				YPF Sociedad Anónima
Date: November 13, 2015				By:		/s/ Diego Celaá
				Name:		Diego Celaá
				Title:		Market Relations Officer