Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.
Pampa Energia SA disclosed 99 risk factors in its most recent earnings report. Pampa Energia SA reported the most risks in the “Finance & Corporate” category.
Risk Overview Q4, 2019
Risk Distribution
25% Finance & Corporate
24% Macro & Political
23% Production
20% Legal & Regulatory
4% Ability to Sell
3% Tech & Innovation
Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy
This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.
Risk Change Over Time
S&P500 Average
Sector Average
Risks removed
Risks added
Risks changed
Pampa Energia SA Risk Factors
New Risk (0)
Risk Changed (0)
Risk Removed (0)
No changes from previous report
The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.
The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.
Risk Highlights Q4, 2019
Main Risk Category
Finance & Corporate
With 25 Risks
Finance & Corporate
With 25 Risks
Number of Disclosed Risks
99
S&P 500 Average: 31
99
S&P 500 Average: 31
Recent Changes
89Risks added
0Risks removed
5Risks changed
Since Dec 2019
89Risks added
0Risks removed
5Risks changed
Since Dec 2019
Number of Risk Changed
5
S&P 500 Average: 3
5
S&P 500 Average: 3
See the risk highlights of Pampa Energia SA in the last period.
Risk Word Cloud
The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.
Risk Factors Full Breakdown - Total Risks 99
Finance & Corporate
Total Risks: 25/99 (25%)Below Sector Average
Share Price & Shareholder Rights9 | 9.1%
Share Price & Shareholder Rights - Risk 1
A substantial number of Edenor's assets are not subject to attachment or foreclosure and the enforcement of judgments obtained against us by Edenor's shareholders may be substantially limited
A substantial number of Edenor's assets are essential to the public service Edenor provides. Under Argentine law, as interpreted by the Argentine courts, assets which are essential to the provision of a public service are not subject to attachment or foreclosure, whether as a guarantee for an ongoing legal action or in aid of enforcement of a court judgment. Accordingly, the enforcement of judgments obtained against Edenor by Edenor's shareholders may be substantially limited to the extent Edenor's shareholders seek to attach those assets to obtain payment on their judgment.
Share Price & Shareholder Rights - Risk 2
Added
Provisions of our bylaws and of Argentine securities laws could deter takeover attempts and have an adverse impact on the price of our shares and the ADSs
Our bylaws and Argentine securities laws contain provisions that may discourage, delay or impair a change in control of our Company, such as the requirement, upon the acquisition of a certain percentage of our capital stock, to launch a tender offer to acquire a certain percentage of our capital stock, which percentage ranges from 10% to 100% depending on several factors. These provisions may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interest of our shareholders and may adversely affect the market value of our shares and ADSs. In addition, the provisions of our bylaws and of Argentine securities laws with respect to the obligation to launch a mandatory tender offer differ in certain respects; as of the date of filing of this annual report, it is unclear whether the provisions of our bylaws, which might be more beneficial to minority shareholders under certain circumstances than the provisions of Argentine securities laws in effect as of the date hereof, would prevail over the provisions of Argentine securities laws.
Share Price & Shareholder Rights - Risk 3
Added
Our shareholders may be subject to liability for certain votes of their securities
Because we are a limited liability corporation, our shareholders are not liable for our obligations. Shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting at the respective shareholders' meeting may be liable for damages to us, but only if the transaction would not have been approved without such shareholders' votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to the law or our by-laws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.
Share Price & Shareholder Rights - Risk 4
Added
Holders of ADSs may be unable to exercise voting rights with respect to the common shares underlying the ADSs at our shareholders' meetings
Shares underlying the ADSs are held by the depositary in the name of the holder of the ADS. As such, we will not treat holders of ADSs as one of our shareholders and, therefore, holders of ADSs will not have shareholder rights. The depositary will be the holder of the shares underlying the ADSs and holders may exercise voting rights with respect to the shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs. There are no provisions under Argentine law or under our by-laws that limit the exercise by ADS holders of their voting rights through the depositary with respect to the underlying shares. However, there are practical limitations on the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders. For example, holders of our shares will receive notice of shareholders' meetings through publication of a notice in an official gazette in Argentina, an Argentine newspaper of general circulation and the daily bulletin of the BASE, and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. ADS holders, by comparison, do not receive notice directly from us. Instead, in accordance with the deposit agreement, we provide the notice to the depositary. If we ask it to do so, the depositary will mail to holders of ADSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders. To exercise their voting rights, ADS holders must then instruct the depositary as to voting the shares represented by their ADSs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for ADS holders than for holders of shares and shares represented by ADSs may not be voted as the holders of ADSs desire. Shares represented by ADSs for which the depositary fails to receive timely voting instructions may, if requested by us, be voted at the corresponding meeting either in favor of the proposal of the board of directors or, in the absence of such a proposal, in accordance with the majority.
Share Price & Shareholder Rights - Risk 5
Added
Under Argentine law, shareholder rights may be fewer or less well-defined than in other jurisdictions
Our corporate affairs are governed by our by-laws and by BCL, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the States of Delaware or New York, or in other jurisdictions outside Argentina. In addition, the rights of holders of the ADSs or the rights of holders of our common shares under BCL to protect their interests relative to actions by our board of directors may be fewer and less well-defined than those under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets are not as highly regulated or supervised as the U.S. securities markets or markets in some other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well-defined and enforced in Argentina than in the United States, putting holders of our common shares and ADSs at a potential disadvantage.
Share Price & Shareholder Rights - Risk 6
Added
The New York Stock Exchange and/or the Buenos Aires Stock Exchange may suspend trading and/or delist Edenor's ADSs and Class B common shares, upon the occurrence of certain events relating to Edenor's financial situation
The NYSE and/or the BASE may suspend and/or cancel the listing of Edenor's ADSs and Class B common shares, respectively, in certain circumstances, including upon the occurrence of certain events relating to Edenor's financial situation. For example, the NYSE may decide such suspension or cancellation if its shareholders' equity becomes negative.
The NYSE may in its sole discretion determine on an individual basis the suitability for continued listing of an issue in the light of all pertinent facts. Some of the factors mentioned in the NYSE Listed Company Manual, which may subject a company to suspension and delisting procedures, include: "unsatisfactory financial conditions and/or operating results," "inability to meet current debt obligations or to adequately finance operations," and "any other event or condition which may exist or occur that makes further dealings or listing of the securities on the NYSE inadvisable or unwarranted in the opinion of NYSE."
The BASE may cancel the listing of Edenor's Class B common shares if it determines that Edenor's shareholders' equity and Edenor's financial and economic situation do not justify Edenor's access to the stock market or if the NYSE cancels the listing of Edenor's ADSs.
We cannot assure you that the NYSE and/or BASE will not commence any suspension or delisting procedures in light of Edenor's financial situation, including if Edenor's shareholders' equity becomes negative. A delisting or suspension of trading of Edenor's ADSs or Class B common shares by the NYSE and/or the BASE, respectively, could adversely affect Edenor's results of operations and financial conditions and cause the market value of Edenor's ADSs and its Class B common shares to decline.
Share Price & Shareholder Rights - Risk 7
Added
A potential nationalization or expropriation of 51% of Edenor's capital stock, represented by its Class A shares, may limit the capacity of the Class B common shares to participate in the Board of Directors
As of the date of this annual report, the ANSES owned shares representing 26.8% of the capital stock of Edenor and appointed five Class B directors in the last shareholders' meeting. The remaining directors were appointed by the Class A shares.
If the Argentine Government were to expropriate 51% of Edenor's capital stock, represented by Edenor's Class A shares, the Argentine Government would be the sole holder of the Class A shares and the ANSES would hold the majority of the Class B shares. Certain strategic transactions require the approval of the holders of the Class A shares. Consequently, the Argentine Government and the ANSES would be able to determine substantially all matters requiring approval by a majority of Edenor's shareholders, including the election of a majority of Edenor's directors, and would be able to direct Edenor's operations.
If the Argentine Government nationalizes or expropriates 51% of Edenor's capital stock, represented by its Class A shares, our operational results and financial condition could be adversely affected and this could cause the market value of our ADSs and Edenor's ADSs and Class B common shares to decline.
Share Price & Shareholder Rights - Risk 8
Added
The Argentine Government could foreclose on its pledge over Edenor's Class A common shares under certain circumstances, which could have a material adverse effect on our business and financial condition
Pursuant to Edenor's Concession Agreement and the provisions of the Adjustment Agreement, the Argentine Government has the right to foreclose on its pledge over Edenor's Class A common shares and sell these shares to a third-party buyer if:
- the fines and penalties incurred in any given year exceed 20% of Edenor's gross energy sales, net of taxes, which corresponds to Edenor's energy sales; - Edenor repeatedly and materially breaches the terms of its distribution concession and does not remedy these breaches upon the request of the ENRE; - Edenor's controlling shareholder, creates any lien or encumbrance over Edenor's Class A common shares (other than the existing pledge in favor of the Argentine Government); - Edenor or Edenor's controlling shareholder obstructs the sale of Class A common shares at the end of any management period under our distribution concession; - Edenor's controlling shareholder fails to obtain the ENRE's approval in connection with the disposition of Edenor's Class A common shares; - Edenor's shareholders amend its articles of incorporation or voting rights in a way that modifies the voting rights of the Class A common shares without the ENRE's approval; and - Edenor or any existing shareholders or former shareholders of Edenor's controlling shareholder who have brought a claim against the Argentine Government in the ICSID do not desist from such ICSID claims following completion of the RTI and the approval of a new tariff regime.
On February 1, 2017, the ENRE issued Resolution No. 63/17 establishing the new tariff scheme resulting from the completion of the RTI process, for the following five-year period. In accordance with the provisions of the Adjustment Agreement, Electricidad Argentina S.A. ("EASA") (currently merged into Pampa Energía S.A.) and EDF International S.A. ("EDFI") withdrew their ICSID claim, and on March 28, 2017, the ICSID acknowledged the discontinuance of the procedure.
In 2019, our fines and penalties remained below 10% of our gross energy sales. See Item 4. Our Distribution of Energy Business-Empresa Distribuidora y Comercializadora Norte S.A. (Edenor) -Fines and Penalties".
If the Argentine Government were to foreclose on its pledge over Edenor's Class A common shares, pending the sale of those shares, the Argentine Government would also have the right to exercise the voting rights associated with such shares. In addition, the potential foreclosure by the Argentine Government on its pledge on Edenor's Class A common shares could be deemed to constitute a change of control under the terms of Edenor's Senior Notes due 2022. See "Edenor may not have the ability to raise the funds necessary to finance a change of control offer as required by Edenor's Senior Notes due 2022." If the Argentine Government forecloses on the pledge over Edenor's Class A common shares, our operational results and financial condition could be significantly affected and the market value of our shares and ADSs could also be affected.
Share Price & Shareholder Rights - Risk 9
Added
We may no longer own a controlling interest in HINISA, if the Province of Mendoza sells its participation in HINISA
We own a 52.04% controlling stake in HINISA, a hydroelectric generation company in the Province of Mendoza, Argentina, and the Province of Mendoza, through EMESA, currently owns 47.96% of the capital stock of HINISA. In 2006, the Province of Mendoza publicly announced its intention to sell shares representing 37.75% of the capital stock of HINISA pursuant to HINISA's concession. If the Province of Mendoza sells these shares, we will be required to sell 20% of HINISA's capital stock and would no longer own a controlling 52.04% interest in HINISA. In addition, according to HINISA's by-laws, we would not be permitted to purchase any additional shares of HINISA.
We currently consolidate the operational results of HINISA. If we lose our controlling interest in HINISA, we may have a significant adverse effect on the value of our investment in HINISA and on our consolidated operational results and the market value of the Company. In addition, we have no control over the timing of the Province of Mendoza's proposed sale or the price at which we would be required to sell our 20% of HINISA's shares. As a result, these shares may be sold at a time and price per share that are adverse to our interests and the return on our investment in HINISA.
Accounting & Financial Operations3 | 3.0%
Accounting & Financial Operations - Risk 1
Added
ADS holders' ability to receive cash dividends may be limited
Our shareholders' ability to receive cash dividends may be limited by the ability of the depositary to convert cash dividends paid in Pesos into U.S. Dollars. Under the terms of our deposit agreement with the depositary for the ADSs, the depositary will convert any cash dividend or other cash distribution we pay on the common shares underlying the ADSs into U.S. Dollars, if it can do so on a reasonable basis and can transfer the U.S. Dollars to the United States. If this conversion is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, shareholders may lose some or all of the value of the dividend distribution.
Accounting & Financial Operations - Risk 2
Added
Our estimated oil and gas reserves are based on assumptions that may prove inaccurate
We estimate our oil and gas reserves at least once a year. Our oil and gas reserves estimation as of December 31, 2019 was audited by Gaffney, Cline & Associates, as the Independent Reserves Engineers Firm, based on in its year-end Reserves Report. Although classified as "proved reserves," the reserves estimates set forth in the Reserves Report are based on certain assumptions that may prove inaccurate. The Independent Reserves Engineers Firm's primary economic assumptions in estimates included oil and gas sales prices determined according to the guidelines described in the Reserves Report, future expenditures and other economic assumptions (including interests, royalties and taxes) provided by us.
The estimation process is initiated with an initial review of the assets by geophysicists, geologists and engineers. A reserves coordinator protects the integrity and impartiality of the reserves estimates through supervision and technical support to technical teams responsible for the preparation of the reserves estimates. Our reserves estimates are approved by the Executive Director of Oil and Gas. Reserves engineering is a subjective process of estimating underground accumulations involving a certain degree of uncertainty. Reserves estimates depend on the quality of the available engineering and geological data as of the estimation date and on the interpretation and judgment thereof.
Oil and gas reserves engineering is a subjective process of estimating accumulations of oil and gas that cannot be measured in an exact way, and estimates of other engineers may differ materially from those set out in this annual report. Numerous assumptions and uncertainties are inherent in estimating quantities of proved oil and gas reserves, including projecting future rates of production, timing and amounts of development expenditures and prices of oil and gas, many of which are beyond our control. Results of drilling, testing and production after the date of the estimate may require revisions to be made. The estimate of our oil and gas reserves would be impacted if, for example, we were unable to sell the oil and natural gas we produced. Accordingly, reserves estimates are often materially different from the quantities of oil and gas that are ultimately recovered, and if such recovered quantities are substantially lower than the initial reserves estimate, this could have a material adverse impact on our operational results. For more information, please see "Item 4.-Our Oil and Gas Business-Reserves".
Accounting & Financial Operations - Risk 3
Added
Overview
We are a stock corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina and most of our revenues are earned in Argentina and most of our operations, facilities and customers are located in Argentina. We also have investments outside of Argentina, in Venezuela (our investments in Venezuela are currently valued at Ps.0, see "Our Oil and Gas Business--Others-Venezuela") and in Ecuador (through our equity interest in OCP). Our financial condition and operational results depend to a significant extent on macroeconomic, regulatory, political and financial conditions prevailing in Argentina, including growth rates, inflation rates, currency exchange rates, taxes, interest rates, and other local, regional and international events and conditions that may affect Argentina in any manner. For example, a slowdown in economic growth or economic recession could lead to a decreased demand for electricity in the service areas in which we and our subsidiaries operate or a decline in the purchasing power of our customers, which, in turn, could lead to a higher delinquency rate from our customers or increased energy losses due to illegal use of our services. Actions of the Argentine Government concerning the economy, including measures with respect to inflation, interest rates, price controls (including tariffs and other compensation of utility companies), foreign exchange controls and taxes, have had and may in the future have a material adverse effect on private sector entities, including us. Our activities are highly regulated and subject to uncertainties due to political and economic factors, changes in legislation, expropriations, termination and modification of contractual rights, revocation of permits and consents, the need to obtain permits from regulatory authorities, foreign currency restrictions, price controls, currency fluctuations and increases in royalties, among others.
We cannot assure you that the Argentine Government will not adopt policies that could adversely affect the Argentine economy or our business, financial condition or operational results. In addition, we cannot assure you that future economic, regulatory, social and political developments in Argentina will not impair our business, financial condition or operational results, or cause the market value of our ADSs and common shares to decline.
Debt & Financing9 | 9.1%
Debt & Financing - Risk 1
Certain of our outstanding financial indebtedness includes bankruptcy, reorganization proceedings and expropriation events of default and we may be required to repay all of our outstanding debt upon the occurrence of any such events
As of the date of this annual report, certain expropriation and condemnation events with respect to us may constitute an event of default, which, if declared, could trigger the acceleration of our obligations under the relevant indebtedness and require us to immediately repay all such accelerated indebtedness. In addition, a significant part of our outstanding financial indebtedness includes certain events of default related to bankruptcy and voluntary reorganization proceedings ("concurso preventivo"). If we are not able to comply with certain payment obligations as a result of our financial situation and if the requirements set forth in the Argentine Bankruptcy Law No. 24,522 are met, any creditor, or even we, would be qualified to file for bankruptcy, or we would be able file for a voluntary reorganization proceeding ("concurso preventivo"). In addition, certain of our outstanding financial indebtedness also includes cross-default or cross-acceleration provisions that could cause all of our indebtedness to be accelerated if the indebtedness including the expropriation or bankruptcy or reorganization proceeding events of default goes into default or is accelerated. In such a case, we would expect to actively pursue formal waivers from the corresponding financial creditors to avoid such potential situation, but if those waivers are not timely obtained and immediate repayment is required, we could face short-term liquidity problems, which could adversely affect our operational results and cause the market value of our ADSs to decline.
Debt & Financing - Risk 2
Added
Our failure to comply with our commitments to make certain investments under our investment agreements could negatively affect our operational results
We have commitments to make certain investments under investment agreements. Failure to comply with such commitments in a timely manner could result in a breach of the relevant partnership agreement, foreclosure of any guarantees and/or the loss of all rights over the underlying area, which could have an adverse effect on our operational results.
Debt & Financing - Risk 3
Added
Any downgrade in the credit rating or rating outlook of Argentina could adversely affect both the rating and the market price of our ADS and our common shares
Argentina's long-term debt denominated in foreign currency is currently rated as "Ca" by Moody's, as "CCC-" (negative) by S&P and as "CC" by Fitch. On August 30, 2019, Moody's downgraded Argentina's long-term sovereign credit rating as issuer in foreign currency from "B2" to "Caa2", and its rating was prepared for further downgrades, depicting the increasing uncertainty regarding the public policy plans expected from the Argentine Government and the consequences for the investors' trust. Fitch mentioned that its "CC" rating for Argentina reflected its expectations of a new breach of its obligation or a debt restructuring. The sharply weaker economic activity and uncertain prospects for multi-year fiscal consolidation and market financing availability as IMF funds are utilized, constitute risks to sovereign debt sustainability. In addition, on January 21, 2020, S&P confirmed Argentina's long-term and short-term sovereign credit ratings at "CCC-", maintaining it negative. In a public release, S&P explained that its rating reflects the expectations of an additional restructuring of the sovereign debt while the Argentine Government discusses with debtholders, brokers and official creditors on its priorities regarding politics, economic strategy and debt reprofiling.
We cannot guarantee that Argentina's credit rating or rating outlook will not be downgraded in the future, which could have an adverse effect both on the rating and the market price of our ADS and our common shares.
Debt & Financing - Risk 4
All of Edenor's outstanding financial indebtedness contains bankruptcy, reorganization proceedings and expropriation events of default, and Edenor may be required to repay all of its outstanding debt upon the occurrence of any such events
As of the date of this annual report, US$132.6 million of Edenor's financial debt was represented by its Senior Notes due 2022. Under the indenture for the Senior Notes due 2022, certain expropriation and condemnation events with respect to Edenor may constitute an event of default, which if declared could trigger the acceleration of Edenor's obligations under the notes and require Edenor to immediately repay all such accelerated debt. In addition, all of Edenor's outstanding financial indebtedness contains certain events of default related to bankruptcy and voluntary reorganization proceedings (concurso preventivo). If Edenor is not able to comply with certain payment obligations as a result of its current financial situation, and if the requirements set forth in the Argentine Bankruptcy Law No. 24,522 are met, any creditor, or even Edenor, could file for its bankruptcy, or Edenor could file for concurso preventivo. In addition, all of Edenor's outstanding financial indebtedness also contains cross-default provisions or cross-acceleration provisions that could cause all of Edenor's debt to be accelerated if the debt containing expropriation or bankruptcy and/or reorganization proceeding events of default goes into default or is accelerated. In such a case, Edenor would expect to actively pursue formal waivers from the corresponding financial creditors to avoid such potential situation, but in case those waivers are not timely obtained and immediate repayment is required, Edenor could face short-term liquidity problems, which could adversely affect our operational results and cause the market value of our shares and ADSs and our common shares to decline.
Debt & Financing - Risk 5
Added
Edenor may not have the ability to raise the funds necessary to finance a change of control offer as required by Edenor's Senior Notes due 2022
As of the date of this annual report, US$132.6 million of Edenor's financial debt was represented by its Senior Notes due 2022. Under the indenture for the Senior Notes due 2022, if a change of control occurs, Edenor must offer to repurchase any and all such notes that are outstanding at a purchase price equal to 100% of the aggregate principal amount of such notes, plus any accrued and unpaid interest thereon and additional amounts, if any, through the purchase date. Edenor may not have sufficient funds available to make the required repurchases of the Senior Notes due 2022 upon a change of control. If Edenor fails to repurchase such notes in circumstances that may constitute an event of default under the indenture, it may in turn trigger cross-default provisions in other of Edenor's debt instruments then outstanding, our operational results could be adversely affected and the market value of our ADSs and common shares could decline.
Debt & Financing - Risk 6
Added
Edenor may not have the ability to raise the funds necessary to repay its commercial debt with CAMMESA, its major supplier
On May 10, 2019, Edenor entered into with the Energy Government Secretariat, on behalf of the Federal Government, the Agreement on the Regularization of Obligations, pursuant to which the parties agreed to end pending reciprocal claims during the 2006-2016 transitional period (the "Agreement on the Regularization of Obligations"). Accordingly, pending obligations with the MEM for electrical energy purchases during such period were fully compensated. However, as a result of (i) the enactment of the Social Solidarity and Productive Reactivation Law (in the framework of the public emergency), (ii) the subsequent instruction to Edenor to refrain from applying, as from January 1, 2020, the Electricity Rate Schedules Maintenance Agreement entered into between Edenor and the National State on September 19, 2019 and (iii) the prevailing macroeconomic situation, aggravated by the recent effects of COVID-19 outbreak (See For more information, please see ("-Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations") and "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations"., Edenor will not have the ability to raise the funds necessary to repay its commercial deb with CAMMESA.
Debt & Financing - Risk 7
Added
We and our subsidiaries continue evaluating investment projects to expand our activity, which could imply an increase in our indebtedness
Some of the investment projects of us and our subsidiaries could be guaranteed by Pampa Energía, incurring additional guaranteed debt. Therefore, if we declare bankruptcy or are liquidated, the guaranteed lenders will have priority over the claims for payment of our notes to the extent of the assets that constitute its guarantee.
If assets remain after the payment of the guaranteed lenders, those assets could be insufficient to satisfy the credits of the holders of our corporate bonds and other unsecured debt, as well as the credits of other general creditors who will be entitled to participate pro rata with the holders of our corporate bonds.
Debt & Financing - Risk 8
Added
Covenants in our indebtedness could adversely restrict our financial and operating flexibility
Some of our current indebtedness includes, and our future indebtedness may include, affirmative and restrictive covenants that limit our ability to create liens, incur additional indebtedness, dispose of our assets, pay dividends or consolidate, merge or sell part of our businesses. These restrictions may limit our ability to operate our business and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants or the failure to meet any of such conditions could result in a default under the relevant indebtedness. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions and the renegotiation of concessions and licenses used in our businesses.
Debt & Financing - Risk 9
Added
Downgrades in our credit ratings could have negative effects on our funding costs and business operations
Credit ratings are assigned to the Company and its subsidiaries. The credit ratings are based on information furnished by us or obtained by the credit rating agencies from independent sources and are also influenced by the credit ratings of Argentine Government bonds and general views regarding the Argentine financial system as a whole. The credit ratings are subject to revision, suspension or withdrawal by the credit rating agencies at any time. A downgrade, suspension or withdrawal in our credit ratings could result in, among others, the following: (i) increased funding costs and other difficulties in raising funds; (ii) the need to provide additional collateral in connection with financial market transactions; and (iii) the termination or cancellation of existing agreements. As a result, our business, financial condition and operational results could be materially and adversely affected.
Corporate Activity and Growth4 | 4.0%
Corporate Activity and Growth - Risk 1
Added
We conduct a portion of our operations through joint ventures, and our failure to continue such joint ventures or to settle any potential material disagreements with our partners could have a material adverse effect on the success of these operations
We conduct a portion of our operations through joint ventures and as a result, the continuation of such joint ventures is vital to our continued success. In the event that any of our partners were to decide to terminate its relationship with us in any such joint venture or sell its interest in such joint venture, we may not be able to replace our partner or obtain the necessary financing to purchase our partner's interest. Furthermore, in certain cases such as CITELEC, which holds a controlling interest of 52.65% in Transener and CIESA which has a controlling interest of 51% in TGS, we are not able to acquire our partners' interests under applicable Argentine regulations. As a result, the failure to continue some of our joint ventures or to resolve any potential disagreement with our partners or to find new partners could adversely affect our ability to conduct the business that is the subject of such joint venture, which would in turn negatively affect our financial condition and operational results and the market value of our shares and ADSs.
Corporate Activity and Growth - Risk 2
Added
The Argentine Government signed an agreement with the Province of Buenos Aires and the City of Buenos Aires for the transfer of the public service of electricity distribution
Pursuant to Law No. 27,467, which enacted the 2019 Federal Budget of Expenditures and Resources, the Executive Branch was instructed to promote the transfer of Edenor's jurisdiction to the joint jurisdiction of the Province of Buenos Aires and the City of Buenos Aires as of January 1, 2019 and the creation of a new oversight body. On February 28, 2019, the Argentine Government, the Province of Buenos Aires and the City of Buenos Aires, entered into an agreement for the transfer of the public service of electricity distribution duly awarded to Edenor under the Concession Agreement (as defined below) entered into by the Argentine Government (including the Concession Agreement), to the joint jurisdiction of the Province of Buenos Aires and the City of Buenos Aires. Pursuant to such agreement, the Province of Buenos Aires and the City of Buenos Aires will create a new entity in lieu of the ENRE, in charge of controlling and regulating the distribution service. It was also agreed that the Argentine Government shall be the sole responsible for any and all debts and credits relating to the distribution service awarded to Edenor which cause is prior to February 28, 2019. As of the date of this annual report, there are certain major issues related to such transfer still to be defined, including, among others, (i) the continuation of the existing Concession Agreement as is; (ii) whether the federal legal and regulatory framework shall continue to apply or not; and (iii) the resolution of claims and debts between Edenor and the Argentine Government resulting from the contractual transition period ended on January 31, 2016. However, on December 21, 2019, the Argentine Congress passed the Social Solidarity and Productive Reactivation Law which, among other things, suspended the transfer of Edenor's jurisdiction to the jurisdiction of the Province of Buenos Aires and the City of Buenos Aires, with the ENRE reassuming the jurisdiction over the public service of electricity distribution provided by Edenor and Edesur. Although as of the date of this annual report such transfer is suspended, we cannot assure that such transfer or any action or omission from the transferees following the consummation of such transfer will not have an adverse effect on our business, financial condition or result of operations or would not have a negative impact on the market value of our ADSs and common shares.
Corporate Activity and Growth - Risk 3
Added
We conduct most of the operations through joint arrangements (joint operations for accounting purposes), and our failure to resolve any material disagreements with our partners or to continue such joint arrangements could have a material adverse effect on the success of such operations
We conduct most of our oil and gas operations through joint operations and as a result, the continuation of such joint operations is vital to their success. In the event that any of our partners were to decide to terminate the relationship in respect of a joint operation or sell their interest in a joint operation, we may not be able to replace that partner or obtain the necessary financing to purchase that partner's interest. Accordingly, our failure to resolve disagreements with our partners or to maintain our joint operations could adversely affect our ability to conduct the underlying operations of such joint operations, which, in turn, could negatively affect our financial condition and operational results.
Corporate Activity and Growth - Risk 4
Added
We may not be the operating partner in all of the joint arrangements (joint operations for accounting purposes) in which we participate, and actions undertaken by the operators in such joint arrangements could have a material adverse effect on the success of these operations
We generally undertake our activities in exploration and exploitation of hydrocarbons in a particular area by entering into an agreement with third parties to participate in joint arrangements (joint operations for accounting purposes). Under the terms and conditions of these agreements, one of the parties takes the role of operator of the joint operation, and thus assumes responsibility for executing all activities undertaken pursuant to the joint operation agreement. However, we may not assume the role of operator and therefore, in such cases, we are exposed to risks relating to the performance of and the measures taken by the operator to carry out the activities. Such actions could have a material adverse effect on the success of these joint operations, and thus adversely affect our financial condition and operational results.
Macro & Political
Total Risks: 24/99 (24%)Above Sector Average
Economy & Political Environment12 | 12.1%
Economy & Political Environment - Risk 1
Changed
Intervention by the Argentine Government may adversely affect the Argentine economy and, as a result, our business and operational results
In the recent past, the Argentine Government directly intervened in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.
Starting in December 2001, the Argentine Government imposed a number of monetary and foreign exchange control measures in an attempt to prevent capital flight and a further depreciation of the Peso. These measures included restrictions on the free disposition of funds deposited with banks, the exchange of Argentine currency into foreign currencies and the transfer of funds abroad without prior approval by the Central Bank.
Additionally, between 2011 and 2015, the Kirchner administration –through a combination of exchange control and tax regulations, significantly reduced the access to the foreign currency market for individuals and entities in the private sector. Subsequently, a non-official U.S. Dollar currency market emerged, with a major difference between the official and the non-official exchange rate.
Also, the Argentine Government has historically adopted measures to control –directly or indirectly – the individuals' and private companies' access to the foreign trade and foreign exchange markets, such as restriction to free access, and the obligation to repatriate and settle in the local exchange market every income in foreign currency obtained from exports. Those regulations limited our ability to compensate the risks that arise from our exposure to the Dollar.
At the beginning of the Macri administration, the Argentine Government eliminated exchange restrictions implemented during the Kirchner administration. Notwithstanding, on September 1, 2019, the Argentine Government reinstated several exchange restrictions regarding the inflows and outflows of foreign currency to the country, with the intention of diminishing the volatility of foreign exchange rates. As of the date of this annual report, such exchange restrictions are still valid.
In the future, the Argentine Government may introduce new exchange controls and/or strengthen the existing ones, create restrictions on transfers to other countries, restrictions to capitals movement or other measures in response to an eventual capital flight or a significant depreciation in the Peso, measures that can, in turn, affect our ability to access the international capital markets. Such restrictions and measures may generate political and social tensions and deteriorate the Argentine Government's public finances, as has occurred in the past, generating an adverse effect in the Argentine economic activity and, in consequence, adversely affect our business and operational results and cause the market value of our ADSs and our common shares to decline.
Moreover, we cannot guarantee that the measures that may be adopted by the current or any future Argentine Government, such as expropriation, nationalization, forced renegotiation or modification of existing contracts, new taxation policies, changes in laws, regulations and policies affecting foreign trade and investments, restrictions to transfers to other countries or to capitals movement, or an important devaluation of the Peso will not have a material adverse effect on the Argentine economy and, as a consequence, adversely affect our financial condition, our operational results or cause the market value of our ADSs and our common shares to decline.
Economy & Political Environment - Risk 2
Added
The Argentine economy and finances may be adversely affected as a consequence of a decrease in the international prices of commodities
The commodities market is characterized by its volatility. Commodities exports have contributed significantly to the revenues of the Argentine Government. Subsequently, the Argentine economy has remained relatively dependent on the price of its exports (mainly soy). This has generated a vulnerability in the Argentine economy with respect to the fluctuation of commodities' prices. During 2018, Argentina suffered a huge drought – presumably the biggest drought in the last 50 years. The effects of the drought in the agricultural sector caused significant economic problems for Argentina, with impacts in the soy and corn harvests that generated damages of approximately US$6 billion.
A sustained decline in the international price of the main commodities exported by Argentina, or any future climate event or condition may have an adverse effect in the agricultural sector, and therefore in the revenues of the Argentine Government and its capacity to comply with the payments of its public debt, eventually generating recessive or inflationary pressures, thus affecting our business, financial situation and the results of our operations.
Economy & Political Environment - Risk 3
Added
There are uncertainties regarding the impact of policies that the Argentine Government will adopt in order to resolve the crisis in the energy sector
The energy sector was one of the sectors that were most damaged by the policies adopted by the Argentine Government since the 2001 crisis. In 2001, natural gas and electricity tariffs and prices were frozen, discouraging investments in the sector. The Argentine Government tried to generate incentives to attract investments by subsiding energy consumption. However, such measures failed and caused a stagnation in both oil and gas production and in the infrastructure necessary for generation, transmission and distribution of electricity; at the same time, consumption of both was growing. In 2011, the energy crisis lead to a shortage. In order to satisfy the increasing overdemand, the Argentine Government tried to resolve the issue by increasing energy imports, which had a negative outcome in the balance of trade, current accounts and the Central Bank's international reserves.
The Macri administration declared a state of emergency with respect to the national electric system to address the existing distortions in the sector and to attract investments. The state of emergency allowed the Argentine Government to adopt measures aiming to stabilize the supply of electricity through the country, such as eliminating certain subsidies to energy and passing the additional cost resulting from such elimination to end-users, or the implementation of important tariff reviews to reflect real cost. Nevertheless, some of those measures were questioned before the Argentine courts and resulted in rulings that limited the Administration's initiatives (such as a ruling that halted increases in electricity and gas tariffs implemented on February 1, 2016, and instructed that non-compulsory public hearings prior to the approval of increases in tariffs prices should be held).
Regarding the spot price for electricity, on February 27, 2020, the Secretariat of Energy issued Resolution No. 31/20, which modified –retroactively, from February 1, 2020 onwards certain aspects of the remuneration scheme established by Resolution SRRYME No. 1/19. The new scheme turns the whole remuneration scheme from foreign currency into local currency at an exchange rate of 60 Argentine Pesos per U.S. Dollar, and establishes a restatement factor, from the second month of application and onwards, that contemplates a formula composed by CPI (60%) and WPI (40%). However, on April 8, 2020, the Secretariat of Energy instructed CAMMESA to postpone the automatic application of the adjustment formula until further notice. Additionally, Resolution No. 31/20 modified the payments for electricity and added additional remuneration for high-thermic requirement hours of every month. For more information, please see ("-The Argentine Energy Sector- Remuneration Scheme for Generation Not Covered by Contracts- SE Res. No. 31/20: Current Remuneration Scheme as from February 2020"; "-Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations") and "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations".
The lack of action to correct the existing problems in generation, transportation and distribution in Argentina may adversely affect Argentina's economic situation and our business, financial situation and operational results. We cannot ensure that the Argentine Government will not adopt policies and measures that may have an adverse effect over our business, and that the policies implemented by the Argentine Government will be successful to correct the energy production sector in Argentina.
Economy & Political Environment - Risk 4
Added
Argentine public expenditure may generate negative consequences for the Argentine economy
Public expenditure has significantly increased throughout the last decade in Argentina. The Argentine Government adopted several measures to finance its high public spending, including, among others, using the resources of the Central Bank and the ANSES to fund its financial needs, and implementing an expansionary monetary policy that increased inflation levels.
Primary deficit may increase in the future if public expenditure continues to increase faster than the Argentine Government's revenues. A greater fiscal deficit may generate further complications for the Argentine Government's ability to access the financial markets in the long term, and, at the same time, limit even more Argentine corporations' access to those markets.
As of the date of this annual report, we cannot predict how the measures that the new administration has applied and may continue to apply will impact the Argentine economy, and, in turn, our business, our financial condition and the result of our operations.
Economy & Political Environment - Risk 5
Added
The credibility of several Argentine economic indexes was called into question, which may lead to a lack of confidence in the Argentine economy and, in turn, limit our ability to access credit and the capital markets
Prior to 2015, the credibility of the CPI, as well as other indices published by the INDEC, were called into question.
On January 8, 2016, based on its determination that the INDEC had failed to produce reliable statistical information, particularly with respect to CPI, GDP, inflation and foreign trade data, as well as with poverty and unemployment rates, the Macri administration declared a state of administrative emergency for the national statistical system and the INDEC. The INDEC temporarily suspended the publication of certain statistical data until the reorganization of its technical and administrative structure to recover its ability to produce reliable statistical information.
In 2017, the INDEC began publishing a National CPI, which is based on a survey conducted by the INDEC and several provincial statistical offices in 39 urban areas including each of Argentina's provinces. The official CPI inflation rate for the year ended December 31, 2019 was 53.8%.
Any future required correction or restatement of the INDEC indexes could result in decreased confidence in Argentina's economy, which, in turn, could have an adverse effect on our ability to access international capital markets to finance our operations and growth, and which could, in turn, adversely affect our operational results and financial condition and cause the market value of our ADSs and our common shares to decline.
Economy & Political Environment - Risk 6
Added
Fluctuations in the value of the Argentine Peso could adversely affect the Argentine economy and could, in turn, adversely affect our operational results
The Argentine Peso suffered important fluctuations during the last four years: it depreciated by more than 22% as compared to the U.S. dollar in 2016, and approximately 17% in 2017, 102% in 2018, and 59% in 2019. We are unable to predict the future value of the Peso against the U.S. Dollar. If the Argentine Peso devaluates further, the negative effects on the Argentine economy could have adverse consequences on our businesses, our operational results and the market value of our ADSs, including as measured in U.S. Dollars.
On September 1, 2019, certain exchange controls and restrictions were reinstated in order to control the volatility in the currency exchange rate. The new controls and restrictions regulate, among others, the purchase of external assets for the Argentine population, the payment of financial debts outside the Argentine borders, the payment of dividends, the payment of imports of goods and services, the obligation to repatriate and settle the income from exports of goods and services. Additional volatility, appreciation or depreciation of the Peso against the U.S. dollar or reduction of the Central Bank's reserves because of currency intervention could adversely affect the Argentine economy and our ability to service our debt obligations and could affect the value of our ADSs and our common shares. For more information, please see "Item 10. Additional Information – Exchange Control" below.
On the other hand, a significant appreciation of the Argentine Peso against the U.S. Dollar also presents risks for the Argentine economy, including the possibility of a reduction in exports (as a consequence of the loss of external competitiveness). Any such increase could also have a negative effect on economic growth and employment, reduce the Argentine public sector's revenues from tax collection in real terms, and have a material adverse effect on our business, our operational results, our ability to repay our debt within the respective maturity dates and affect the market value of our ADSs, as a result of the overall effects of the weakening of the Argentine economy.
Fluctuations in the value of the Peso may also adversely affect the Argentine economy, the prices of our products, our financial condition and operational results. The devaluation of the Argentine Peso may have a negative impact on the ability of certain Argentine businesses to service their foreign currency-denominated debt, lead to high inflation, significantly reduce real wages, jeopardize the stability of businesses whose success depends on domestic market demand, including public utilities and the financial industry, and adversely affect the Argentine Government's ability to honor its foreign debt obligations.
Economy & Political Environment - Risk 7
Added
If the high levels of inflation continue, the Argentine economy and our operational results could be adversely affected
Historically, inflation has materially undermined the Argentine economy and the Argentine Government's ability to create conditions that allow growth. In recent years, Argentina has confronted inflationary pressures, evidenced by significantly higher fuel, energy and food prices, among other factors.
According to data published by the INDEC, CPI rates for the following months were:
CPI 2019 July August September October November December 2.2% 4.0% 5.9% 3.3% 4.3% 3.7% 2020 January February March 2.3% 2.0% 3.3%
For more information, please see "-The credibility of several Argentine economic indexes was called into question, which may lead to a lack of confidence in the Argentine economy and, in turn, limit our ability to access credit and the capital markets" below. The Argentine Government has implemented programs to control inflation and monitor prices for essential goods and services, including the freezing of prices of supermarket products, and through price support arrangements with private sector companies in several industries and markets. The Argentine Government's adjustments to electricity and gas tariffs, as well as the increase in the price of gasoline have affected prices, creating additional inflationary pressure. If the value of the Argentine Peso cannot be stabilized through fiscal and monetary policies, an increase in inflation rates could be expected.
A high inflation rate affects Argentina's foreign competitiveness by diluting the effects of the Peso devaluation, negatively impacting employment and the level of economic activity and undermining confidence in Argentina's banking system, which may further limit the availability of domestic and international credit to businesses. In turn, a portion of the Argentine debt continues to be adjusted by the CER, a currency index, that is strongly correlated with inflation. Therefore, any significant increase in inflation would drive an increase in the Argentine external debt and consequently in Argentina's financial obligations, which could exacerbate the stress on the Argentine economy. The efforts undertaken by the Argentine Government to reduce inflation have not achieved the desired results. A continuing inflationary environment could undermine our operational results, adversely affect our ability to finance the working capital needs of our businesses on favorable terms and our operational results and cause the market value of our ADSs and our common shares to decline.
The inflation rates may increase in the future, and there is uncertainty regarding the effectiveness of the policies implemented by the Argentine Government to reduce and control inflation and the potential impact of those policies. An increase in inflation may adversely affect the Argentine economy, which in turn may have a negative impact in our financial condition and operational results.
Economy & Political Environment - Risk 8
Added
Political changes in Argentina may adversely affect the Argentine economy and the sectors in which we perform our activities
Between 2007 and 2015, the Argentine Government increased its direct intervention in the Argentine economy, including expropriations, price controls, foreign exchange controls and amendments in legislation that affected foreign trade and investments. Those policies had a material adverse effect in the private sector companies, including ourselves.
From December 2015 to December 2019, the Macri administration implemented several significant economic and policy reforms towards the de-regulation of the economy and stabilization of the main economic indicators. Those policies included (i) declaration of a state of emergency for the electricity system and reforms thereto; (ii) reforms affecting the transportation and distribution of natural gas; (iii) reforms concerning the INDEC; (iv) reforms affecting foreign exchange and foreign trade; (v) modification of Argentina's debt policy; (vi) the correction of monetary imbalances; (vii) reform of the pension framework; (viii) Tax Reform; and (ix) the implementation of a fiscal consensus (Pacto Fiscal). Nevertheless, the high inflation rates and the Peso depreciation forced the Argentine Government to reinstate foreign exchange controls.
On August 11, 2019, the PASO were held and the results indicated that President Macri would not be reelected and could be replaced by the opposition candidate Alberto Fernández. As a result, the political and economic environment became subject to uncertainty. After the PASO, the Peso suffered a 30% devaluation, the Argentine stock markets fell at an average of 50% and the country-risk rate surpassed 2,000 points on August 28, 2019. On October 27, 2019, the presidential general elections were held, with the same results as the PASOs. The new administration took office on December 10, 2019, and since then has implemented –and is expected to continue implementing – several policies and reforms, mainly in the economy.
The Macri and the current administration implemented several policies pursuing a reduction in inflation and a stabilization in the foreign currency market. Those policies included:
- Reprofiling of the local-law debt: On December 20, 2019, the Argentine Government issued Decree No. 49/19, which established that certain debt amortization payment obligations emerging from certain Treasury Bonds (Letras del Tesoro) denominated in U.S. Dollars were deferred in full until August 31, 2020. Additionally, on February 5, 2020, the Argentine Congress passed Law No. 27.544 (the Law for the Restoration of the Sustainability of the National Debt issued under Foreign Law). This Law authorized the Executive Branch to carry out transactions regarding the administration of liabilities and/or swaps and/or restructuring of interests payments and principal amortizations of national bonds issued under foreign law. Additionally, the Executive Branch issued Decree No. 141/20 under which it deferred the payment of the amortization for national bonds in dual currency with maturity in 2020 entirely until September 30, 2020, and the interruption of the accrual of interests.
- Reinstating of foreign exchange controls: On September 1, 2019, certain foreign exchange restrictions were reinstated to diminish the volatility of the Argentine Peso with respect to the U.S. Dollar. These restrictions, which were – and continue to be – further amended and complemented, regulate, among others, the purchase of external assets for Argentine citizens, the payment of financial debts outside the Argentine borders, the payment of dividends, the payment of imports of goods and services, the obligation to repatriate and settle the incomes from exports of goods and services. For more information, please see "Item 10. Additional Information – Exchange Control" below. - Declaration of the state of emergency: The Social Solidarity and Productive Reactivation Law declared a state of emergency with respect to several areas: economy, finance, fiscal, administrative, pensions, tariffs, energy and social, and granted the Executive Branch several powers, allowing it to introduce exceptional measures and policies in the energy market during the state of emergency. The Social Solidarity and Productive Reactivation Law also allows the Executive Branch to intervene in the ENRE and the ENARGAS for up to one year, and to designate the officials who will be in charge of the decision-making processes. Additionally, the Social Solidarity and Productive Reactivation Law sets a cap at 8% for the export duty applicable to hydrocarbons, establishing that in any case such export duty shall be deducted from the base value for the calculation and payment of royalties. However, its implementation is still pending, therefore current export duty to hydrocarbons is set at 12%. By means of Decree No. 277/20, the Executive Power ordered the intervention of the ENRE until December 31, 2020. - Tax reforms: Several tax reforms were completed. For more information, please see "Item 10. Additional Information – Taxation" below. - Tariffs revisions: The Social Solidarity and Productive Reactivation Law freezes of natural gas and electricity tariff schedules for up to 180 days counted from the effectiveness of such law, and encourages the Argentine provinces to adhere to this policy. Additionally, the Social Solidarity and Productive Reactivation Law authorizes the Executive Branch to renegotiate tariffs under federal jurisdiction within the RTI or based on an extraordinary revision in accordance with Law N° 24,076. - Tariffs on exports: The Social Solidarity and Productive Reactivation Law authorizes the Executive Branch to establish tariffs on exports that in no case can exceed 33% of the taxable value or the official FOB price. The Social Solidarity and Productive Reactivation Law caps the percentage of tariffs on exports of hydrocarbons and mining to 8% of the taxable value or the official FOB price, and establishes that in any case such export duty shall be deducted from the base value for the calculation and payment of royalties. However, its implementation is still pending, therefore current export duty to hydrocarbons is set at 12%. - Double severance payment for labor termination without cause: Executive Decree No. 34/19, issued on December 13, 2019, declared a labor public emergency for the term of 180 days counted from the effectiveness of the decree. During this emergency process, in case of termination without just cause of a labor relationship started prior to the effectiveness of said decree, the employee will be entitled to receive a compensation that equals two times the severance due in accordance with applicable laws. The duplication is applicable to every item of the compensation. Decree No. 34/19 also establishes that the double severance payments will not be applicable to labor relationships that start after the effectiveness of said decree. Additionally, the Social Solidarity and Productive Reactivation Law established new percentages and mechanisms to calculate the employers' contributions. - Suspension of Section 124 of Law No. 27,467: The Social Solidarity and Productive Reactivation Law suspended the applicability of the second paragraph of section 124 of Law No. 24,467. That paragraph took away ENRE's powers and abilities relating to the public service of electricity distribution once Edenor and Edesur were transferred to the jurisdictions of the City of Buenos Aires and the Province of Buenos Aires (for more information, please see "The Argentine Energy Sector – Regulatory Authorities"). The Social Solidarity and Productive Reactivation Law reinstated ENRE's powers and attributions for one year.
As of the date of this annual report, the impact of the aforementioned policies cannot be predicted, and any other policy or action implemented by the Argentine Government may result in an adverse effect for the Argentine economy and/or the energy sector. Pampa does not have any control over the implementation of, and cannot predict the outcome of, the reforms of the regulatory framework that rule in the different sectors in which Pampa performs its operations, nor the effect that those reforms may have over Pampa's business, financial condition and operations. Additionally, uncertainty over these reforms and policies may result in volatility in the prices of Argentine financial assets, especially in Argentine corporations' debt and equity securities listed in local and/or international markets. Moreover, the uncertainty may affect the main macroeconomic indicators, such as foreign exchange, production, labor or inflation.
Pampa cannot affirm that the Argentine economic, regulatory, social and political framework or the policies that the Argentine Government adopts or may adopt, will not adversely affect the market value of our ADSs, our business, financial condition and/or operational results.
Economy & Political Environment - Risk 9
Added
The Argentine economy remains vulnerable and any significant decline may adversely affect our business, operational results and financial condition
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. Sustainable economic growth in Argentina depends on a variety of factors including the international demand for Argentine exports, the stability and competitiveness of the Peso against foreign currencies, confidence among consumers and foreign and domestic investors and a stable rate of inflation, national employment levels and the circumstances of Argentina's regional trade partners. The Argentine economy has been volatile since 2011. For example, Argentina's economy grew in 2017, but contracted in 2018. The Argentine economy remains vulnerable, as reflected by the following economic conditions:
- according to the revised calculation of 2004 GDP published by the INDEC on June 29, 2016, which forms the basis for the real GDP calculation for every year after 2004, and recent data published by the INDEC in 2020, for the year ended December 31, 2019, Argentina's real GDP decreased by 1.7 % compared to the same period in 2018. Argentina's performance has depended to a significant extent on high commodity prices which, despite having favorable long-term trends, are volatile in the short-term and beyond the control of the Argentine Government and the private sector; - The IMF, in its World Economic Outlook issued in October 2019, projected a 3.1% contraction in Argentina's economy in 2019 due to the loss of trust and the hardening of the conditions required to access credit and a 6.0% contraction for 2020 due to the effects of COVID19. For more information, see "Item 3. Key Information-Risk Factors- Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations" and ""Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations"; - continued increases in public expenditures have resulted and could continue to result in fiscal deficit and affect economic growth; - inflation remains high and may continue at those levels in the future; - investment as a percentage of GDP remains low to sustain the growth rate of the past decades; - protests or strikes may adversely affect the stability of the political, social and economic environment and may negatively impact the global financial market's confidence in the Argentine economy. We cannot guarantee that these kinds of events will not occur in the future; - energy or natural gas supply may not be sufficient to supply increased industrial activity (thereby limiting industrial development) and consumption; - unemployment and informal employment remain high; and - the Argentine Government's economic expectations may not be met and the process of restoring confidence in the Argentine economy may take longer than anticipated.
As in the recent past, Argentina's economy may be adversely affected if political and social pressures inhibit the implementation by the Argentine Government of policies designed to control inflation, generate growth and enhance consumer and investor confidence, or if policies implemented by the Argentine Government that are designed to achieve these goals are not successful. These events could materially affect our financial condition and operational results, or cause the market value of our ADSs and our common shares to decline.
In recent years, the Argentine Peso experienced a rapid devaluation against major foreign currencies, particularly against the U.S. Dollar. According to the exchange rate information published by the Banco de la Nación Argentina, the Argentine Peso devaluated by 59% against the U.S. Dollar during the year ended December 31, 2019 (compared to 102%, 17% and 22% in the years ended December 31, 2018, 2017 and 2016, respectively).
Throughout 2019, the depreciation of the Peso continued, and in September 2019, as a result of the financial and economic events that took place after the open primary elections (the "PASO"), the Argentine Government issued Decree No. 609/19 that established certain regulations regarding imports and exports of goods and services, foreign exchange controls and currency transfers to other countries and access to the foreign currency market. Also, due to the remarkable and sustained decrease in the price of the Argentine national bonds, the Argentine Government issued Decree No. 596/19, which postponed the maturity of certain local-law bonds. More recently, the Argentine government announced its plans for the restructuring of its external debt, including foreign-law bonds, debt with the IMF and other international multilateral organizations and the Paris Club group of sovereign lenders. If the Argentine government is not able to restructure its outstanding debt obligations, private sector companies, such as our company, may not be able to access the international capital markets for funding on accessible terms.
We cannot affirm there will be no adverse effect on our business, financial condition or operational results or no negative impact on the market value of our ADSs and our common shares resulting from a decline in economic growth, an increase in economic instability or the expansion of economic policies and measures taken or that may be adopted in the future by the Argentine Government to control inflation or address other macroeconomic developments that affect private sector entities such as us, all developments over which we have no control.
Economy & Political Environment - Risk 10
Added
The Argentine economy remains vulnerable to external shocks that could be caused by significant economic difficulties of Argentina's major regional trading partners, particularly Brazil, or by more general "contagion" effects. Such external shocks and "contagion" effects could have a material adverse effect on Argentina's economic growth, and consequently, on our operational results and financial condition
Although economic conditions vary from country to country, investors' perceptions of events occurring in certain countries have in the past substantially affected, and may continue to substantially affect, capital flows into and investments in securities of issuers from other countries, including Argentina. There can be no assurance that the Argentine financial system and securities markets will not be adversely affected by policies that may be adopted by foreign governments or the Argentine Government in the future. Argentina can also be adversely affected by negative economic or financial events that take place in other countries, subsequently affecting our operations and financial condition, including our ability to repay our debt at its maturity date.
Argentina's economy is vulnerable to external shocks. For example, economic slowdowns, especially in Argentina's major trading partners such as Brazil, led to declines in Argentine exports in the last few years. Specifically, fluctuations in the price of commodities sold by Argentina and a significant devaluation of the Peso against the U.S. Dollar could harm Argentina's competitiveness and affect its exports. In addition, international investors' reactions to events occurring in one market may result in a "contagion" effect which could lead to an entire region or class of investment being disfavored by international investors.
Financial and securities markets in Argentina are also influenced by economic and market conditions in other markets worldwide. U.S. monetary policy has significant effects on capital inflows and asset price movements in emerging market economies. Increases in U.S. interest rates result in the appreciation of the U.S. Dollar and decreases in prices for raw materials, which can adversely affect commodity-dependent emerging economies. In January 2017, Donald J. Trump took office as President of the United States, generating significant uncertainty about the future relationship between the United States and other countries, including with respect to the trade policies, treaties, government regulations and tariffs that could apply to trade between the United States and other nations. Even though President Trump's protectionist measures are not, for the time being, aimed at Argentina, we cannot predict how they will evolve, nor can we predict the effect that the same or any other measure taken by the Trump administration could cause on global economic conditions and the stability of global financial markets.
During the second semester of 2019, Latin America was subject to a period of turmoil stemming from unexpected results regarding certain political elections and a couple of major protests throughout the region generating instability and political uncertainty which could affect Argentina and our business.
On January 1, 2019, Jair Bolsonaro took office as Brazil's president, generating uncertainties in connection with his administration's announced policies. Those policies included, among others, a major economic reform and significant changes in foreign relationships. Argentina's foreign trade depends highly on exports to Brazil and Argentina's trade balance could be significantly affected with a deterioration of economic conditions in Brazil or of its diplomatic relationships. Other political and economic crises in Brazil may have a material adverse effect on Argentina's economy and on our business, financial condition and operational results. The Brazilian economy contracted by 3.6% during 2016. Notwithstanding, Brazil's economy grew 1.1% in 2017 and 2018, and 0.9% in 2019. A deterioration of economic conditions in Brazil may reduce demand for Argentine exports and increase demand for Brazilian products.
Luis Alberto Lacalle Pou was elected President of the Oriental Republic of Uruguay after winning the elections on November 24, 2019. Political uncertainties may arise due to a change in the governing party after 15 years, and may adversely affect Argentina, which considers Uruguay a key ally.
Additionally, the political and economic crisis in Venezuela may adversely affect Argentina and our Business. See "-Our activities may be adversely affected by events in other countries in which we do business, particularly in Venezuela" below.
A slowdown of China's GDP growth has led to a reduction in exports to China, which in turn has caused oversupply and price declines in certain commodities. Decreases in exports may have a material adverse effect on Argentina's public finances due, among other factors, to a loss of revenues relating to tax on exports, and cause an imbalance in the country's exchange market. Recently, the IMF issued a report warning that the economic growth expected for 2020 may be lowered due to the coronavirus outbreak.
On June 23, 2016, the United Kingdom voted in favor of exiting the European Union (the "Brexit"). Brexit became effective on February 1, 2020 and is currently undergoing a transition period ending on December 31, 2020. Brexit long-term effects still remain uncertain, but volatility in the financial markets –among other negative effects –is expected in the short and medium-term. Additionally, Brexit could lead to additional political, legal and economic instability in both the European Union and the United Kingdom, producing negative impacts on the commercial trade of Argentina with those regions, which may in turn have a material adverse effect on our business, financial condition and operational results.
Economy & Political Environment - Risk 11
Added
A global or regional financial crisis and unfavorable credit and market conditions may negatively affect our liquidity, customers, business and operational results
The effects of a global or regional financial crisis and related turmoil in the global financial system may have a negative impact on our business, capacity to access credit and international capital markets, financial condition and operational results, which is likely to be more severe on an emerging market economy, such as Argentina (See "-Argentina's ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects. The Argentine Government may not be able to renegotiate its debt with their private creditors and/or with the IMF, affecting its capacity to obtain financing and credit and to plan and implement public policies and reforms that foster economic growth" below). This was the case in 2008, when the global economic crisis led to a sudden economic decline in Argentina in 2009, accompanied by inflationary pressures, depreciation of the Peso and a drop in consumer and investor confidence.
The effects of an economic crisis on our customers and on us cannot be predicted. Weak global and local economic conditions could lead to reduced demand or lower prices for energy, hydrocarbons and related oil products and petrochemicals, which could have a negative effect on our revenues. Economic factors such as unemployment, inflation and the unavailability of credit could also have a material adverse effect on the demand for energy and, therefore, on our business, financial condition and operational results. The financial and economic situation in Argentina or in other countries in Latin America, such as Brazil, may also have a negative impact on us and third parties with whom we do, or may do, business.
Economy & Political Environment - Risk 12
Added
Electricity distributors, generators and transmitters were severely affected by the emergency measures adopted during the economic crisis, many of which remain in effect
Distribution and transmission tariffs include a regulated margin that is intended to cover the costs of distribution or transmission, as applicable, and provide an adequate return. Generators, which mostly depend on sales made to the spot market (the market created by the supply and demand of energy available for immediate delivery), used to have stable prices and were able to reinvest their profits to become more efficient and achieve better margins. Under the Convertibility Regime, which established a fixed exchange rate of one Peso per U.S. Dollar, distribution and transmission tariffs and electricity spot prices were calculated in U.S. Dollars and distribution and transmission margins were adjusted periodically to reflect variations in U.S. inflation indexes. However, the Public Emergency Law, which came into effect in January 2002, froze all margins, revoked all margin adjustments provisions and converted tariffs into Argentine Pesos at a rate of Ps.1.00 per US$1.00. These measures, coupled with the effect of high inflation and the devaluation of the Peso, led to a decline in revenues and an increase of costs in real terms, which could no longer be recovered through margin adjustments or market price-setting mechanisms. This situation, in turn, led many public utility companies, including Edenor, to suspend payments on their commercial debt (which continued to be denominated in U.S. Dollars despite the revenues being in Pesos), effectively preventing these companies from obtaining further financing in the domestic or international credit markets and making additional investments.
In the past, the Argentine Government granted temporary and partial relief to some distribution companies, including limited increases in distribution margins, a temporary cost adjustment mechanism which was not fully implemented and the ability to apply certain additional charges to customers.
Although as of the date of this annual report, the Argentine Government under the Macri administration completed the process after RTI for distributors, transmitters and transporters of gas and approved the new remuneration scheme for generators and the declaration of emergency expired and was not renewed (see "Item 4. The Argentine Energy Sector - Remuneration Scheme for Generation Not Covered by Contracts -SEE Resolution No. 19/2017: February 2017 - February 2019"and "SRRYME Resolution No. 1/19: March 2019 - January 2020" and "Item 5. Operating and Financial Review and Prospects-Factors Affecting Our Operational results-Electricity prices and tariffs"), the different measures taken by the Fernandez administration described in the previous risk factors imply a return of the direct intervention of the Argentine Government in the energy sector. We cannot affirm that new emergency or intervention measures will not be issued or the depth of their impact on our financial condition and operational results. Furthermore, we cannot assure that these recent measures will be sufficient to address the structural problems created for our Company by the economic crisis and in its aftermath. Our inability to cover the costs or to receive an adequate return on our asset base may further adversely affect our financial condition and operational results.
Natural and Human Disruptions6 | 6.1%
Natural and Human Disruptions - Risk 1
Added
Our businesses are subject to risks arising from natural disasters, catastrophic accidents and terrorist attacks. Additionally, our businesses are subject to the risk of mechanical or electrical failures and any resulting unavailability may affect our ability to fulfill our contractual commitments and thus adversely affect our business and financial performance
Our power generation facilities, pipelines and hydrocarbon blocks or the third-party fuel transportation or power transmission infrastructure that we rely on, may be damaged by flooding, fires, earthquakes and other catastrophic disasters arising from natural or accidental or intentional human causes. We could experience severe business disruptions, significant decreases in revenues based on lower demand arising from catastrophic events, or significant additional costs not otherwise covered by business interruption insurance clauses. There may be an important time lag between a major accident, catastrophic event or terrorist attack and our definitive recovery from our insurance policies, which typically carry non-recoverable deductible amounts, and in any event are subject to caps per event. In addition, any of these events could cause adverse effects on the demand of some of our customers and of consumers generally in the affected market. Some of these considerations could have a material adverse effect on our business, financial condition and our result of operations.
Additionally, our facilities are subject to the risk of mechanical or electrical failures and may experience periods of unavailability affecting our ability to fulfill our contractual commitments. Any unplanned unavailability of our facilities may adversely affect our financial condition or operational results and our ability to fulfill our contractual commitments, so we could be subject to fines and penalties. For example, in June 2019, Argentina suffered a general blackout which hindered the operation of our facilities. Although our power generation units, power transmission and electricity distribution grid did not suffer any damage, we cannot guarantee that any other event in the Argentine grid would not affect our units and consequently their availability to fulfill our contractual commitments and our operational results.
Natural and Human Disruptions - Risk 2
Added
Events that affected PEPE II and PEPE III operations may not be effectively resolved or similar events may occur in our energy projects.
After PEPE II and PEPE III began their commercial operations, certain defects were evident in the blades of their wind turbines, which led to their inability to be used. Many of the blades had to be replaced. Although the Company and the wind turbine supplier are taking all necessary measures to replace and repair the defects, we cannot assure the full effectiveness of such repairs or that such defects or other defects do not arise in the future, which in turn may affect the operations of the Company's wind farms and have an adverse effect on the business, our financial condition, operational results or our ability to pay our debts.
Natural and Human Disruptions - Risk 3
Added
Revenues from Greenwind, PEPE II and PEPE III depend on meteorological conditions and the ability to contract the energy to be produced by the wind farms to WEM Large Users
Greenwind, PEPE II and PEPE III's energy generation depends on the prevailing meteorological conditions. Meteorological conditions that result in lower winds could lead to a breach of our sales commitments with CAMMESA (in the case of Greenwind) and WEM Large Users (PEPE II and PEPE III). Such breach could lead, in turn, to the application of penalties in favor of our clients (such penalties differ based on the type of contract executed with each PEPE II and PEPE III's client).
Moreover, PEPE II and PEPE III depend on their ability to have their estimated energy generation fully contracted with WEM Large Users and for each project to maintain its priority dispatch. If a project loses its priority dispatch, its ability to contract its energy generation could be impaired. Moreover, if the energy generation is not contracted with WEM Large Users, then such energy will be remunerated according to SE Resolution 31/20 which establishes lower prices. The ability to contract the projects' energy generation may also be impaired by regulatory measures taken by CAMMESA or the relevant authorities. For example, measures that affect WEM Large Users to exit the "Group Purchase Mechanism" (Mecanismo de Compra Conjunta, a mechanism by means of which WEM Large Users may comply with their statutory obligations to purchase renewable energy from CAMMESA would result in lower demand for renewable energy from MATER projects and, therefore, potentially affect our operational results.
Natural and Human Disruptions - Risk 4
Changes in weather conditions or the occurrence of severe weather (whether or not caused by climate change or natural disasters), could adversely affect Edenor's operations and financial performance
Weather conditions may influence the demand for electricity, Edenor's ability to provide it and the costs of providing it. In particular, severe weather may adversely affect Edenor's operational results by causing significant demand increases, which Edenor may be unable to meet without a significant increase in operating costs. This could strongly impact the continuity of Edenor's services and its quality indicators. Furthermore, any such disruptions in the provision of Edenor's services could expose Edenor to fines and orders to compensate those customers affected by any such power cuts, as has occurred in the past. Edenor's financial condition, operational results and cash flows could therefore be negatively affected by changes in weather conditions and severe weather.
Natural and Human Disruptions - Risk 5
Added
Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations
In late December 2019 a notice of pneumonia originating from Wuhan, Hubei province (COVID-19, caused by a novel coronavirus) was reported to the World Health Organization, with cases soon confirmed in multiple provinces in China, as well as in other countries. The virus rapidly spread globally and, as of the date of this annual report, has affected more than 150 countries and territories around the world, including Argentina, Brazil, Paraguay, Uruguay and the United States. Several measures have been undertaken by the Argentine Government and other governments around the globe, including the use of quarantine, screening at airports and other transportation hubs, travel restrictions, suspension of visas, nation-wide lockdowns, closing of public and private institutions, suspension of sport events, restrictions to museums and tourist attractions and extension of holidays, among many others.
The Executive Branch of the Argentine Government issued Decree No. 260/2020 on March 12, 2020, which declared a public health emergency for a period of one year and established a mandatory quarantine of fourteen days for the following individuals: (i) suspected cases, including individuals with fever and respiratory symptoms and individuals who had traveled in the last few days to affected areas or had been in contact with individuals who had confirmed positive or were likely positive for COVID-19, (ii) confirmed cases, (iii) those who had arrived in Argentina after March 12, 2020 having traveled through affected areas, and (iv) those who had arrived in Argentina in the last fourteen days prior to March 12, 2020 having traveled through affected areas. Incoming flights from affected areas were also prohibited for a period of 30 days.
The Executive Branch issued Decree No. 297/2020 on March 20, 2020, which established a mandatory and preventive social isolation effective as of March 20, 2020 until March 31, 2020, which, as of the date of this Annual Report, was extended until May 10, 2020, without prejudice to the possibility that the term may be extended again. The Decree expressly stated that minimal and essential movement would be allowed only for the purchase of food, medication and cleaning products. Some individuals, such as healthcare personnel, supermarket and pharmacy employees, among others, would be exempted from the isolation measure. Some essential activities, like power generation plants, oil basins, refining plants and food and medical industries, were allowed.
Moreover, on April 7, 2020, through Administrative Decision No. 468/2020, construction activities for energy infrastructure works, including our ongoing expansion projects, were included as an essential activity. However not all contractors and suppliers have been declared essential and also the arrival of expert personnel needed for the projects has not been permitted because the travel restrictions and national borders lockdown remains in force. In addition, the Argentine Goverments established special protocols that affect the development and productivity of construction work. As a result, we expect that the schedules of our ongoing projects and the estimated costs for their completion will be affected but, we cannot yet determine the magnitude of the impact. In this sense, in the case of the Cycle Closing Project at CTGEBA ((for more information, please see "Progress in the Cycle Closing Project at CTGEBA"), our best estimate, based on the information that we have as of the date of this annual report, is for the commercial commissioning of the closing-to-combined-cycle at CTGEBA Plus to be concluded around the third quarter of 2020, when the originally estimated date was the second quarter of 2020.
To date, the outbreak of the novel coronavirus has caused significant social and market disruption. For example, the Dow Jones declined by about 28% between February 11 and March 12, 2020. The long-term effects on the global economy, Argentine economy and the Company of the coronavirus pandemic, are difficult to assess or predict, and may include a decline in market prices (including the market prices of our common shares), risks to employee health and safety, collapse in the demand for our products and reduced sales in the impacted geographic locations. Any prolonged restrictive measures put in place in order to control an outbreak of a contagious disease or other adverse public health development such as the ongoing COVID-19 outbreak, may have a material and adverse effect on our business operations, financial condition or operational results.
We may also be affected by the need to implement policies limiting the efficiency and effectiveness of our operations, including home office policies. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term. Additionally, we cannot predict how the disease will evolve in Argentina, nor anticipate what additional restrictions the Argentine Government may impose. However, we expect COVID-19 to have a significant adverse effect on the world economy, which will in turn negatively affect Argentina's economy
Furthermore, the crisis caused by COVID-19 has resulted in a decrease in the demand for crude oil, since industrial and domestic activity has slowed down in many countries due to control measures. On the other hand, in the context of the coronavirus pandemic crisis, Russia broke the agreement it had with Saudi Arabia in the internal dispute for oil production and, in response, Saudi Arabia lowered the price of oil to less than US$30 per barrel, levels that have not been seen for 16 years. Moreover, the United States oil prices traded below zero for the first time ever, and producers and traders were essentially paying other market participants to take their oil. In particular, the Argentine economy was adversely affected by a lower demand from customers, interruptions in the payments chains, among other adverse effects due to control measures imposed by the Argentine Government. For more information, please see "-Substantial or extended declines and volatility in the prices of crude oil, oil products and natural gas may have an adverse effect on our operational results and financial condition".
The Company is currently considering available alternatives to mitigate the effects this outbreak may have on its operations and ongoing projects, as well as with regards to measures adopted by the Argentine Government, which so far have resulted in a slowdown in economic activity that will further adversely affect economic growth in Argentina in 2020 and possibly 2021, to a degree that we cannot quantify as of the date of this annual report. For more information on the measures adopted by the Argentina Government. For more information, please see "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations".
We cannot affirm that the current COVID-19 outbreak will not cause a material adverse effect in our businesses and operational results, as well as a decrease in the market value of our shares and corporate bonds.
Natural and Human Disruptions - Risk 6
Added
Our activities may be adversely affected by events in other countries in which we do business, particularly in Venezuela
Although we have investments in Ecuador and Venezuela, most of our operations and activities are concentrated in Argentina. Latin America has experienced significant economic, social, political and regulatory volatility. In recent periods, many governments in Latin America have taken steps to assert greater control or increase their share of revenues from the energy sector, spurred by soaring oil and gas prices and nationalist policies.
For example, regarding our investments in mixed-capital companies in Venezuela, the monetary and fiscal policies implemented by the Venezuelan government together with the significant drop in international oil prices since 2014 have eroded the ability of the mixed-capital companies to efficiently operate the producing fields, creating greater uncertainty as to the risks of our investments in Venezuela.
The level of government intervention in the economy of Latin American countries has adversely affected our business and operational results, including, by changing the terms and conditions of operating service agreements in Venezuela and by increasing tax rates. Even though our investment in Venezuela is valued at zero, we cannot assure that such intervention will not continue or increase, which could adversely affect our future business, operational results and financial condition. As of the date of this annual report, we had not obtained the authorizations of the Government of Venezuela related to the requested change of indirect control. Likewise, CVP has determined that, given the time that has elapsed, we should begin the process of submitting plans according to new guidelines to be provided by the Ministerio del Poder Popular de Petróleo de la República Bolivariana of Venezuela, which have not been communicated to us yet. As a result, we have expressed with the authorities of the Government of Venezuela that our interest in making investments and/or financing proposals in the mixed-capital companies has ceased and that we are willing to negotiate the transfer of our shares to CVP.
Capital Markets6 | 6.1%
Capital Markets - Risk 1
Added
If Edenor is not able to effectively hedge its currency risk in full and a depreciation of the Argentine Peso occurs, our results of operations and financial condition could be materially adversely affected
Edenor revenues are mainly collected in Pesos. Although (i) the remuneration scheme set forth by the Electric Energy Secretariat ("SEE") Resolution No. 1/19, establishes U.S. Dollar-denominated prices, the payment is made in Pesos by applying the Central Bank's exchange rate effective on the day before the expiration date (although this remuneration scheme was significantly altered by the Energy Secretariat Resolution No. 31/20 which came into force in February 2020 and converted the remuneration scheme applied to energy sold in the Argentine spot market into pesos), and (ii) the remuneration scheme for other contracts with CAMMESA established U.S. Dollar -denominated prices but the payment is made in Pesos by applying the Central Bank's exchange rate effective on the last business day of the month of the applicable transaction, adjusted through credit or debit notes, as appropriate, to consider the Central Bank's exchange rate of the day before the expiration date, in accordance with CAMMESA's procedures. As a result, we are exposed to an exchange rate risk between the collection date and the payment date (in the event CAMMESA does not pay at the expiration date) of U.S. Dollars-denominated financial indebtedness. In addition, a significant portion of our existing financial indebtedness is denominated in U.S. Dollars, which exposes Edenor to the risk of loss from the depreciation of the Peso. During 2019, Edenor's hedging contracts did not cover all of its exposure to such depreciation. If Edenor is not able to effectively hedge all or a significant portion of its currency risk exposure, a depreciation of the Peso, may significantly increase Edenor's debt service burden, which, in turn, may have a material adverse effect on our financial condition and results of operations.
Capital Markets - Risk 2
Added
Edenor's distribution tariffs may be subject to challenges by Argentine consumer and other groups
In the recent years, Edenor's tariffs have been challenged by Argentine consumer associations, such as the action brought against Edenor in December 2009, by an Argentine consumer association, (Unión de Usuarios y Consumidores), seeking to annul certain retroactive tariff increases, which was ultimately dismissed by the Argentine Supreme Court of Justice on October 1, 2013.
In May 2016, Edenor was notified by several courts of the Province of Buenos Aires of certain injunctions granted to individual and collective users against Resolution No. 6/16 and Resolution No. 1/16 issued by the ENRE (which authorized our new tariff schedule as from February 2016). Consequently, the then applicable tariff schedule, which included the WEM prices established by Resolution No. 6/16, was not applied during certain periods in 2016 (i) to the entire concession area as a result of the injunctions issued in the "Abarca" case and (ii) to the districts of "Pilar" and "La Matanza" where injunctions remained in effect until October 24 and November 11, 2016, respectively, when they expired. Therefore, as of those dates tariff increases have been applied to all users. If any future legal challenge were successful and prevented Edenor from implementing any tariff adjustments granted by the Argentine Government, Edenor could face a decline in collections from its users, and a decline in its operational results, which could have a material adverse effect in our financial condition and the market value of our ADSs or our common shares.
Capital Markets - Risk 3
Added
Failure or delay to negotiate further improvements to Edenor's tariff structure, including increases in Edenor's distribution margin, and/or to have Edenor's tariffs adjusted to reflect increases in Edenor's distribution costs in a timely manner, or at all, affected Edenor's capacity to perform its commercial obligations and could also have a material adverse effect on Edenor's ability to perform its financial obligations
Since the execution of the Adjustment Agreement and as required by the Argentine Government, Edenor was engaged in an RTI with the ENRE through February 1, 2017.
The Adjustment Agreement contemplated a cost adjustment mechanism for the transitional period during which the RTI process was being conducted. This mechanism, known as the Cost Monitoring Mechanism (CMM), required the ENRE to review our actual distribution costs every six months (in May and November of each year) and adjust our distribution margins to reflect variations of 5% or more in our distribution cost base. We could also request that the ENRE apply the CMM at any time that the variation in our distribution cost base was at least 10% or more. Any adjustments, however, were subject to the ENRE's assessment of variations in our costs, and the ENRE's approval of adjustments were not sufficient to cover our actual incremental costs in a timely manner. During such time, even when the ENRE approved adjustments to Edenor's tariffs, there was a lag between the time when we actually experienced increases in Edenor's distribution costs and the time when Edenor received increased income following the corresponding adjustments to our distribution margins pursuant to the CMM.
In January 2016, the ME&M issued Resolution No. 7/16, pursuant to which the ENRE implemented a VAD adjustment to the tariff schedule on account of the future RTI in effect as of February 1, 2016.
In addition, such resolution: (i) abrogated the PUREE; (ii) repealed Resolution No. 32/15 as from the date the ENRE resolution implementing the new tariff schedule becomes effective; (iii) discontinued the application of mechanisms that imply the transfer of funds from CAMMESA in the form of loan agreements with CAMMESA; (iv) ordered the implementation of the actions required to terminate the trusts created pursuant to Resolution No. 347/12 of the ENRE and (v) prohibited the distribution of dividends in accordance with Section 7.04 of the Adjustment Agreement.
However, pursuant to Resolution No. 7/16, the ENRE issued Resolution No. 1/16 establishing a new tariff structure, which remained in force (with certain suspensions as a result of injunctions, which are no longer in effect) until February 2017, when the RTI process was completed.
Prior to the completion of the RTI process, several regulatory mechanisms, programs or changes were implemented from time to time by the ENRE to adjust Edenor's tariffs to reflect increased costs. Any requested adjustments were usually subject to the ENRE's assessment of variations in Edenor's costs, and not sufficient to cover Edenor's actual incremental costs in a timely manner.
On April 1, 2016, the ENRE issued Resolution No. 55/16, which approved the program for the review of the distribution tariff scheme, establishing the criteria and methodologies for completing the RTI process.
On September 5, 2016, pursuant to Resolution No. 55/16, Edenor submitted its rate schedule proposal for the following five-year period. On October 28, 2016, a public hearing was held to provide information and listen to the public opinion on the RTI.
The RTI was completed on February 1, 2017, on which date the ENRE issued Resolution No. 63/17, through which it approved a new tariff scheme that established our new distribution added value (VAD) for the following five-year period. On January 31, 2018, the ENRE issued Resolution Nº 33/18 approving the new distribution cost for Edenor applicable from February 1, 2018 and the new tariff scheme applicable to Edenor. On July 31, 2018, the ENRE issued Resolution No. 208/18, pursuant to which it approved, the CPD for January 2018 through June 2018 of which 7.93% was to be applied as of August 1, 2018, and 6.51% in six consecutive monthly installments as of February 1, 2019. The CPD amounted to 15.85%. For more information, see "Item 4. Our Distribution of Energy Business".
However, if Edenor is not able to recover all future cost increases and have them reflected in its tariffs, and/or if there is a significant lag of time between when it incurs the incremental costs and when it receives increased income, Edenor may be unable to comply with its financial obligations and may suffer liquidity shortfalls and need to restructure its debt to ease its financial condition, any of which, individually or in the aggregate, could have a material adverse effect on our business and operational results and may cause the value of our ADSs or our common shares to decline.
Capital Markets - Risk 4
Added
Argentina's ability to obtain financing from international markets could be limited, which may impair its ability to implement reforms and foster economic growth and, consequently, affect our business, results of our operations and growth prospects. The Argentine Government may not be able to renegotiate its debt with their private creditors and/or with the IMF, affecting its capacity to obtain financing and implement public policies and reforms that foster economic growth
Argentina's history of defaults on its external debt and the protracted litigation with holdout creditors may reoccur in the future and prevent Argentine companies such as us from accessing the international capital markets readily or may result in higher costs and more onerous terms for such financing, and may therefore negatively affect our business, operational results, financial condition, the value of our securities, and our ability to meet our financial obligations.
Following the default on its external debt in 2001, Argentina sought to restructure its outstanding debt by offering holders of the defaulted bonds two opportunities to exchange them for newly issued debt securities, in 2005 and again in 2010. Holders of approximately 93% of Argentina's defaulted debt participated in the exchanges. Nonetheless, a number of bondholders held out from the exchange offers and pursued legal actions against Argentina in the courts of the United States and several other jurisdictions.
The Macri Administration settled several agreements with the defaulted bondholders, ending more than 15 years of litigation. On April 22, 2016, Argentina issued US$16.5 billion of new bonds, of which US$9.3 billion were applied to pay the amounts due to comply with the agreements settled with the defaulted bondholders. Since then, almost every pending claim has been settled.
In addition, certain bondholders that did not participate in the exchange offers described above, filed claims before the ICSID alleging that the emergency measures adopted by the Argentine Government in 2002 did not meet the just and equal treatment requirements of several bilateral investment treaties to which Argentina is a party. Several of these claims have been granted award against Argentina.
In June 2018, the Argentine Government agreed to enter into the stand-by credit facility (the "SBA") with the IMF that granted Argentina access to financing by the IMF. The SBA granted Argentina credit for US$50 billion subject to public spending cuts and the compliance with certain fiscal and political benchmarks by the Argentine Government. After further reviews, the IMF extended the amounts granted by the SBA for a total amount of US$57.1 billion. As of the day of this annual report, the Argentine Government is trying to renegotiate the credit due to the IMF, but has not reached an agreement yet.
On August 28, 2019, the Macri administration issued a decree deferring the scheduled payment date for 85% of the amounts due on short-term notes maturing in the fourth quarter of 2019, governed by Argentine law and held by institutional investors. Of the deferred amounts, 30% would be repaid 90 days after the original payment date and the remaining 70% would be repaid 180 days after the original payment date, except for payments under Lecaps ("Peso denominated Treasury Bond" – "Letras del Tesoro Capitalizables en Pesos") due 2020 held domestically, which would be repaid entirely 90 days after the original payment date. Amounts due on short-term notes held by individual investors would be paid as originally scheduled. In December 2019, the Fernández administration further extended payments of a series of short term U.S. Dollar-denominated notes which were held by institutional investors until the end of August 2020.
Additionally, on February 11, 2020, the Argentine Government decreed the extension of maturity to September 30, 2020 of a U.S. Dollar-linked treasury note governed by Argentine law, which had been originally subscribed to a large extent with U.S. Dollar remittances, to avoid a payment with Argentine pesos that would have required significant stabilization efforts by the monetary authority. Also, in February 2020, the Argentine Congress enacted a law enabling the government to take all necessary steps to ensure the Argentine sovereign debt governed by foreign law as sustainable. Additionally, an IMF team visited Buenos Aires in February 2020 to discuss the recent macroeconomic developments and learn more about the Argentine authorities' economic plans and policies. On February 19, 2020 the IMF issued a statement in which, in light of recent developments and the materialization of certain risks to debt sustainability that were considered during the previous Debt Sustainability Analysis (DSA) published in July 2019, the IMF staff assessed Argentina's debt to be unsustainable. Accordingly, the IMF staff stated that "a definitive debt operation-yielding a meaningful contribution from private creditors-is required to help restore debt sustainability with high probability".
On April 5, 2020, the Executive Branch issued Decree No. 346/2020 by which the Government deferred the payment of interest and principal amortization obligations of certain sovereign debt issued under Argentine law and denominated in U.S. Dollars, until December 31, 2020, or an earlier date to be determined by the Ministry of Economy, considering the progress of the public debt's sustainability restoring process (Proceso de Sostenibilidad de la Deuda Pública). This Decree did not affect the currency of denomination, principal or interest set forth under the original terms of the issuance. On April 21, 2020, the Argentine Government announced its offer to exchange external bonds in the aggregate amount of approximately US$64 billion for new bonds. The Argentine Government did not make the interest payment due on April 22, 2020 with respect to three of its US$-denominated bonds and availed itself of the 30-day grace period provided under the indenture. As of the date of this annual report, there is no certainty on the acceptance the exchange offer will have among the bondholders or whether further negotiations and proposals will be carried out and the consequences of such negotiations. Any new event of default by the Argentine Government could negatively affect their valuation and repayment terms, as well as have a material adverse effect on the Argentine economy and, consequently, our business and results of operations. Without renewed access to the financial market, the Argentine Government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country's economy and, consequently, on our activities. Likewise, Argentina's inability to obtain credit in international markets could have a direct impact on the Company's ability to access those markets to finance its operations and its growth, including the financing of capital investments, which would negatively affect our financial condition, operational results and cash flows.
Past situations, such as the lawsuits with creditors that did not accept the debt exchange, the claims before the ICSID, and the economic policy measures adopted by the Argentine Government or any future default of Argentina regarding its financial obligations, including as a consequence of the exchange offer not being accepted by holders, may harm Argentine companies' ability to obtain financing. Further, the financial conditions of such access could be disadvantageous to Argentine companies and, therefore, may adversely affect our business, results of operations, financial condition, the value of our securities, and our ability to meet our financial obligations.
We cannot predict if the Argentine Government will be able to successfully renegotiate the debt held with private bondholders. There is uncertainty regarding the Argentine Government's ability to successfully stabilize the foreign exchange market, re-establish economic growth and comply with the SBA terms. Additional depreciation of the Peso against the U.S. Dollar, a breach of the terms of the SBA and the potential failure of the Argentine Government in the renegotiation of the debt may adversely affect the Argentine economy and, in turn, our business, financial situation, operational results and the value of our ADSs and our common shares.
We cannot affirm that a decrease in economic growth, an increase in the economic instability or the expansion of the economic and political policies adopted in the future by the Argentine Government to control inflation and other macroeconomic imbalances that affect us and other companies from the private sector, will not have a material adverse effect on the Argentine economy, and, in turn, on our business, operational results and our growth perspectives.
Capital Markets - Risk 5
Added
There is uncertainty as to what other measures the Argentine Government may adopt in connection with tariffs on public services and their impact on the Argentine economy
As explained in other risk factors in this annual report, following the economic crisis of 2001-2002, the subsequent freeze on gas and electricity rates in Pesos and the significant devaluation of the Argentine Peso against the U.S. Dollar, there was a lack of investment in the supply and transport capacities of gas and electricity and, at the same time, demand for natural gas and electricity increased substantially.
In response, the Macri administration announced several measures, including the revision of subsidy policies, Decree No. 134/2015 of December 16, 2015, which placed the national electricity system in a state of emergency until December 31, 2017 and Decree No. 367/2016 of February 16, 2016, which instructed the ministries, including the ME&M to continue the procedures related to the renegotiation of contracts related to the provision of public services and their RTI, among which are the distribution and transportation of gas and electricity.
In relation to natural gas, prices with gas distributors began to be agreed upon in the spot market on a daily basis as from October 2018. Subsequently, ENARGAS Resolutions No. 280-289 and No. 292/18 were issued, which established, effective for a six-month period beginning October 1, 2018, the new natural gas final tariffs for SGP, CNG and residential users considering a price for natural gas as input ranging between US$1.74/MBTU y US$3.98/MBTU, including the differential tariff. Moreover, on February 2019, a tender was launched for the supply of natural gas to distribution companies on a firm basis to ToP and DoP up to 70% of the maximum daily volume, for a term of 12 months with seasonality terms, and effective as from April 2019. For the Noroeste Basin, 9.4 and 3.8 million m3 per day were assigned for the winter (April – September 2019) and summer (October 2019 – April 2020), respectively, at an average tender price of US$4.35/MBTU. For the rest of basins, 36.1 and 14.4 million m3 per day were assigned for the winter and the summer, respectively, at an average tender price of US$4.62/MBTU. We submitted an application and were awarded with the bid. Producers would bill to distribution companies in Ps. pursuant to ENARGAS Resolution No. 72/19, considering BNA's average currency nominal exchange rate for the first 15 days of the month immediately preceding the beginning of each seasonal period or, if lower, the nominal exchange rate stipulated in the agreements. However, the nominal exchange rate update which should have been implemented on October 1, 2019, applicable to the October 2019 - April 2020 summer seasonal period, was deferred on several occasions. With the entry into effect of the Social Solidarity and Productive Reactivation Law, the nominal exchange rate freeze was subjected to a maximum term of up to 180 days.
ENARGAS Resolution No. 193-199, 201-202 and 205-207 /19 established gas tariff schemes effective as from April 2019, considering an average PIST price of gas as a raw material for the following 6 months ranging between US$2.14/MBTU and US$4.69/MBTU, including the differential tariff Later, 27% and 12% discounts in the price of natural gas within the PIST were set for the months of April and May 2019, respectively, by means of subsidies and, with the purpose of reducing monetary expenses for seasonal consumption, a 22% deferral on bills issued during the July – October 2019 period was approved, to be recovered in five installments as from December 2019. Later, the tariff scheme update corresponding to October 2019 was deferred until February 1, 2020 pursuant to SGE Res. No. 521, 751 and 791 /19 and, with the entry into effect of the Social Solidarity and Productive Reactivation Law, effective as from December 23, 2019, it was determined that tariffs under federal jurisdiction would remain unchanged and a process for an extraordinary review of the RTI would be initiated for a maximum term of 180 days. Regarding gas transportation, on March 27, 2018, ENARGAS issued Resolution No. 310/18 which implemented a 50% tariff increase applicable to natural gas transportation utility service of TGS, effective as from April 1, 2018. Subsequently, ENARGAS issued Resolution No. 265/2018 which implemented a 19.7% tariff increase effective as of October 1, 2018. Furthermore, ENARGAS Resolution No. 192/19 determined a 26.0% increase on account of costs variations effective as from April 2019. This increase was calculated based on the IPIM semiannual variation for the August 2018 – February 2019 period. Later, 22% of the amount of bills issued during the July – October 2019 period was deferred, to be recoverable in five installments as from December 2019, pursuant to SGE Resolution No. 336/19. The semiannual update which, according to the RTI, should have been applied since October 1, 2019, was deferred pursuant to several regulations. Finally, the tariff increase was suspended for a maximum term of up to 180 days since the entry into force of the Social Solidarity and Productive Reactivation Law on December 23, 2019. Moreover, this Law contemplates the possibility of performing an RTI review for a term of up to 180 days. See, "Item 4. Information on the Company-Our Interest in TGS."
In relation to the distribution of electricity, on January 31, 2018, the ENRE issued Resolution No. 33/18 which approved the tariff scheme for Edenor to be applied as from February 1, 2018. Furthermore, such resolution approved the new adjustments to own distribution costs ("CPD") (last stage of 17% according to Resolution No 63/17, including the inflation adjustment of 11.9% for the period July 2017-December 2017 and a stimulus factor "E" of negative 2.51%) and determined the deferred income to be recovered in 48 instalments for a total amount of Ps.6,343.4 million. Additionally, it reported that the price of the average tariff reached Ps.2.4627/ KWh. See, "Item 4. Information on the Company- Our Distribution of Energy Business."
In relation to the transmission of electricity, on February 19, 2018, the ENRE issued Resolutions No. 37/18 and No. 38/18, which were modified on April 5, 2018 by ENRE Resolutions No. 99/18 and No. 100/18 that adjusted Transener and Transba's remuneration by 24.15% and 23.39% for the December 2016 to December 2017 period, respectively, to be applied to the remuneration scheme as from February 2018. Subsequently, on November 16, 2018, the ENRE issued Resolutions No. 280/18 and No. 281/18, which adjusted Transener's and Transba's compensation by 42.55% and 43.25%, respectively, for the December 2016 to June 2018 period, to be applied to the remuneration scheme as from August 2018. As CAMMESA did not compute interest for the months of August and September 2018, Transener and Transba filed a claim before the ENRE and CAMMESA for the settlement of the applicable interest. On March 22, 2019, the ENRE issued Res. No. 67/19 and No. 68/19 updating Transener and Transba's remunerations by 78.41% and 81.26%, respectively, for the December 2016 – December 2018 period, effective as from February 1, 2019. On September 25, 2019, the ENRE issued Res. No. 269/19 and No. 267/19 updating Transener and Transba's remunerations by 112.41% and 115.75%, respectively, for the December 2016 – June 2019 period, retroactively to August 1, 2019.
Notwithstanding the measures adopted by the Macri administration, the change of administration implied a radical change in governmental policies. One of the first measures of the Fernandez administration was to enact the Social Solidarity and Productive Reactivation Law, which, among other measures, established a 180-day freeze in energy and natural gas tariffs and the relaunching of RTIs and enabled the President to intervene before the regulatory authorities (ENRE and ENARGAS). Moreover, Resolution SE 31/2020 modified the power generation segment's remuneration scheme and established prices denominated in Argentine Pesos (formerly denominated in U.S. Dollars) and reduced such prices in different proportions according to the technology employed. For more information, please See "Item 4. The Argentine Energy Sector-Electricity Regulatory Framework".
Therefore, there is uncertainty as to what other measures the Argentine Government may adopt in connection with tariffs, whether tariffs will be updated from time to time to reflect an increase in operating costs, and their impact on the Argentine economy and, consequently, on our business or operational results.
Capital Markets - Risk 6
Added
If we are not able to effectively hedge our currency risk in full and a devaluation of the Argentine Peso occurs, our results of operations and financial condition, could be materially adversely affected
Our revenues are mainly collected in Argentine Pesos. Until the issuance of Resolution SE 31/2020, power generation segment's remuneration scheme established U.S. Dollar denominated prices and payment was made in Argentine Pesos by applying the Central Bank's exchange rate effective on the business day before the expiration date, in accordance with procedures of CAMMESA. As a result, we were exposed to an exchange rate risk between the collection date and the payment date (in the event CAMMESA does not pay at the expiration date, see "CAMMESA could alter and delay payments to power generators and fuel producers") of U.S. Dollars-denominated financial indebtedness. The same applies to contracts signed with gas distributors for the sale of natural gas, since the exchange rate agreed in those contracts is the one fixed by the ENARGAS for the seasonal period corresponding to the delivery of the invoiced gas. In addition, a significant portion of our existing financial indebtedness is denominated in U.S. Dollars, which exposes us to the risk of loss from the devaluation of the Argentine Peso. During 2018, our hedging contracts did not cover all of our exposure to such depreciation. If we are not able to effectively hedge all or a significant portion of our currency risk exposure, a devaluation of the Argentine Peso, may significantly increase our debt service burden, which, in turn, may have a material adverse effect on our financial condition and results of operations.
Production
Total Risks: 23/99 (23%)Below Sector Average
Manufacturing6 | 6.1%
Manufacturing - Risk 1
Added
Operational difficulties could limit our ability to generate electricity, which could adversely affect our operational results
We may experience operational difficulties that could require us to temporarily suspend operations or otherwise affect our ability to generate electricity and, as a result, adversely impact our operating results. These difficulties may affect our generation equipment, electromechanical components or, in general, any of our assets required for the supply of electricity. We cannot make any assurances that events of such nature will not occur in the future. While we maintain comprehensive insurance for each of our facilities, we cannot make any assurances that the amounts for which we are insured or the amounts that we may receive under such insurance policies would cover all of our losses. If operational difficulties prevent our generation of electricity, the disruption may lead to reduced revenues from our generation business, which would have an adverse effect on our operational results and may negatively affect the market value of our shares or ADSs.
Manufacturing - Risk 2
Added
Our ability to generate electricity at our hydroelectric generation plants may be negatively affected by poor hydrological conditions, which could, in turn affect our operational results
Prevailing hydrological conditions could adversely affect the operations of our hydroelectric generation plants owned by HINISA, HIDISA and HPPL, in a number of ways, which we cannot fully predict. For example, hydrological conditions that result in a low supply of electricity in Argentina could lead to, among others, the implementation of broad electricity conservation programs, including mandatory reductions in electricity generation or consumption. Hydrological conditions since 2006, the year in which our units recorded the greatest intake to date, have been poor. The worst conditions were registered in 2014, in which the water intake at HINISA and HIDISA available for electricity generation was 62% and 64% lower, respectively, as compared to 2006. A prolonged continuation of poor conditions could force the Argentine Government to focus its generation efforts on the use of other sources of electricity generation. In the event of electricity shortages, the Argentine Government could mandate the implementation of broad electricity conservation programs, including mandatory reductions in electricity generation or consumption; the Argentine Government could also mandate increased production from thermal plants that use fossil fuels as their generation sources and preserve the available water resources for future electricity generation. Although such a shift in production could benefit our thermal generation plants, it would negatively affect our hydroelectric plants and any mandated reduction in electricity generation or consumption could reduce revenues in our generation business and lead to a decline in our consolidated operational results, which may have a material adverse effect on our financial condition and the market value of our shares and ADSs.
Moreover, in a case where the water level of the dams of our hydroelectric facilities decreases to the minimums established in the applicable concession contract, the local water authority (i.e. the Province of Mendoza and the Interjurisdictional Authority ("Autoridad Interjurisdiccional de Cuenca" or "AIC") would gain control of the amount of water that may be dispatched in order to assure the continuity of other water uses such as human consumption and irrigation.
Manufacturing - Risk 3
Added
Unless we replace our oil and gas reserves, such reserves and production will deplete over time
Production from oil and gas fields declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Accordingly, the amount of proved reserves declines as these reserves are produced. The level of our future oil and natural gas reserves and production, and therefore our cash flows and income, are highly dependent on our success in efficiently developing current reserves, entering into new investment agreements and economically finding or acquiring additional recoverable reserves. While we have had success in identifying and developing commercially exploitable deposits and drilling locations in the past, we may be unable to replicate that success in the future. We may not identify any more commercially exploitable deposits or successfully drill, complete or produce more oil or gas reserves, and the wells that we have drilled and currently plan to drill may not result in the discovery or production of any further oil or natural gas. If we are unable to replace our current and future production, the value of reserves will decrease, and our operational results could be negatively affected, as well as our financial condition and operational results.
Manufacturing - Risk 4
Added
Oil and gas reserves in Argentina are likely to decline
The possibility of replacing our crude oil and gas reserves in the future is dependent on our ability to access new reserves, both through successful exploration and reserve acquisitions. We consider exploration, which carries inherent risks and uncertainties, to be our main vehicle for future growth and reserves replacement. The exploration can only be carried out if the economic and operational prospects are feasible, such as pricing, demand, terms and conditions of sale, environmental impact, among other important factors.
Without successful exploration activities or reserves acquisitions, our proved reserves would decline as our oil and gas production would be forced to rely on our current portfolio of assets.
We cannot guarantee that our exploration, development and acquisition activities will allow us to offset the decline of our reserves. If we are not able to successfully find, develop or acquire sufficient additional reserves, our reserves and therefore our production may continue to decline and, consequently, this may adversely affect our future operational results and financial condition.
Manufacturing - Risk 5
Added
Oil and gas activities are subject to significant economic, environmental and operational risks
Oil and gas exploration and production activities are subject to particular economic and industry-specific operational risks, some of which are beyond our control, such as production, equipment and transportation risks, as well as natural hazards and other uncertainties, including those relating to the physical characteristics of onshore and offshore oil or natural gas fields. Our operations may be curtailed, delayed or cancelled due to bad weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment, compliance with governmental requirements, fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards, such as oil spills, gas leaks, ruptures or discharges of toxic gases. If these risks materialize, we may suffer substantial operational losses or disruptions in our operations. Drilling may be unprofitable, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs are considered.
Manufacturing - Risk 6
Changed
Edenor may be unable to import certain equipment to meet the growing demand for electricity, which could lead to a breach of Edenor's concession and could have a material adverse effect on its operations and financial position
Certain exchange controls established by the Argentine Government and future restrictions on imports that may be adopted in the future could limit or delay Edenor's ability to purchase capital goods that are necessary for its operations (including carrying out specific projects). Under Edenor's concession, Edenor is obligated to satisfy all of the demand for electricity originated in our concession area, maintaining at all times certain service quality standards that have been established for its concession. If Edenor is not able to purchase significant capital goods to satisfy all of the demand or suffers unexpected delays in the import process, it could face fines and penalties, which may, in turn, adversely affect our activity, financial position, operational results and/or the market value of our ADSs and common shares.
Employment / Personnel4 | 4.0%
Employment / Personnel - Risk 1
Our performance is largely dependent on recruiting and retaining key personnel
Our current and future performance and the operation of our business are dependent upon the contributions of our senior management and our skilled team of engineers and other employees. We depend on our ability to attract, train, motivate and retain key management and specialized personnel with the necessary skills and experience. There is no guarantee that we will be successful in retaining and attracting key personnel and the replacement of any key personnel who were to leave could be difficult and time consuming. The loss of the experience and services of key personnel or the inability to recruit suitable replacements and additional staff could have a material adverse effect on our business, financial condition and operational results.
Employment / Personnel - Risk 2
Added
We employ a largely unionized labor force and could be subject to organized labor action, including work stoppages that could have a material adverse effect on our business
The sectors in which we operate are generally unionized across the country. As of December 31, 2019, 43.41% of our workforce was represented by unions under collective bargaining agreements. Although our relations with trade unions have been historically stable, we cannot assure that we or our operating subsidiaries will not experience work stoppages or disruptions in the future, which could have material adverse effects on our business and revenues. A primary reason for this is that our collective bargaining agreements are negotiated on an annual basis. As such, we are unable to guarantee the continuity of current terms and conditions in subsequent collective bargaining agreements, nor that we will not be subject to strikes or work stoppages before or during the negotiation process. If we are unable to negotiate salary agreements or are subject to strikes or work stoppages, our operations, financial condition and the market value of our shares and ADSs could be materially affected in an adverse way.
Employment / Personnel - Risk 3
Added
Edenor could incur material labor liabilities in connection with outsourcing in our distribution business that could have an adverse effect on our business and operational results
Edenor outsources a number of activities related to our distribution business to third-party contractors in order to maintain a flexible cost base. As of December 31, 2019, Edenor had approximately 5,588 third-party employees under contract in its distribution business. Although Edenor has very strict policies regarding compliance with labor and social security obligations by contractors, Edenor is not in a position to ensure that contractors will not initiate legal actions to seek indemnification from us based upon a number of judicial rulings issued by labor courts in Argentina which have recognized joint and several liability between the contractor and the entity to which it is supplying services under certain circumstances. We cannot make any assurances that such proceedings will not be brought against Edenor or that the outcome of such proceedings would be favorable to Edenor. If we were to incur material labor liabilities in connection with the outsourcing of our distribution business, such liabilities could have an adverse effect on our financial condition and consolidated operational results and the market value of our shares and ADSs.
Employment / Personnel - Risk 4
Added
Edenor employs a largely unionized labor force and could be subject to an organized labor action, including work stoppages that could have a material effect on their business
As of December 31, 2019, approximately 83% of Edenor employees were union members. Although Edenor's relations with unions are currently stable and Edenor has had an agreement in place with the two unions representing its employees since 1995, we cannot assure you that Edenor will not experience work disruptions or stoppages in the future, which could have a material adverse effect on our business and revenues. We cannot assure you that Edenor will be able to negotiate salary agreements or labor conditions on the same terms as those currently in effect, or that Edenor will not be subject to strikes or work stoppages before or during the negotiation process. If Edenor is unable to negotiate salary agreements or if Edenor is subject to demonstrations or work stoppages, our operational results, financial conditions and the market value of our ADSs and common shares could be materially adversely affected.
Supply Chain2 | 2.0%
Supply Chain - Risk 1
Changed
A breach to our energy supply agreements with CAMMESA may, ultimately, cause the termination of such agreements, which could adversely affect our operational results.
A breach of certain conditions set forth in the PPAs, such as those under SE Resolution No. 220/2007, SEE Resolution No. 21/2016, SEE Resolution No. 287/17 and Greenwind's PPA, may cause the early termination of such agreements, if the generator loses its authorization to act as a generator in the WEM, initiates bankruptcy procedures, suffers judicial intervention, or certain other events happen, which could adversely affect our operational results.
Supply Chain - Risk 2
Added
Our ability to generate electricity in our thermal generation plants depends on the availability of natural gas, and fluctuations in the supply or price of gas could materially adversely affect our operational results
The supply or price of gas used in our generation business has been and may from time to time continue to be affected by, among others, the availability of gas in Argentina, our ability to enter into contracts with local gas producers and gas transportation companies, the need to import a larger amount of gas at a higher price than the price applicable to domestic supply in the event of a shortage in domestic production.
Several of our generation facilities are equipped to run solely on gas and, in the event that gas becomes unavailable, these facilities will not be able to switch to other types of fuel in order to continue generating electricity. If we were unable to purchase gas at prices that are favorable to us, if the supply of gas was reduced or if CAMMESA did not provide gas to our generation facilities (given the recent measures that returned to a centralized natural gas supply by CAMMESA), our costs could increase or our ability to profitably operate our generation facilities could be impaired. Moreover, some of our generation units are included in the "Energy Plus" program under SE Resolution 1,281/2006 and/or have executed WEM supply agreements under SE Resolution No. 220/2007, and both regulations require the generator to ensure the committed capacity with its own fuels through the execution of firm natural gas and transport contracts.
Moreover, WEM supply agreements under SEE Resolution No. 21/16 and SEE Resolution 287/17 also require that the generator covers its fuel supply. Consequently, if we cannot guarantee our fuel supply, penalties under such supply agreements may apply, which, together with a lower production of the relevant generation units, could adversely affect our operational results.
Until November 2018, supply remained centralized in CAMMESA (with the exception of fuel supply for generators covered by the Energy Plus program) as provided for by SE Resolution No. 95/2013 and amending provisions. SGE Resolution No. 70/2018 authorized power generators, co-generators and self-generators within the WEM to acquire fuels required for own power generation, originally for units corresponding to capacity under the SEE Resolution No. 19/17, and later being extended to units under PPAs executed with CAMMESA. It should be noted that CAMMESA remained in charge of the commercial management and the dispatch of fuels for power generators which ‘do not or cannot' make use of such capacity. However, SE Resolution No. 12/2019 abrogated SGE Resolution No. 70/2018 and returned to the CAMMESA centralized fuel supply scheme as established in SE Resolution No. 95/2013, as amended.
Any disruption or inability to acquire the necessary fuels for our generation business could, in turn, materially adversely affect our operational results and financial condition and the market value of our ADSs.
Costs11 | 11.1%
Costs - Risk 1
Added
CAMMESA could alter and delay payments to power generators and fuel producers
Electricity generators receive, through CAMMESA, payments corresponding to the power availability and the energy effectively supplied to the spot market and under the contracts with CAMMESA.
There is a deficit between the inflows from electricity distribution companies and large users and outflows payable to generation and fossil fuel production companies.
The Argentine Government has covered such deficit through non-reimbursable contributions from the treasury to CAMMESA. If these treasury contributions are shown not be enough to cover all of the generators and fuel producers' claims against CAMMESA, CAMMESA's payable account would grow over time. As of the date of this annual report, according to CAMMESA, it is estimated that approximately 40% of the total cost of electricity generation, is not being transferred to the end-users but covered by the Argentine Government through subsidies. We cannot assure you that the portion of the generation costs not covered by retail distributors' end-user will not increase in the future or that CAMMESA will be able to pay the generators and fuel producers for its debts. In fact, due to the quarantine imposed due to COVID-19, Distributors and Large User's payments had significantly decreased, increasing the share that would have to be covered by the National Government to maintain CAMMESA's payment rate. Moreover, the Secretariat of Energy instructed CAMMESA to apply a new payment scheme for the Large Users affected by COVID-19 increasing the financial stress on CAMMESA and, ultimately, on generators if the National Government does not cover such amounts. Since November 2019, payments from CAMMESA which should be settled within 42 days from the end of the transaction month, have been raised to approximately 70 days (except for RenovAr power purchase agreements, which are paid in a timely manner and are guaranteed by FODER). The generators and fuel producers' inability to collect their receivables from CAMMESA could have a material adverse effect on their income, working capital funding and, consequently, on their operational results and financial and liquidity condition. For more information, please see ("-Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations") and "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations".
Costs - Risk 2
Added
Penalties may be applied under our energy supply agreements with CAMMESA, which may adversely affect the revenues derived from such contracts
We have executed several energy supply agreements with CAMMESA in which a breach of our commitments allows CAMMESA to apply penalties to us that may adversely affect the revenues derived from such contracts, such as:
(i) a breach of the availability commitments set forth in our WEM supply agreements under SE Resolution No. 220/2007, SEE Resolution No. 21/2016 and SEE Resolution 287/17 allows CAMMESA to apply penalties to us that may adversely impact the revenues derived from such agreements, which in turn may adversely affect our results. Moreover, under the WEM supply agreement under SEE Resolution 287/17 for the Genelba Plus Combined Cycle, a breach of the obligation to enter into commercial operations by a specified date entitles CAMMESA to apply penalties that may adversely impact the revenues derived from such agreements, which in turn may adversely affect our operational results. If the delay in the entry into commercial operations extends for more than 180 days from the specified date, the relevant PPAs may be automatically terminated by CAMMESA who may enforce the performance guarantee granted under such contract. In such event the project will be remunerated according to the general WEM remuneration scheme and therefore could negatively impact our operational results. (ii) a breach of the energy delivery commitments set forth in Greenwind's PPA allows CAMMESA to apply penalties to the generator that may adversely impact the revenues derived by the generator from such agreements and, ultimately, result in the obligation to sell the assets involved in the operation of the wind farm, which in turn may adversely affect our results. (iii) A breach of PEPE IV obligations to enter into commercial operations by the committed date in the process for obtaining the priority dispatch as established in Resolution ME&M No. 281-E/17 may result in the enforcement of the performance guarantees granted in connection with these projects. On November 2019, CAMMESA initiated the enforcement procedure. However, the parties have reached an agreement to suspend such procedure until April 30, 2020. See "Item 4. Our Generation Business-Renewable Energy".
Costs - Risk 3
Added
There are electricity transmission constraints in Argentina that may prevent us from recovering the full marginal cost of our electricity, which could materially adversely affect the financial results of our generation business
During certain times of the year, more electricity can be generated than can be transmitted. While under the remuneration scheme established by SEE Resolution No. 19/2017, such transmission constraints should not affect the price that is paid to the generator, nonetheless our dispatch may be affected. We cannot make any assurance that required investments will be made to increase the capacity of the transmission system. As a result of lower dispatch, our generation business may record lower operating profits than we anticipate, which could adversely affect our consolidated operational results and financial condition and the market value of our shares and ADSs.
Costs - Risk 4
Added
Electricity demand may be affected by tariff increases, which could lead distribution companies, such as Edenor, to record lower revenues
From 2013 through 2018, electricity demand in Argentina increased by 6%, which in part reflects the relative low cost, in real terms, of electricity to users due to the freezing of distribution margins, the establishment of subsidies in the purchase price of energy and the elimination of the inflation adjustment provisions in distribution concessions coupled with the devaluation of the Peso and inflation through 2018.
We cannot make any assurances that tariff increases made under the previous administration or any future increases in the cost of electricity will not have a material adverse effect on electricity demand or result in a decline in collections from users. In this respect, we cannot assure that these measures or any future measure will not lead electricity companies, like Edenor, to record lower revenues and operational results, which may, in turn, have a material adverse effect on the market value of our ADSs.
Costs - Risk 5
Added
The operating costs of the Argentine companies may increase as a result of the implementation or adoption of certain measures or policies by the Argentine Government and by pressures from unions
On several occasions, the Argentine Government implemented laws and collective bargaining agreements that compelled employers of the private sector to maintain certain salary levels and to bring additional benefits to their employees. Employers have suffered great pressure from their employees and the unions to grant increases in wages and other benefits.
There are possibilities that in the future, the Argentine Government may issue regulations and/or adopt policies or measures that imply increases in the minimum wage (salario mínimo, vital y móvil) and/or in benefits, indemnities, compensations and other labor costs that the employers may face. Every increase in wages or any other labor related cost may increase our costs and reduce the results of our operations. For more information, please see "We employ a largely unionized labor force and could be subject to organized labor action, including work stoppages that could have a material adverse effect on our business" below.
Costs - Risk 6
Added
Oil and gas prices and sale conditions could affect our level of capital expenditures
The prices that we are able to obtain for our hydrocarbon products affect the viability of investments in new exploration and development activities, and as a result, the timing and amount of our projected capital expenditures for such purposes. We budget capital expenditures by considering, among others, the market prices for our hydrocarbon products. In the event that current domestic prices decrease, the ability to improve our hydrocarbon recovery rates, identify new reserves and carry out certain other capital expenditure plans is likely to be affected, which, in turn, could have an adverse effect on our operational results.
In the context of the coronavirus pandemic crisis, Russia broke the agreement it had with Saudi Arabia in the internal dispute for oil production and, in response, Saudi Arabia lowered the price of oil to less than US$30 per barrel, levels that have not been seen for 16 years. Moreover, the United States oil prices traded below zero for the first time ever, and producers and traders were essentially paying other market participants to take their oil. For more information, please see ("-Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations") and "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations". ".
Costs - Risk 7
Added
In the event of an accident or other event not covered by our insurance policies, we could face significant losses that could result in a material adverse effect on our business and operational results
We carry insurance policies that are consistent with industry standards in each of our different business segments. Although we believe our insurance coverage is commensurate with international standards, no assurance can be given of the existence or sufficiency of risk coverage for any particular risk or loss both in our ongoing businesses or in the construction stages of our ongoing or future projects. If an accident or other event occurs that is not covered by our current insurance policies in any of our business segments or projects, we may experience material losses or have to disburse significant amounts from our own funds, which may have a material adverse effect on our net profits and our overall financial condition and the market value of our shares and ADSs.
Costs - Risk 8
Added
In the event of an accident or other event not covered by our insurance, Edenor could face significant losses that could materially adversely affect our business and operational results
As of December 31, 2019, Edenor's physical assets were insured for up to US$1,604.3 million.
However, Edenor does not carry insurance coverage for losses caused by its network or business interruption, including for the loss of Edenor's concession. Although Edenor believes its insurance coverage is commensurate with standards for the distribution industry, no assurance can be given of the existence or sufficiency of risk coverage for any particular risk or loss. If an accident or other event occurs that is not covered by Edenor's current insurance policies, Edenor may experience material losses or have to disburse significant amounts from its own funds, which may have a material adverse effect on our financial condition and consolidated operational results and the market value of our shares and ADSs.
Costs - Risk 9
Added
If Edenor is unable to control its energy losses, its operational results could be adversely affected
Edenor's distribution concession does not allow our energy distribution business to pass on to Edenor's users the cost of additional energy purchased to cover any energy losses that exceed the loss factor contemplated by the concession, which is, on average, 10%. As a result, if our energy distribution business experiences energy losses in excess of those contemplated by the concession, we may record lower operating profits than we anticipate. Prior to the 2001 and 2002 economic crisis in Argentina, Edenor was able to reduce the high level of energy losses experienced at the time of the privatization down to the levels contemplated (and reimbursed) under the concession. However, during the last years, Edenor's level of energy losses, particularly Edenor's non-technical losses, started to grow again, in part as a result of the increase in poverty levels and, in turn, in the number of delinquent accounts and fraud. Although Edenor continues to make investments to reduce energy losses, these losses continue to exceed the average 10% loss factor contemplated by the concession, and based on the current tariff schedule and the economic turmoil, we do not expect these losses to decrease in the near term. Energy losses in our distribution business amounted to 19.9% in 2019, 18.2% in 2018 and 17.1% in 2017. We cannot affirm that energy losses will not continue to increase in future periods, which may lead to lower margins in our distribution segment and could adversely affect our financial condition and consolidated operational results and the market value of our shares or our ADSs.
Costs - Risk 10
Added
Our profits may be affected by our failure to fulfill the requirements of the Energy Plus Program or by the modification or the cancellation of such program
If we do not comply with the requirements of the Energy Plus Program (SE Resolution No. 1281/2006) or if such program is modified or canceled, the non-compliant party would have to sell the production on the spot market, and also, eventually, under the remuneration scheme applicable to the spot market, which could affect our revenues.
In October 2015, CAMMESA issued Note No. B-102407-4, pursuant to which it mandated us to sell our uncommitted production under the Energy Plus Program to the spot market under the price scheme established by SE Resolution No. 482/2015 (currently SE Resolution 31/2020).
In Note No. 567/07, as amended, the SE established the CMIEE as a maximum fee for WEM Large Users for their surplus demand in the event that they do not have their demand backed with a contract under the Energy Plus Program. As of the date of this annual report, the CMIEE applicable to GUMAs and GUMEs is equal to the higher between 1200 Ps./MWh or the temporary dispatch surcharge and for GUDIs of 0 Ps./MWh. The CMIEE implies an indirect maximum limit to the price that generators under the Energy Plus Program may charge. The detrimental effect that such limits could have on our generators could be exacerbated if the Peso continues to devalue. As a consequence, if the CMIEE is not adjusted or a higher devaluation of the Peso occurs, this could result in a decline in prices charged by our generators under their Energy Plus Program contracts or in a discontinuance of the Energy Plus contracts, forcing such generators to sell the capacity and energy unsold in the spot market at lower prices.
Costs - Risk 11
Added
Substantial or extended declines and volatility in the prices of crude oil, oil products and natural gas may have an adverse effect on our operational results and financial condition
A significant amount of our revenue is derived from sales of crude oil, oil products and natural gas. Factors affecting international prices for crude oil and related oil products include: political developments in crude oil producing regions, particularly the Middle East; the ability of the Organization of Petroleum Exporting Countries ("OPEC") and other crude oil-producing nations to set and maintain crude oil production levels and prices; global and regional supply and demand for crude oil, gas and related products; competition from other energy sources; domestic and foreign government regulations; weather conditions; storage capacity and global and local conflicts or acts of terrorism. We have no control over these factors. Although crude oil prices had maintained an increasing trend in recent years, at the beginning of 2020 the conflict between Saudi Arabia and Russia, which was magnified with the effects of the global crisis caused by the COVID-19, resulted in a collapse of crude oil prices. The Brent registered the worst decline of the last three decades with a 30% decrease, and the West Intermediate Texas traded at negative prices. For more information, please see ("-Developments relating to the novel coronavirus may have a material adverse impact on our business operations, financial condition or results of operations") and "Item 4-Relevant Events- Measures Designed by the Argentine Government to Address the Covid-19 Outbreak" and "Impact of the COVID-19 outbreak on our Operations".
As a result, we cannot assure that substantial or extended declines in international prices of crude oil and related oil products will not have a material adverse effect on our business, operational results and financial condition and the value of our proven reserves. In addition, significant decreases in the prices of crude oil and related oil products may require the incurrence of impairment charges in the future or cause us to reduce or alter the timing of our capital expenditures, and this could adversely affect our production forecasts in the medium-term and our reserves estimates in the future.
Legal & Regulatory
Total Risks: 20/99 (20%)Below Sector Average
Regulation13 | 13.1%
Regulation - Risk 1
Added
Default by the Argentine Government could lead to termination of Edenor's distribution concession, and have a material adverse effect on our business and financial condition
If the Argentine Government breaches its obligations in such a way that Edenor cannot comply with its obligations under its distribution concession or in such a way that Edenor's service is materially affected, Edenor may request the termination of its distribution concession, after giving the Argentine Government 90 days' prior notice in writing. Upon termination of Edenor's distribution concession, all of its assets used to provide the electricity distribution service would be transferred to a new state-owned company to be created by the Argentine Government, whose shares would be sold in an international public bidding procedure. The amount obtained in such bidding would be paid to Edenor, net of the payment of any debt owed by Edenor to the Argentine Government, plus an additional compensation established as a percentage of the bidding price, ranging from 10% to 30% depending on the management period in which the sale occurs. Any such default could have a material adverse effect on our business and financial condition.
Regulation - Risk 2
Added
The guarantees granted by the Company to its affiliates could be enforced, which could have an adverse effect on results of our operations.
The Company has guaranteed in due time and form the fulfillment of payment obligations and commercial obligations of some of its affiliates. In the event that the affiliates do not comply with the obligations assumed, the guarantees granted by the Company could be enforced in accordance with their terms and conditions.
As of the date of this annual report, no breaches have occurred that triggered the guarantees, but the Company cannot assure that they will not occur in the future. Such breaches may have an adverse effect on our operational results.
Regulation - Risk 3
Added
The Argentine Government could alter and delay payments to natural gas producers under key government programs
In recent years, we participated in the Gas Plan I (as defined below) and the Gas Plan II (as defined below). Companies that participate in the Gas Plan I and the Gas Plan II agree to a Base Volume to be sold at a fixed Base Price and receive between US$4.00 and US$7.50 per million BTU (depending on the production level, the "Surplus Price") for any amount of natural gas produced in excess of the Base Volume (the Surplus Injection). The Argentine Government agrees to compensate participating companies, on a monthly basis, for: (i) any difference between the Surplus Price and the price actually received for the sale of the Surplus Injection and (ii) any difference between the Base Price and the price actually received for the sale of the Base Volume.
In connection with these government programs, we received US$7.50 per million BTU from the Argentine Government for the volume of natural gas that we produced in excess of the agreed threshold. As of the date of this annual report, we had only collected payments from the Argentine Government for December 2016 and three months of 2017. The Gas Plan I and the Gas Plan II of Pampa finished on December 31, 2017 and June 31, 2018 respectively.
On April, 3, 2018, ME&M Resolution No. 97/18 was issued approving the procedure to cancel the outstanding compensation and/or payments as of December 2017, regarding the Gas Plan I, Gas Plan II and Gas Plan III (as defined below). On May 2, 2018, we adhered to this procedure for the cancellation in 30 equal consecutive installments, payable as from January 1, 2019, of the amounts owed under the following programs: (i) Gas Plan I (Resolution No.1/13); (ii) the Gas Plan II (SE Resolution No. 60/13); and (iii) the Gas Plan III (ME&M Resolution No. 74/16).
On February 21, 2019, SGE Resolution No. 54/19 was published, cancelling the obligations arising from the provisions of the ME&M Resolution No. 97/18 through the issuance of public debt instruments. Consequently, on February 26, 2019, joint Resolution No. 21/2019 of the Secretariat of Finance and the Secretariat of Treasury was published, which provided for the issuance of Natural Gas Program Bonds denominated in US$, issued on February 27, 2019, for a term of two years and four months, without interest and with an amortization of 29 monthly and consecutive installments, the first installment representing 6.66% of the original nominal value, the following 18 installments representing 3.33% of the original nominal value and the remaining ten installments representing 3.34% of the original nominal value. Pampa adhered to the terms and scope of SGE Resolution No. 54/19 (see "Item 4-Our Business-The Argentine Energy Sector- OIL & GAS REGULATORY FRAMEWORK- Gas Market Regulatory Framework" and Relevant Events - Oil and Gas-Modifications to the Unconventional Gas Plan - Resolution No.46-E/17). This resolution keeps 85% of the Argentine Government debt denominated in U.S. dollars, despite the billing in Pesos described above, reducing our currency devaluation risk.
We face the risk of the Argentine Government suspending or further delaying remaining payments due under Resolution No. 97/18, which would negatively affect our financial condition and operational results.
Regulation - Risk 4
Added
Argentine oil and gas production concessions and exploration permits are subject to certain conditions and may not be renewed or could be revoked
The "Hydrocarbons Law" (as amended by Law No. 27,007) provides for oil and gas concessions to remain in effect for 25, 30 or 35 years, depending on the concession, as from the date of their award, and further provides for the concession term to be extended for periods of ten additional years, subject to terms and conditions approved by the grantor at the time of the extension. The authority to extend the terms of current and new permits, concessions and contracts is of the province in which the relevant area is located (and the Argentine Government in respect of offshore areas beyond 12 nautical miles). In order to be eligible for an extension, any concessionaire and permit holder must (i) have complied with its obligations under the Hydrocarbons Law and the terms of the particular concession or permit, including evidence of payment of taxes and royalties, the supply of the necessary technology, equipment and labor force and compliance with various environmental, investment and development obligations, (ii) be producing hydrocarbons in the relevant concession area and (iii) submit an investment plan for the development of the areas as requested by the relevant authorities at least one year prior to the expiration of the original concession. In addition, concessionaires that request extensions under Law No. 27,007 have to pay additional royalties ranging from 3% to a maximum of 18%. Under the Hydrocarbons Law, non-compliance with these obligations and standards may also result in the imposition of fines and in the case of material breaches, following the expiration of applicable cure periods, the revocation of the concession or permit.
We cannot assure you that our concessions will be extended in the future as a result of the review by the relevant authorities of the investment plans submitted for such purposes, or that additional requirements to obtain such concessions or permits will not be imposed.
Hydrocarbon activities (including, exploitation, industrialization, transportation and commercialization) in the territory of Argentina are deemed of "national public interest." We cannot assure you that any measures that may be adopted by the Argentine Government to secure Argentina's self-sufficiency in oil and gas supply will not have a material adverse effect on the Argentine economy and, as a consequence, adversely affect our financial condition, our operational results and the market value of our shares and ADSs.
Regulation - Risk 5
Added
Oil and gas companies have been affected by certain measures taken by the Argentine Government and may be further affected by additional changes in their regulatory framework
Since December 2011, the Argentine Government has adopted from time to time a number of measures concerning the repatriation of funds obtained from oil and gas exportation and charges applicable to the production of liquid gas, which have affected the oil and gas business. Beginning in April 2012, the Argentine Government provided for the nationalization of YPF and imposed major changes to the system under which oil companies operate, principally through the enactment of Law No. 26,741, Decree No. 1277/2012 and Law No. 27,007. Further changes in such regulations may increase the adverse effect of such measures on the business, revenues and our result of operations and financial condition.
Regulation - Risk 6
Added
Limitations on local pricing in Argentina may adversely affect our operational results
In recent years, due to regulatory, economic and government policy factors, domestic crude oil, gasoline, diesel and other fuel prices have differed substantially from the prices for such products prevailing on the international and regional markets, and the ability to increase or maintain prices to adjust to international price or domestic cost variations has been limited. International crude oil and related oil product prices have declined significantly from the second half of 2014 through December 2017.
On August 15, 2019, Decree No. 566/19 established that, for a period of ninety days: (i) deliveries of crude oil in the local market must be invoiced and paid by applying a reference exchange rate of Ps.45.19/US$ and a reference price of Brent crude oil of US$59/barrel; (ii) the prices of gasoline and diesel sold locally cannot exceed the current price as of August 9, 2019; and (iii) hydrocarbon producing companies, refineries and retail companies must supply the national demand for crude oil and liquid fuels, respectively, at the established prices.
Regarding natural gas, revenues we obtain as a result of selling natural gas in Argentina are subject to government regulations and could be negatively affected, particularly considering the evolution of gas prices for residential consumers, which in turn are still subject to subsidies, and the evolution of sale price to electric generation plants. This situation, in addition to CAMMESA's bidding processes, which promoted strong competition in the demand of power generation plants, had a sensitive effect on the demand for the remaining segments, generating a lower quantity of firm commitments and/or contracts for shorter terms.
We cannot assure that in the future new regulations on local oil prices will not be applied.
We cannot assure that we will be able to maintain or increase the domestic prices of our products, and limitations on our ability to do so could adversely affect our financial condition and operational results. Similarly, we cannot affirm that hydrocarbon prices in Argentina will track increases or decreases in hydrocarbon prices in the international or regional markets. Discrepancies between domestic and international prices may adversely affect our financial condition and operational results.
Regulation - Risk 7
Added
Restrictions on the movement of capitals out of Argentina may impair the ability of holders of ADSs to receive dividends and distributions, and the proceeds of any sale of, the shares underlying the ADSs, which could affect the market value of the ADSs
The Argentine Government has reestablished restrictions on the conversion of Argentine currency into foreign currencies and on the remittance to foreign investors of proceeds from their investments in Argentina. Conversion of dividends, distributions, or the proceeds from any sale of shares from Pesos into U.S. Dollars, as well as the transfer of those funds abroad is strongly limited (See "Item 10. Additional Information-Exchange Controls"). Future restrictions on the movement of capital to and from Argentina such as those that previously existed could, if reinstated, impair or prevent the conversion of dividends, distributions, or the proceeds from any sale of shares, as the case may be, from Pesos into U.S. Dollars and the remittance of such U.S. Dollars abroad. Also, certain of our indebtedness includes covenants limiting the payment of dividends. We cannot assure you that the Argentine Government will not take similar measures in the future. In such a case, the depositary for the ADSs may hold the Pesos it cannot otherwise convert for the account of the ADS holders who have not been paid. In addition, any future adoption by the Argentine Government of restrictions on the movement of capital out of Argentina may affect the ability of our foreign shareholders and holders of ADSs to obtain the full value of their shares and ADSs and may adversely affect the market value of our shares and ADSs.
Regulation - Risk 8
Added
Pampa's business and operations may be affected by restrictions on imports of products
In February 2011, the former Argentine Ministry of Industry issued Resolution No. 45/11, which, among other things, decided to extend the applicability of non-automatic permits regarding imports of products considered as luxury goods or that compete in a non-loyal manner with domestic production, in accordance with the aforementioned Ministry's criteria. The Argentine Government issued Resolution No. 45/11 considering that domestic production was able to satisfy the domestic demand. On January 25, 2013, the Ministry of Economy issued Decree N° 11/13 which abolished Resolution No. 45/11, ending with the system that compelled importers to request an authorization to import certain products to the country.
On January 8, 2020, the Secretariat of Industry, Knowledge Economy and Foreign Commercial Management (Secretaría de Industria, Economía del Conocimiento y Gestión Comercial Externa) issued Resolution No. 1/20 which: (i) incorporated new tariff items that must file for non-automatic licenses (NAL); (ii) modified the forms that needed to be presented to request import licenses; (iii) decreased the tolerance in the FOB unitary value of merchandises subject to filing for NAL; (iv) decreased the validity of the NAL from 180 days to 90 days counted from their approval in the SIMI; (v) extended the scope of merchandise imports to Isla Grande de la Tierra del Fuego (creating an exception for products entering from continental territory); and (vi) established the Sub-Secretariat of Politics and Commercial Management of the Secretariat of Industry, Knowledge Economy and Foreign Commercial Management as authority.
As of the date of this annual report, we cannot guarantee that the Argentine Government will not implement similar measures in the future. Those measures may affect goods that we use as inputs, causing an adverse effect on our business, our financial condition and operational results.
Regulation - Risk 9
Added
Argentine corporations may be restricted to make payments in foreign currencies
There are restrictive conditions currently applicable in Argentina that affect corporations' ability to access the MULC to acquire foreign currency to transfer funds to other countries, service debt, make payments outside Argentina and other operations, requiring, in some cases, prior approval by the Central Bank. These restrictions may affect our operations and our expansions projects, as they require the import of services and goods for which payment may be restricted.
The Argentine Government may impose or create further restrictions on the access to the MULC. In such case, the possibility of Argentine corporations to make payments outside Argentina and to comply with their obligations and duties may be affected.
We cannot predict how such current restrictions may evolve after this annual report, mainly regarding limitations to transfer funds outside the country. The Argentine Government may impose further exchange controls or restrictions to capital transfers and modify and adopt other policies that may limit or restrict our ability to access international capital markets, to make payments of principal and interest and other additional amounts outside the country (including payments relating to our notes), or affect in other ways our business and our operational results, or cause the market value of our ADSs and our common shares to decline.
Exchange controls in an economic environment in which the access to local capital markets is restricted may cause an adverse effect in our activities, mainly in our ability to make payments of principal and/or interest of our notes in foreign currency. For more information, please see "Item 10. Additional Information – Exchange Control" below.
Regulation - Risk 10
Changed
Export duties and import regulations on our products negatively affected the profitability of our operations
On March 1, 2002, the Argentine Government imposed a withholding tax on exports of hydrocarbons, initially lasting five years, which was subsequently extended through 2017. This tax framework prevented us from benefiting from significant increases in international prices for oil, oil related products and natural gas, hindered us from offsetting sustained increases in costs related to the energy industry, and materially affected our competitiveness and operational results. On January 6, 2017, the Argentine Government did not extend the resolutions that imposed a withholding tax on exports of hydrocarbons.
On August 22, 2018 the Argentine Government issued a new Natural Gas Exportation Procedure regulating the process to obtain the authorizations needed to export natural gas.
Afterwards, on September 4, 2018, the Argentine Government published Decree No. 793/2018 which imposed an exportation duty on several goods including natural gas until December 31, 2020. The exports duty consists of a Ps. 4 tax on every US$1.00 worth of exports, with a maximum tax rate of 12% on the value of exports.
Thereafter, the Social Solidarity and Productive Reactivation Law modified the prior exportation duties for hydrocarbons that are commercialized in the external market.
We cannot affirm that the Argentine Government will not create new export and import regulations or amend the ones currently in place. We cannot predict the impact that any such changes may have on our operational results and financial condition.
Regulation - Risk 11
Added
We operate a material portion of our business pursuant to public concessions granted by the Argentine Government, the revocation or termination of which would have a material adverse effect on our business
We conduct a material part of our businesses pursuant to public concessions granted by the Argentine Government. These concessions contain several requirements regarding the operation of those businesses and compliance with laws and regulations. Compliance with our obligations under our concessions is, in certain cases, secured by a pledge of our shares in the concessionaires in favor of the Argentine Government. Accordingly, upon the occurrence of specified events of default under these concessions, the Argentine Government would be entitled to foreclose on its pledge of the concessionaire and sell our shares in that concessionaire to a third party. Such sale would have a severe negative impact on our ability to operate a material portion of our business, and as a result, our operational results would be materially adversely affected. Finally, our concessions also generally provide for termination in the case of insolvency or bankruptcy of the concessionaire. If any of our concessions are terminated or if the Argentine Government forecloses its pledge over the shares we own in any of our concessionaire companies, such companies could not continue to operate as a going concern, and in turn our consolidated operational results would be materially adversely affected and the market value of our shares and ADSs could decline.
Regulation - Risk 12
Added
The Argentine Government has intervened in the electricity sector in the past, and may continue intervening
Historically, the Argentine Government has exerted a significant influence on the economy, including the energy sector, and companies such as us that operate in such sector have done so in a highly regulated context that aims mainly at guaranteeing the supply of domestic demand.
To address the Argentine economic crisis in 2001 and 2002, the Argentine Government adopted the Public Emergency Law No. 25,561 and other regulations, which made a number of material changes to the regulatory framework applicable to the electricity sector. These changes severely affected electricity generation, distribution and transmission companies and included the freezing of nominal distribution margins, the revocation of adjustment and inflation indexation mechanisms for tariffs, a limitation on the ability of electricity distribution companies to pass on to the user increases in costs due to regulatory charges and the introduction of a new price-setting mechanism in the WEM which had a significant impact on electricity generators and generated substantial price differences within the market. From time to time, the Argentine Government intervened in this sector, by, for example, granting temporary nominal margin increases, proposing a new social tariff regime for residents of poverty-stricken areas, removing discretionary subsidies, creating specific charges to raise funds that were transferred to government-managed trust funds that finance investments in generation and distribution infrastructure and mandating investments for the construction of new generation plants and the expansion of existing transmission and distribution networks.
On January 27, 2017, the SEE issued Resolution No. 19/2017 which modified the remuneration scheme approved by Resolution No. 22/2016, improving the revenue of generators. See "Item 4. The Argentine Energy Sector-Remuneration Scheme for Generation Not Covered by Contracts-SEE Resolution No. 19/2017: February 2017 - February 2019". In 2019, the SRRYME issued Resolution No. 1/19 establishing a new remuneration scheme for energy generation. This new regime has, in general, a negative impact on the revenues of generating units that do not have the benefit of a special regime (e.g. Energía Plus or MATER) or a contract with CAMMESA, particularly, over older TG and TV units (such as those that are installed in CPB and CTG), as it has decreased the prices for capacity and generated/operated energy. Moreover, the new regime introduced a 50% discount on the capacity and energy remuneration in the event that the generator had assumed its own supply of fuel and, when dispatched, lacked such fuel. We cannot assure that future remuneration scheme will not have an adverse effect on our operational results. Regarding the spot price for electricity power, on February 27, 2020, the Secretariat of Energy issued Resolution No. 31/20, which modified –retroactively, from February 1, 2020 onwards certain aspects of the remuneration scheme established by Resolution (SRRYME) No. 1/19.
On November 28, 2017, through Resolution SEE No. 1085/17, a new scheme that transferred the cost of electricity transport to the users was enacted. Generators pay for the connection and operation costs of their own connection through a special charge determined by the SEE.
During 2017, the Argentine Government, through the relevant agencies, enacted several resolutions to establish the penalties regime and adjust tariffs. On February 1, 2017, the RTI process was completed and a new tariff scheme for the following five-year period was enacted. However, the aforementioned Social Solidarity and Productive Reactivation Law (Law 27,541) established a new tariff revision.
Notwithstanding the recent measures adopted, we cannot assure you that certain other regulations or measures that may be adopted by the Argentine Government will not have a material adverse effect on our business and operational results or on the market value of our shares and ADSs or that the Argentine Government will not adopt further emergency legislation, or other similar regulations in the future that may increase our obligations, including increased taxes, unfavorable alterations to our tariff structures or remuneration scheme and other regulatory obligations, compliance with which would increase our costs and may have a direct negative impact on our operational results and cause the market value of our ADSs and our common shares to decline.
Regulation - Risk 13
Added
Changes in regulations governing the dispatch of generators may affect our generators
Pursuant to Note No. 5,129/13, the former SE instructed CAMMESA to optimize the dispatch of WEM's generators according to the available fuels and their actual costs. Such modifications or any other modifications under the emergency established by Decree No. 134/15 or any other measures may result in a lower dispatch of our generators and, in turn, could adversely affect our operational results and financial conditions.
Litigation & Legal Liabilities5 | 5.1%
Litigation & Legal Liabilities - Risk 1
Added
We and our subsidiaries are involved in various legal proceedings which could result in unfavorable rulings against us
We and our subsidiaries are party to a number of legal proceedings, some of which have been pending for several years. We cannot be certain that these claims will be resolved in our favor, and responding to the demands of litigation may divert our management's time and attention and our financial resources. See "Item 8. Legal Proceedings".
Litigation & Legal Liabilities - Risk 2
Added
Current investigations being conducted on corruption in Argentina could have an adverse impact on the development of the Argentine economy and on investor confidence
As of the date of this annual report, several Argentine businesspersons, mainly associated with public works projects, and former government officials of the Kirchner administration are being investigated for inappropriate gifts and unlawful association. On September 17, 2018, prosecution for unlawful association began against the former president –and current Vice-president – of Argentina, Cristina Elisabet Fernández de Kirchner and several businesspersons.
Depending on the results of such investigations and the time it takes to complete them, the companies involved could face, among other consequences, a decrease in their credit rating, claims from their investors, as well as restrictions on financing through capital markets. These adverse effects could hinder the ability of these companies to meet their financial obligations on time. In relation to the above, the lack of future financing for these companies could affect the realization of the projects or works that are currently in execution.
Likewise, the effects of these investigations or any future investigation could affect the levels of investment in infrastructure in Argentina, as well as the continuation, development and completion of public works projects and public-private participation projects (PPP), which could ultimately lead to lower growth of the Argentine economy.
We cannot estimate the impact that these investigations could have on the Argentine economy. Similarly, it is not possible to predict the duration of the corruption investigations, nor which other companies might be involved or how far-reaching the effects of these investigations might be, particularly in the energy sector, or if there will be any other future investigations in this or other industry, which may negatively impact the Argentine economy. In turn, the decrease in investor confidence resulting from any of these, among other issues, could have a significant adverse effect on the growth of the Argentine economy, which could, in turn, harm our business, our financial condition and operational results and affect the trading price of our common shares and ADSs.
Litigation & Legal Liabilities - Risk 3
Added
CPB could be subject to fines and penalties for not having a concession for the use of seawater for the refrigeration of its generation units
CPB uses seawater to refrigerate its generation units. According to applicable provincial law, such activity requires a concession to be granted by the provincial government. CPB consulted the regulatory authorities who informed that, according to their files, no such concession has been granted to CPB. The penalties for such infringement may vary from the application of a maximum Ps.50,000 fine to the closing of the plant. While CPB considers that the likelihood of any such penalties being imposed is low, we cannot assure you that the operation of CPB would not be affected if such penalties were to be imposed.
Litigation & Legal Liabilities - Risk 4
Added
CPB could be exposed to third-party claims on real property utilized for its operations that could result in the imposition of significant damages, for which we have not established a provision in our consolidated financial statements for potential losses
At the time of CPB's privatization in 1997, the Province of Buenos Aires agreed to expropriate and transfer to CPB the real property on which the plant was built and to create administrative easements in favor of CPB over the third-party lands through which a gas pipeline and an electricity transmission line run. Although the Province of Buenos Aires is in the process of expropriating the property on which the plant is built, as of the date of this annual report, it had not transferred all of the real property with clear and marketable title to CPB. In addition, the Province of Buenos Aires has not created the administrative easements for CPB's gas pipeline or the electricity transmission line. In July 2008, CPB sued the Province of Buenos Aires seeking the creation of the administrative easements in favor of CPB. CPB has received several complaint letters from third parties seeking compensation for the use of this land. If the Province does not complete the expropriation process or the administrative easement process, CPB may be exposed to judicial claims by third parties seeking compensation or damages for which we have not established a provision in our consolidated financial statements. If CPB were required to pay material damages or compensation for the right to use this real property as a result of adverse outcomes from legal proceedings, we could be required to use cash from operations to cover such costs, which could have a materially adverse effect on our financial condition and consolidated operational results and cause the market value of our ADSs to decline.
This risk extends to our thermal generation plant Ingeniero White ("CTIW") which is constructed on CPB's real property.
Litigation & Legal Liabilities - Risk 5
Added
Our distribution business has been, and may continue to be, subject to fines and penalties that could have a material adverse effect on our financial condition and operational results
We operate in a highly regulated environment and our distribution business has been and in the future may continue to be subject to significant fines and penalties imposed by regulatory authorities, including for reasons outside our control, such as service disruptions attributable to problems at generation facilities or in the transmission network that result in a lack of electricity supply. Since 2001, the amount of fines and penalties imposed on our distribution business has increased significantly. As of December 31, 2019 and 2018, our accrued fines and penalties totaled US$121 million and US$187 million, respectively (considering adjustments made to fines and penalties following the ratification of the Adjustment Agreement and recent regulation). See Item 4. Our Distribution of Energy Business-Empresa Distribuidora y Comercializadora Norte S.A. (Edenor) -Fines and Penalties".
On October 19, 2016, pursuant to Note No. 123,091 the ENRE established the average rate values (Ps./kWh) to be applied as from December 2012, for calculating the penalties payable to the Argentine Government. In accordance with the terms of Edenor's Concession Agreement, such values should correspond to the average sale price of energy charged to users. Since the amounts set forth in the note were not consistent with the principle contained in Edenor's Concession Agreement, on November 1, 2016, Edenor submitted a claim to the ENRE requesting that the amounts in Note No. 123,091 be modified to reflect the amounts contained in the Edenor's Concession Agreement. As of the date of this annual report, Edenor has received the response from the ENRE (Note No. 129,061), which clarified that the increases or adjustments are not applicable, and only the values paid by the customers should be considered.
On February 1, 2017, the ENRE issued Resolution No. 63/17, through which it approved new parameters related to the quality standards with the purpose of achieving an acceptable quality level by the end of the 2017-2021 period. In this regard, the ENRE established a penalty regime to be applied in the event of non-compliance with the requisite quality rates.
On March 29, 2017, through Note No. 125,248 the ENRE established a new methodology for the calculation of fines and penalties, determining that they must be valued according to the kWh values in effect as of the first day of the six-month period during which the event giving rise to the penalty occurred or the kWh values in effect as of the day of the occurrence of the event in the case of penalties arising from specific events.
In addition, fines and penalties, accrued and not imposed during the transition period of the Adjustment Agreement must be updated using the CPI that the Central Bank uses to elaborate the Multilateral Real Exchange Rate Index, corresponding to the month prior to the six-month period during which the event giving rise to the penalty occurred or the month prior to that on which the specific penalty event occurred, till the previous month of the day on which the penalty was imposed. Those fines and penalties accrued and imposed since the date of issuance of the Note No. 120,151 through the completion of the RTI on February 1, 2017 (i.e., the period between April 2016 and February 2017) must also be updated using the CPI.
We cannot assure you that our distribution segment will not incur significant fines in the future, which could have a material adverse effect on our financial condition and operational results, and the market value of our ADSs and our common shares.
Environmental / Social2 | 2.0%
Environmental / Social - Risk 1
Added
We may incur significant costs and liabilities related to environmental, health and safety matters
Our operations, like those of other companies in the Argentine oil and gas industry, are subject to a wide range of environmental, health and safety laws and regulations. These laws and regulations have a substantial impact on our operations and could result in material adverse effects on our financial position and operational results.
Environmental, health and safety regulation and case law in Argentina is developing at a rapid pace and no assurance can be provided that such developments will not increase our cost of doing business and complying with applicable regulations. In addition, due to concern over the risk of climate change, a number of countries have adopted, or are considering the adoption of, new regulatory requirements to reduce greenhouse gas emissions, such as carbon taxes, increased efficiency standards, or the adoption of cap and trade regimes. If adopted in Argentina, these requirements could make our products more expensive as well as shift hydrocarbon demand toward relatively lower-carbon sources such as renewable energies.
Environmental / Social - Risk 2
Added
Our operations could cause environmental risks and any change in environmental laws could increase our operating costs
Some of our operations are subject to environmental risks that could arise unexpectedly and cause material adverse effects on our operational results and financial condition. In addition, the occurrence of any of these risks could lead to personal injury, loss of life, environmental damage, repair and expenses, equipment damage and liability in civil, criminal and administrative proceedings. We cannot assure you that we will not incur additional costs related to environmental issues in the future, which could adversely affect our operational results and financial condition. In addition, we cannot ensure that our insurance coverage is sufficient to cover the losses that could potentially arise from these environmental risks.
In addition, we are subject to a broad range of environmental legislation, both in Argentina and in other countries where companies we have interests in are located. Local, provincial and national authorities in Argentina and other countries where companies we have interests in are located may implement new environmental laws and regulations and may require us to incur higher costs to comply with new standards. The imposition of more stringent regulatory and permit requirements in relation to our operators in Argentina could significantly increase the costs of our activity.
We cannot predict the general effects of the implementation of any new environmental laws and regulations on our financial condition and operational results.
Ability to Sell
Total Risks: 4/99 (4%)Below Sector Average
Competition1 | 1.0%
Competition - Risk 1
Added
We face significant competition in the acquisition of exploratory acreage and oil and natural gas reserves
The Argentine oil and gas industry is extremely competitive. When we bid for exploration or exploitation rights with respect to a hydrocarbon block, we face significant competition not only from private companies, but also from national or provincial public companies. In fact, the provinces of La Pampa, Neuquén and Chubut have formed companies to carry out oil and gas activities on behalf of their respective provincial governments. The state-owned energy companies IEASA, YPF and other provincial companies (such as Gas y Petróleo de Neuquén S.A. (G&P) and Empresa de Desarrollo Hidrocarburífero Provincial S.A. ("EDHIPSA")) are also highly competitive in the Argentine oil and gas market. As a result, we cannot assure that we will be able to acquire new exploratory acreage or oil and gas reserves in the future, which could negatively affect our financial condition and operational results. There can be no assurance that the participation of IEASA or YPF (or any province-owned company) in the bidding processes for new oil and gas concessions will not influence market forces in such a manner that could have an adverse effect on our financial condition and operational results.
Demand1 | 1.0%
Demand - Risk 1
Added
If the demand for energy is increased suddenly, current levels of power generation and the difficulty in increasing the capacity of transmission and distribution companies in a short or medium term, could adversely affect the Company, which in turn could result in customer complaints and substantial fines for any interruptions
Until 2016, the increase in electricity demand was greater than the structural increase in electricity generation, transmission and distribution capacities, which led to power shortages and disruptions, in certain occasions. A sustained increase in electricity demand could generate future shortages. In addition, the condition of the Argentine electricity market has provided little incentive to generators and distributors to further invest in increasing their generation and distribution capacity, respectively, which would require material long-term financial commitments. Although there were several investments in generation during 2017 and 2018, which would increase the installed capacity in the coming years, the highest density of investments was concentrated in the Greater Buenos Aires area. It is still necessary to make several investments in the transmission and distribution system to guarantee the delivery of electricity to the users and reduce the frequency of interruptions.
The dispatch of electricity by generators could be substantially and adversely affected since the transmission line may lack sufficient capacity to transport the output of all connected power plants. As a result, our operational results could be affected, as well as our financial condition.
Additionally, according to Argentine law, distribution companies such as Edenor are responsible towards their customers for any interruption in the supply of electricity. Consequently, customers can direct their claims to the distribution companies. Also, distribution companies are subject to fines and penalties for service disruptions caused by energy shortages, unless the respective Argentine authorities determine that energy shortages constitute force majeure events. As a result, we could face user claims and fines and penalties for service disruptions caused by energy shortages unless the relevant Argentine authorities determine that energy shortages constitute force majeure. Additionally, disruptions in the supply of electricity could expose us to intervention by the Argentine Government, which warned of such possibility during the blackouts of December 2013 (which resulted from an increase in demand for electricity). We cannot affirm that we will not experience a lack in the supply of energy or that such claims, fines, penalties or government intervention could not adversely affect our businesses' financial condition and operational results and cause the market value of our ADSs and our common shares to decline.
Sales & Marketing2 | 2.0%
Sales & Marketing - Risk 1
Added
We may be unable to collect amounts due, or to collect them in a timely manner, from CAMMESA and other customers in the electricity sector, which would have a material adverse effect on our financial condition and operational results
Electricity generators, including ourselves and our subsidiaries, are paid by CAMMESA for their energy and capacity sold on the spot market, which collects revenue from other WEM agents. Since 2012, a significant number of WEM agents – mostly distributors, including Edenor - defaulted in the payment of amounts owed to the WEM or failed to pay in a timely manner to CAMMESA (see "Edenor may not have the ability to raise the funds necessary to repay its commercial debt with CAMMESA, its major supplier "), which adversely affected the ability of CAMMESA to meet its own payment obligations to generators or to pay them in a timely manner. This situation led to the creation of the Fondo Transitorio de Recomposición de Cobranzas"– SE Notes No. 7588/12, 8147/12 and 8476/12 (the Transitory Recovery Fund), by means of which the SE instructed CAMMESA to collect the charges and interest accrued from distributors' defaults and renegotiate the terms of the payment of the defaulted amounts. As of the date of this annual report, the SE has not instructed CAMMESA to pay the generators the amounts collected from WEM agents on account of interest from delayed payments to CAMMESA.
Additionally, the stabilization fund created by the SE to cover the difference between the spot price and the seasonal price of electricity recorded a permanent deficit. This difference was due to the intervention of the Argentine Government and the measures adopted pursuant to the Public Emergency Law.
Resolution ME&M No. 197/2016, instructed CAMMESA to negotiate payment plans with distributors and large users for the repeal of injunctions that had suspended tariff increases. It further ordered that the payment plans be in four monthly installments, equal and consecutive free of interest or surcharges related to non-payment. The first installment expired in October 2016. Similarly, with respect to the amounts not paid by the users of Edenor and Edesur, it was also provided that such amounts were to be paid in four installments under the same conditions.
We cannot provide any assurance that any measures aimed at reducing the debt of distributors and large users will be implemented, that the difference between the spot price and the seasonal price will not increase in the future, that the Argentine Government will use funds of the National Treasury to cover any differences or that CAMMESA will be able to pay generators, both with respect to energy and capacity sold in the spot market. In fact, since November 2019, payments from CAMMESA, which should be settled within 42 days from the end of the month have been delayed and have been settled within approximately 70 days instead (except for RenovAr agreements which are paid in a timely manner and have FODER's guarantee).
Furthermore, as a consequence of the suspension of the incorporation or renewal of contracts in the term market (except for Energy Plus Program and MATER), the revenues of electricity generators will depend on the payments received from CAMMESA.
The inability of generators, including us and certain of our subsidiaries, to collect their credits from CAMMESA or to collect them in a timely manner, may have a material adverse effect on the revenues of our generation subsidiaries and accordingly, on our operational results and financial condition and the market value of our shares and ADSs.
Sales & Marketing - Risk 2
Added
Limits on exports and imports of hydrocarbons and related oil products have affected and may continue to affect our operational results
In recent periods, the Argentine Government has introduced a series of measures limiting exports and imports of hydrocarbons and related oil products, which have prevented oil and gas companies from benefiting from the prices of these commodities in the international markets, and materially affected the competitiveness and operational results of those companies.
Crude oil exports, as well as the export of most of our hydrocarbon products, currently require prior authorization from the SGE pursuant to Resolution No. 241-E/17, as amended. Companies seeking to export must first demonstrate that the local demand is satisfied or that an offer to sell the product to local purchasers has been made and rejected.
In addition, on March 21, 2017, Decree No. 192/2017 created the Oil and its Byproducts Import Operations Registry (the "Registry") and provided that the MinEn would be responsible for controlling the Registry. The Registry covered the import of (i) crude oil and (ii) certain other specific byproducts (section 2 of the decree). The regulation established that any company that wished to perform such import operations was obligated to register such operation in the Registry and to obtain authorization from the MinEn before the import took place. This regime exempted any import by CAMMESA in order to supply power plants with the main purpose of technical supply to the SADI. On November 24, 2017, Decree No. 962/2017 provided that the need for the Registry was temporary and therefore, since December 31, 2017, the import operations related to crude oil, gasoline, and diesel oil included in Decree No. 192/2017 are no longer subject to prior registration.
On August 22, 2018, the former ME&M issued Resolution No. 104/2018, which established a new procedure to obtain authorizations to export natural gas, later modified by Res. SSHC 284/19 through which the operative procedure of natural gas exports is approved, effective until September 30, 2021 (See "Item4. The Argentine Energy Sector- OIL & GAS REGULATORY FRAMEWORK- Regulations Specifically Applicable to the Gas Market ").
These and any other export-import related restrictions may significantly and adversely affect our profitability and prevent us from capturing, in the event that international prices so reflect it, the upside of export prices, and may negatively affect the total volume of refined products sold in the domestic market due to the need to regulate processed crude oil volumes in accordance with our storage capacity, adversely affecting our financial condition and operational results.
Tech & Innovation
Total Risks: 3/99 (3%)Below Sector Average
Innovation / R&D1 | 1.0%
Innovation / R&D - Risk 1
Added
New measures encouraging renewable energy generation projects may affect our generation sales
Law No. 27,191 was enacted on October 15, 2015, determining, among other things, that by December 31, 2025, 20% of the total domestic energy demand must be sourced from renewable energy sources. In order to meet such goal, the statute required wholesale users and CAMMESA to cover their respective portion of domestic energy demand with renewable sources of energy at 8%, by December 31, 2017. The percentage of domestic energy demand required to be covered by renewable energy increases every two years reaching 20% by 2025.
The statute also includes tax and other benefits for new renewable energy projects. As of December 31, 2019, 6% of the domestic energy demand was covered by renewable sources of energy.
Additionally, under Resolution 281/2017 the ME&M regulated the contracts for energy of renewable sources among WEM agents. Such resolution, allows Major Large Users (as defined below) to purchase their total energy demand from a generator of renewable sources that made an investment in generation (see "Item 4. Our Generation Business-Renewable Energy"). However, we cannot make any assurances that the implementation of this law and its regulation will not affect our generation sales, particularly sales under the Energy Plus regime, which, in turn, could adversely affect our operational results and financial condition.
Cyber Security1 | 1.0%
Cyber Security - Risk 1
Changed
Cybersecurity events, such as a cyber-attack could adversely affect our business, financial condition, operational results and cash flows
We depend on the efficient and uninterrupted operation of internet-based data processing communication and information exchange platforms and networks, including administrative and business related systems, such as Supervisory Control and Data Acquisition ("SCADA") and DCS Software, Inc.("DCS"). Cybersecurity risks have generally increased in recent years as a result of the proliferation of new technologies and the increased sophistication and activities of cyber-attacks. Through part of our business, we have increasingly connected equipment and systems to the internet. Furthermore, we depend on digital technology, including information systems to process financial and operating data, analyze seismic and drilling information and oil and gas reserves estimates. Due to the critical nature of our infrastructure and the increased accessibility enabled through connection to the internet, we may face a heightened risk of cybersecurity incidents such as computer break-ins, fraud, phishing, identity theft and other disruptions that could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure. In the event of a cyber-attack, we could have our business operations disrupted, fraud, property damaged and customer information stolen; experience substantial loss of revenues, response costs and other financial loss; and be subject to increased regulation, litigation and damage to our reputation.
During 2019, we have been the target of different fraud attempts and were exposed to malware infections, as other companies in the industry have, but this did not result in a significant loss or negative impact on our operations. Therefore, it is not possible to ensure that we will not incur in losses related to such attacks in the future. Our risk and exposure to these matters cannot be fully calculated or mitigated due, among other things, to the evolution and nature of these threats.
In 2019, we conducted an assessment of our cybersecurity in critical operational infrastructures, based on the standard applicable to electricity distributors in the United States (NERC-CIP) and the standards proposed by IEC62443.Based on the results of this evaluation, a multi-year mitigation plan was launched.
As part of the mitigation plan, new specialized management functions were created a team composed of members from the information security area was created to carry out the multi-year mitigation plan. At the same time, work began on the acquisition of a new cybersecurity event monitoring system to improve our ability to monitor, detect and act against cybersecurity threats to our networks, IT infrastructure and control systems.
Additionally, an annual cybersecurity training plan was carried out for all of our personnel, aiming to deepen awareness and learning about the risks, threats and good practices of information security. In this framework, we carried out simulations of targeted phishing and pentesting attacks, which allowed determining the degree of user compression on critical issues related to cybersecurity. Furthermore, specific industrial cybersecurity workshops were scheduled for the critical infrastructure areas of our assets.
In addition, while we have not experienced any material loss related to cybersecurity events, contingency plans in place may not be sufficient to cover liabilities associated with any such events and therefore, applicable insurance coverage may be deemed inadequate, preventing us from receiving full compensation for the losses sustained as a result of such a disruption.
Although we intend to continue to implement security technology devices and establish operational procedures to prevent disruption resulting from, and counteract the negative effects of cybersecurity incidents, it is possible that not all of our current and future systems are or will be entirely free from vulnerability and these security measures will not be successful. Accordingly, cybersecurity is a material risk for us and a cyber-attack could adversely affect our business, operational results and financial condition.
Technology1 | 1.0%
Technology - Risk 1
Added
The loss of exclusivity to distribute electricity in Edenor's service area may be adversely affected by technological or other changes in the energy distribution industry, which would have a material adverse effect on our business
Although Edenor's distribution concession grants Edenor the exclusive right to distribute electric energy within Edenor's service area, this exclusivity may be revoked in whole or in part if technological developments would make it possible for the energy distribution industry to evolve from its present condition as a natural monopoly into a competitive business. In no case does the complete or partial revocation of Edenor's exclusive distribution rights entitle Edenor to claim or to obtain reimbursement or indemnity. Although, to our knowledge, there are no current projects to introduce new technologies in the medium or long-term, which may reasonably modify the composition of the electricity distribution business, we cannot assure you that future developments will not enable competition in Edenor's industry that would adversely affect the exclusivity right granted by Edenor's concession. Any total or partial loss of Edenor's exclusive right to distribute electricity within Edenor's service area would likely lead to increased competition, and result in lower revenues in our distribution segment, which could have a material adverse effect on our financial condition and consolidated operational results and the market value of our shares and ADSs.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.
FAQ
What are “Risk Factors”?
Risk factors are any situations or occurrences that could make investing in a company risky.
The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.
They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.
It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.
How do companies disclose their risk factors?
Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.
Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.
Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.
According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.
How can I use TipRanks risk factors in my stock research?
Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.
You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.
Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.
A simplified analysis of risk factors is unique to TipRanks.
What are all the risk factor categories?
TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.
1. Financial & Corporate
Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.
2. Legal & Regulatory
Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.
3. Production
Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.
4. Technology & Innovation
Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.
5. Ability to Sell
Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.
6. Macro & Political
Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.