Annual Financial Report

BUENOS AIRES--()--

Translation from the original prepared in Spanish for publication in Argentina

FINAL – 23/6/11

PAN AMERICAN ENERGY LLC
(ARGENTINE BRANCH)

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010  
COMPARATIVE WITH THE PRIOR FISCAL YEAR
 
CONTENTS

Page

 
 
Independent auditors’ report 2
Legal information 4
Balance sheet 5
Statement of income 6
Statement of cash flows 7
Notes to the financial statements 8
Exhibits A, B, C, D, E, F, G, H and I 23
Reporting summary 36
Supplementary information required by the Buenos Aires Stock Exchange 41

INDEPENDENT AUDITORS’ REPORT

To the Legal Representative of
Pan American Energy LLC (Argentine Branch)
Legal address: Av. Leandro N. Alem 1180 – 11th floor
Buenos Aires
Taxpayer identification (CUIT) No. 30-69554247-6

1.   We have examined the balance sheet of Pan American Energy LLC (Argentine Branch) as of December 31, 2010, and the related statements of income and cash flows, notes 1 to 18 and exhibits A, B, C, D, E, F, G, H and I for the fiscal year then ended, comparatively presented with the prior year.
 
2. The Branch’s Legal Representative and Management are responsible for the preparation and fair presentation of these financial statements in accordance with professional accounting standards in force in City of Buenos Aires, Argentina, and the related regulations of the National Securities Commission (“CNV”). This responsibility includes: (a) designing, implementing and maintaining internal control so that the financial statements are free from material misstatements, whether due to fraud or error, (b) selecting and applying appropriate accounting policies, and (c) making accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit.
 
3. We conducted our audit in accordance with auditing standards generally accepted in Argentina. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
 
4. In our opinion, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of the Branch as of December 31, 2010, the results of its operations and the changes in cash flows for the year then ended, in conformity with professional accounting standards in force in the City of Buenos Aires.
 
5. In relation to the financial statements as of December 31, 2009 and for the year then ended, presented for comparative purposes, we issued an unqualified report dated March 11, 2010.
 
6. In compliance with rules and regulations in force, we report that:

a. the financial statements comply with the provisions of the Companies Law and the regulations on accounting documentation of the National Securities Commission, they are transcribed in the Inventory Book and they derive from the accounting records of the Branch which, in their formal aspects, are kept pursuant to legislation in force. The information systems used to process the data included in the financial statements are kept under the security and integrity conditions based on which they were duly authorized;

b. we read the information included in the reporting summary (sections “Balance sheet items”, “Income statement items” and “Ratios”) and in the supplementary information to the financial statements required by section 68 of the regulations of the Buenos Aires Stock Exchange, based on which, as far as it relates to our area of responsibility, we have no observations;

c. we have performed the anti-money laundering and terrorist financing procedures set forth by the applicable professional standards issued by the Professional Council of Economic Sciences of the City of Buenos Aires;

d. as of December 31, 2010, the accrued liability for pension contributions arising from the accounting records amounted to $ 27,489,686.42, no amounts being due as of that date, and

e. as required by General Resolution No. 400 of the National Securities Commission:

  • the ratio between the total audit services invoiced to the Branch and the total amount invoiced to the Branch, including audit services, for the year ended December 31, 2010 is 0.55;
  • the ratio between the total audit services invoiced to the Branch and the total audit services invoiced to the Branch and its Head Office and Temporary Union of Enterprises is 0.97, and
  • the ratio between the total audit services invoiced to the Branch and the total amount invoiced to the Branch and its Head Office and Temporary Union Enterprises is 0.54.

Buenos Aires, March 10, 2011

    SIBILLE

    Néstor R. García
    Partner

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

FINANCIAL STATEMENTS as of December 31, 2010 for the for the fiscal year No. 14 beginning January 1, 2010 and ended December 31, 2010, comparatively presented with the prior fiscal year.

Stated in pesos

Legal address of the Branch: Av. Leandro N. Alem 1180 - 11th floor - Buenos Aires

Main activity of the Branch: Oil and gas exploration and production

Date of registration with the Public Registry of Commerce: October 17, 1997

Registration number with the Inspection Board of Legal Entities: 1868, Book 54, Volume B of Foreign Companies

Subscribed capital (paid in full): $ 221,779,007 (See Note 8)

HEAD OFFICE

Name: Pan American Energy LLC

Legal address: The Corporation Trust Company, Trust Corporation Center, 1209 Orange Street, Wilmington, Delaware - 19801 - United States of America

Main activity: Oil and gas exploration and production

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

BALANCE SHEET as of December 31, 2010 comparative with the prior fiscal year (in pesos)

   

12/31/2010

12/31/2009

ASSETS

CURRENT ASSETS

 
Cash and banks (Note 4 a) 27,075,883 26,188,313
Investments (Exhibit C) 928,205,571 741,623,699
Accounts receivable (Note 4 b) 1,196,699,783 1,156,824,402
Other receivables (Note 4 c) 198,941,399 223,138,351
Inventories (Note 4 d) 245,421,453   266,673,290
Total current assets 2,596,344,189   2,414,448,055
 

NON CURRENT ASSETS

 
Other receivables (Note 4 e) 117,243,114 83,802,832
Investments (Exhibit C) 136,064,539 135,388,922
Property, plant and equipment (Exhibit A) 14,000,122,687 11,857,405,042
Intangible assets (Exhibit B) 300,830   326,988
Total non current assets 14,253,731,170   12,076,923,784
Total assets 16,850,075,359   14,491,371,839
 

LIABILITIES

CURRENT LIABILITIES

 
Accounts payable (Note 4 f) 991,253,765 831,656,938
Loans (Note 4 g) 873,455,876 1,375,474,292
Financial bonds (Note 4 h) 544,513,784 29,859,028
Payroll and social security contributions 184,240,683 144,259,946
Taxes payable (Note 4 i) 396,405,076 1,110,850,180
Other liabilities (Note 3 2 j) 38,333,365 28,957,454
Provision for future compensation to personnel (Exhibit D) 3,420,000   4,464,598
Total current liabilities 3,031,622,549   3,525,522,436
 

NON CURRENT LIABILITIES

 
Accounts payable (Note 4 j) 71,834,795 68,244,336
Loans (Note 4 k) 2,999,919,832 3,324,848,000
Financial bonds (Note 4 l) 2,478,612,556 950,000,000
Taxes payable (Note 4 m) 54,122,919 61,503,316
Other liabilities (Note 3 2 j) 233,779,130 215,516,431
Deferred tax (Note 11) 139,165,184 155,749,038
Provision for future compensation to personnel (Exhibit D) 26,838,820 21,707,215
Provision for environmental remediation (Exhibit D) 458,587,401 250,732,619
Accruals (Exhibit D) 17,482,881   17,787,688
Total non current liabilities 6,480,343,518   5,066,088,643
Total liabilities 9,511,966,067 8,591,611,079
 
Account with Head Office (Note 7) 6,876,870,285 5,438,521,753
Capital allocated to the Branch (Note 8) 221,779,007 221,779,007
Capital adjustment 239,460,000   239,460,000
 
Total 16,850,075,359   14,491,371,839
 

The accompanying notes and exhibits are an integral part of these financial statements.

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

STATEMENT OF INCOME for the fiscal year ended December 31, 2010 comparative with the prior fiscal year

(in pesos)

  2010   2009
   
Sales (Note 4 n) 9,676,308,060 9,108,283,415
Cost of sales (Exhibit E) (5,345,854,565) (4,493,900,459)
 
Gross profit 4,330,453,495 4,614,382,956
 
Administrative expenses (Exhibit G) ( 438,427,206) ( 339,046,364)
 
Operating income 3,892,026,289 4,275,336,592
 
Financial results
Generated by assets
Interest 28,677,366 13,141,942
Exchange gains 103,092,431 84,060,090
Other financial results 6,446,369 138,216,166 8,291,289 105,493,321
 
Generated by liabilities
Interest (404,238,330) (422,042,216)
Exchange losses (297,245,470) (569,414,219)
Other financial results (137,169,440) ( 838,653,240) ( 87,447,076) (1,078,903,511)
 
Other income and expenses – net 22,199,103 19,401,517
 
Income before income tax 3,213,788,318 3,321,327,919
 
Income tax expense - current (Note 11) (1,119,118,582) (1,369,505,178)
 
Income tax benefit - deferred (Note 11) 16,583,854 203,675,537
 
Net income (Note 7) 2,111,253,590 2,155,498,278
 

The accompanying notes and exhibits are an integral part of these financial statements.

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

STATEMENT OF CASH FLOWS for the fiscal year ended December 31, 2010 comparative with the prior fiscal year
(in pesos)

  2010   2009
 
Cash provided by operations:
 
Net income 2,111,253,590 2,155,498,278
 
Adjustment to reconcile net income with the cash provided by operations
Depreciation of property, plant and equipment 1,225,599,304 1,071,008,680
Amortization of intangible assets 26,158 29,820
Income tax expense 1,119,118,582 1,369,505,178
Net increase (decrease) in allowances for bad debtors, lawsuits and
obsolescence of materials 2,062,540 ( 25,641,813)
Loss (gain) on property, plant and equipment 49,812,694 62,185
Increase in provision for future compensation to personnel 7,422,107 9,148,719
Net increase in the provision for environmental remediation 30,681,110 39,050,396
Other non-cash items (1) 649,582,191 619,534,741
 
Changes in assets, liabilities and account with Head Office:
 
Increase in accounts receivable ( 40,326,398) ( 579,521,498)
Decrease in inventories 19,335,507 5,067,450
Decrease in other current receivables 24,196,952 228,647,421
Increase in other non current receivables ( 33,440,282) ( 19,023,136)
Increase in accounts payable, payroll and social security contributions,

taxes payable and other liabilities

183,893,291 189,943,956
Compensation paid to personnel for benefit plans ( 3,335,100) ( 3,084,534)
Use of provisions ( 15,456,457) ( 24,607,239)
Income tax paid (1,794,030,741) ( 442,543,077)
Net cash provided by operations 3,536,395,048 4,593,075,527
 
Cash used in investing activities:
 
Increase in investments ( 12,777,243) ( 131,478,880)
Acquisition of property, plant and equipment (3,226,837,544) (3,119,149,783)
Collection due to the sale of property, plant and equipment 1,338,030 1,596,676
Cash used in investing activities (3,238,276,757) (3,249,031,987)
 
Cash used in financing activities
 
Decrease in loans (net) (1,232,019,781) ( 501,622,098)
Increase (decrease) in bonds (net) 1,782,174,464 ( 480,419,034)
Net activity with Head Office ( 672,905,058) ( 242,380,211)
Cash used in financing activities ( 122,750,375) (1,224,421,343)
 
Net increase in cash 175,367,916 119,622,197
 
Cash at the beginning of the fiscal year 766,142,783 646,520,586
 
Cash at fiscal year-end 941,510,699 766,142,783
 
(1) It is made up of:    
Exchange gains/losses and other financial results
relating to loans and other 666,166,045 823,210,278
Deferred income tax benefit ( 16,583,854) ( 203,675,537)
 
Total

649,582,191

619,534,741

 
 
 

The accompanying notes and exhibits are an integral part of these financial statements.

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

NOTES TO THE FINANCIAL STATEMENTS as of December 31, 2010 comparative with the prior fiscal year (in pesos)

NOTE 1 - THE BRANCH

Pan American Energy LLC (Argentine Branch) is engaged in the exploration, development and production of hydrocarbons.

NOTE 2 - OPERATIONS OF THE BRANCH

The following table summarizes the main operations, blocks and joint ventures in which the Branch is or was involved during the fiscal year ended December 31, 2010.

Activity

 

Operations

 

Interest

 

Participation

 
Oil and gas production and development Cerro Dragón (1) 100.00% Operator
Piedra Clavada (1) 100.00% Operator
Koluel Kaike (1) 100.00% Operator
Lindero Atravesado (2) 62.50% Operator
Anticlinal Funes 80.00% Operator
Acambuco 52.00% Operator
Aguada Pichana (2) 18.18% Non operator
San Roque (2) 16.47% Non operator
Estancia La Escondida 25.00% Non operator
 
Oil and gas exploration and development Acambuco "B" (3) 100.00% Operator

Bandurria

18.18%

Non operator

Costa Afuera Argentina “CAA-40” 33.50% Non operator
Costa Afuera Argentina “CAA-46” 33.50% Non operator
Centro Golfo San Jorge Marina Chubut 90.00% Operator
Centro Golfo San Jorge Marina Santa Cruz 90.00% Operator
Nueva Lubecka (4) 100.00% Operator
Paso de Indios 100.00% Operator
Paso Moreno 100.00% Operator
 

Explanations:

(1)   See Note 15.1.
(2) See Note 15.2.
(3) Corresponds to the Macueta Oeste and San Pedrito Sur fields.
(4) On December 24, 2010, the Branch relinquished the Nueva Lubecka area in the province of Chubut.

NOTE 3 - ACCOUNTING PRINCIPLES

3.1 Reporting currency

In accordance with Decree 664/2003 and General Resolution No. 441/2003 of the National Securities Commission (“Comisión Nacional de Valores” or CNV), the Branch discontinued the application of inflation accounting as from March 1, 2003.

From January 1, 2002 to February 28, 2003, the Branch applied the inflation accounting methodology set forth by Technical Resolution No. 6, amended by Technical Resolutions Nos. 17 and 19 of the Argentine Federation of Professional Councils of Economic Sciences (FACPCE) and by the Professional Council of Economic Sciences of the City of Buenos Aires (CPCECABA), using indexes derived from the Internal Wholesale Price Index.

3.2 Valuation and presentation principles

a) Presentation

The financial statements are presented in accordance with the presentation principles established by the accounting standards generally accepted in the Republic of Argentina and pursuant to the provisions of the CNV.

The accompanying financial statements were translated into the English language from those issued in Spanish in conformity with the regulations of the National Securities Commission (“CNV”) of Argentina. Certain accounting practices applied by the Branch that conform to the accounting standards set forth by the CNV do not conform to accounting principles generally accepted in the United States. The effects of these differences have not been quantified by the Company.

Investments to become due or to be realized in the short term (within 3 months of fiscal year-end) are considered a cash equivalent in the statement of cash flows.

Certain reclassifications were made to the financial statements presented as comparative information to conform them to the presentation used in this fiscal year.

b) Participating interest in joint ventures

The Branch is engaged in exploration and production activities in certain areas through its participation in joint ventures with other companies. The account balances reflecting the joint ventures’ assets, liabilities, income and expenses are proportionately consolidated in these financial statements.

c) Foreign currency

Assets and liabilities denominated in foreign currency as listed in Exhibit F have been stated in Argentine Pesos at the exchange rate prevailing at the end of each fiscal year. The resulting exchange gains/losses are presented in the financial results line (provided by either assets or liabilities, as applicable) of the Statement of Income.

d) Inventories

Crude oil is stated at reproduction cost. Spare parts, materials and raw materials commonly used have been stated at replacement cost, while spare parts, materials and raw materials of slow turnover have been stated at the latest acquisition value, as indicated in Note 3.1. Goods in transit have been stated at acquisition cost plus import expenses, while advances to suppliers are valued at cost effectively incurred.

After considering the allowance for obsolescence set up (see note 3.2.g), the book value of inventories, taken as a whole, does not exceed their recoverable value.

e) Property, plant and equipment

Property, plant and equipment are stated at acquisition cost as indicated in Note 3.1., less the related accumulated depreciation. The acquisition cost includes all the necessary costs incurred in order to put the assets in working condition.

Depreciation is calculated by applying the straight-line method over the estimated useful lives of the assets and/or the duration of the contracts, as applicable, except for production wells, equipment and services, which are depreciated as per the units of production method.

The pre-operating costs of the properties in the exploration stage, except for geology and geophysics related expenses that are charged to the Statement of Income as incurred, remain capitalized for a given period based on the characteristics of each property, without exceeding five years considered as from the completion of the exploration stage or, if applicable, as from production interruption, unless:

1. it is expected that explored areas will proceed to the commercial production stage, in which case the referred costs remain capitalized, or

2. during the referred five year period, management estimates that commercial production will not be feasible, in which case, the referred costs are expensed.

For Property, plant and equipment existing as of January 6, 2002, the acquisition or construction of which resulted in outstanding liabilities denominated in foreign currency - exchange gains/losses resulting from restating such liabilities totaling $ 1,832,303,600 through July 28, 2003 were capitalized pursuant to specific accounting principles, based on the determination of the direct or indirect ratio between the assets subject to capitalization and the outstanding liabilities in foreign currency. The assets or group of assets eligible for the capitalization of exchange gains/losses have remained unchanged. Such capitalization of exchange gains/losses was performed in proportion to the balance of the original value of the referred assets not subject to depreciation. Additionally, exchange gains and losses were capitalized up to the limit arising from the comparison between the replacement or reproduction cost of the assets and their recoverable value.

For the purposes of presenting the financial statements in constant currency (see Note 3.1), the capitalized exchange gains/losses amounting to $ 1,832,303,600 are considered an anticipated inflation adjustment until such differences are absorbed thereby. The excess of capitalized exchanges losses over the amounts in constant currency totals $ 85,358,131 as of December 31, 2010 (see Note 3.1).

The net carrying value of property, plant and equipment, taken by group of assets of similar characteristics, does not exceed their estimated value in use based on the information available as of the date of issuance of the financial statements.

f) Intangible assets

These are pre-production geological expenditures and acquisition cost of blocks valued at restated cost as indicated in Note 3.1, less the related accumulated amortization. Amortization is calculated as per the units of production method.

g) Allowances, Accruals and Provisions

Allowances deducted from assets:

- For bad debtors: they are determined following the detailed analysis of the credit status of each customer.

- For obsolescence of materials: the Branch creates an allowance for those assets evidencing significant slow movement based on a specific analysis.

Provisions and accruals:

- For lawsuits: they are determined considering the potential costs of those lawsuits filed against the Branch based on the opinion of the legal counsels.

- For future compensation to personnel: they are estimated as a percentage of compensation paid, calculated in terms of actuarial methods, and can be applied to compensate employees of the Branch who have complied with certain seniority requirements defined by the Branch. Payments are debited from the related provision.

- For environmental remediation: calculated on the basis of well-abandonment forecasts until the expiration of agreements, at present values.

h) Income tax

The Branch applies the deferred tax method to account for income tax. Based on the referred method, the current income tax is calculated by applying the rates prevailing as of December 31, 2010 and 2009 on taxable income; and the future tax effect of the temporary differences in the book and tax values of assets and liabilities and the tax loss carryforwards, if any, are recognized as deferred tax assets or liabilities. The adjustment for inflation of property, plant and equipment is considered to be a temporary difference for deferred tax computations making use of the option established in the General Resolution No. 487/06 of the CNV.

The deferred tax assets are recognized only to the extent of their recoverability.

i) Use of estimates

The preparation of the financial statements in accordance with generally accepted accounting principles requires that the Branch management makes estimates about the value of certain assets and liabilities, including contingent liabilities, as well as the amounts informed of certain income and expenses generated during the period.

The final amounts may differ from the estimates used in the preparation of the financial statements.

j) Defined benefit and contributions plans

As from July 1, 2009, the Branch discontinued the pension plan for the benefit of its personnel called “Plan Puente” with no significant impact on the Branch’s financial position and the results of operations. Consequently, up to the settlement thereof, such plan will not accrue further years of service and the liability will only be increased as a result of general salary increases in pesos. Most of the employees have already chosen to change the benefit accrued for a personal savings plan (defined Branch contribution). Additionally, each employee is entitled to contribute a portion of their salaries to such savings plan. The Branch then makes its own contribution and transfers such amounts to a trust fund.

The accrued cost as of December 31, 2010 of the different defined benefit plans amounts to $ 344,868,857 ($ 304,653,429 as of December 31, 2009).

As of December 31, 2010 and 2009, the relevant actuarial information related to the pension plans for the benefit of personnel included herein and in Note 3.2.g under Accounts payable, Other liabilities and Provisions for future compensation to personnel is as follows:

 

2010

   

2009

 
Cost of benefits accrued at beginning of fiscal year 304,653,429 234,535,530
Services cost (1) - 11,741,542
Interest (2) 55,286,105 57,641,917
Benefits paid ( 45,195,472) ( 32,426,213)
Actuarial losses (1) 30,124,795 48,924,997
Effect of the discontinuance of “Plan Puente” (1) - ( 15,764,344)
Obligations at fiscal year-end 344,868,857 304,653,429
 

(1) Included under Cost of sales and Administrative expenses of the statement of income (See Exhibit G).
(2) Included under Other financial results provided by liabilities of the statement of income.

Main actuarial assumptions used:

                           
Actual rate of long term salaries increase (net of inflation) 1% 1%
Interest discount rate 4% 4%
 

k) Revenue recognition

Revenue derived from the sale of hydrocarbons is recognized when the significant risks and rewards of ownership have been transferred to the purchaser. Sales thus determinated are presented net of export tariffs and tax credit certificates related to the program set forth by Decree 2014/08 (see Note 14) created for the purposes of incentivizing the production and addition of oil reserves.

The Branch uses the production method to recognize revenues from the sale of oil. In those cases where the Branch has a shared interest with other producers, revenues are recorded upon the basis of the interest held in each joint venture.

In order to recognize revenues from the sale of gas, the Branch uses the sales method, whereby these revenues are recorded on the basis of the actual volumes delivered to purchasers irrespective of whether they result form the Branch’s own output or from the output shared with other producers.

l) Lease agreements

The Branch leases the space occupied by its offices, which agreements are of an operating nature and, therefore, the expenses incurred are recognized in the Statement of income to the extent they are accrued.

The amount of the present agreements, broken down by maturity dates, is reported below:

           

Nominal value

 
Up to one year U$S 493,300 and $ 2,605,444
Over one year and up to five years U$S 542,400 and $ 3,246,993
 

During the fiscal year ended December 31, 2010, the Branch recognized an expense of $ 14,922,078 related to such lease agreements presented in the line Buildings Rentals, Maintenance and others in Exhibit G.

m) Foreign exchange forward contracts

As of December 31, 2008, the Branch was a party to four non-deliverable forward contracts for the purchase of foreign currency (US Dollar) in a total amount of U$S 25,410,000 with maturities between January 30, 2009 and March 31, 2009, which were settled in Pesos at their respective maturities. During the fiscal year ended December 31, 2009, the Branch recognized gains of $ 1,614,175 on these transactions. As of December 31, 2010, the Branch has no outstanding transactions and balances related to foreign exchange forward contracts.

NOTE 4 - BREAKDOWN OF CERTAIN BALANCE SHEET AND STATEMENT OF INCOME ITEMS

 

 

12/31/2010

 

12/31/2009

ASSETS

CURRENT ASSETS

 

a) Cash and banks

 
Cash on hand in local currency 71,138 200,839
Cash on hand in foreign currency (Exhibit F) 201,521 213,779
Cash in banks in local currency 10,768,165 6,460,769
Cash in banks in foreign currency (Exhibit F) 16,035,059 19,312,926
 
Total 27,075,883 26,188,313
 

b) Accounts receivable

 
Accounts receivable in local currency 110,861,995 98,135,951
Accounts receivable in foreign currency (Exhibit F) 1,078,668,938 1,057,052,626
Allowance for bad debtors in local currency (Exhibit D) ( 14,221,288) ( 13,287,657)
Allowance for bad debtors in foreign currency (Exhibits

D and F)

( 7,711,245) ( 8,193,859)
Notes receivable in foreign currency (Exhibit F) 25,732,238 19,898,849
Affiliated companies in foreign currency

(Note 9 and Exhibit F)

3,369,145 3,218,492

 

Total 1,196,699,783 1,156,824,402
 

c) Other receivables

 
Loans to personnel 23,764,899 19,149,201
Tax credits 55,173,581 81,659,003
Expenses recoverable in local currency 4,618,533 6,474,296
Expenses recoverable in foreign currency (Exhibit F) 244,806 1,043,702
Prepaid expenses 23,779,941 24,695,908
Miscellaneous in local currency 64,775,932 59,644,859
Miscellaneous in foreign currency (Exhibit F) 4,318,289 14,834,946
Affiliated companies in local currency (Note 9) 1,715,405 19,455
Affiliated companies in foreign currency (Note 9

and Exhibit F)

20,550,013 15,616,981
 
Total 198,941,399 223,138,351
 

d) Inventories

 
Crude oil in stock 118,301,715 161,726,211
Spare parts, materials and raw materials 82,880,311 77,387,035
 
Subtotal (Exhibit E) 201,182,026 239,113,246
 
Allowance for obsolescence of materials (Exhibit D) ( 5,989,499) ( 4,073,169)
 
Subtotal 195,192,527 235,040,077
 
Goods in transit 39,981,242 26,976,178
Advances to suppliers in local currency 8,962,005 4,657,035
Advances to suppliers in foreign currency (Exhibit F) 1,285,679 -
 
Total 245,421,453 266,673,290
 
 

12/31/2010

 

12/31/2009

ASSETS

NON CURRENT ASSETS

 

e) Other receivables

 
Loans to personnel 19,443,157 18,104,169
Prepaid expenses in local currency 48,336,896 16,013,244
Miscellaneous in local currency 35,111,125 35,285,847
Miscellaneous in foreign currency (Exhibit F) 14,351,936 14,399,572
 
Total 117,243,114 83,802,832
 

LIABILITIES

 

CURRENT LIABILITIES

 

f) Accounts payable

 
Trade payables in local currency 687,666,489 553,477,024
Trade payables in foreign currency (Exhibit F) 221,482,105 205,280,502
Notes payable in foreign currency (Exhibit F) - 29,069,812
Expenses payable in local currency 31,021,801 22,126,651
Personnel compensation (Note 3.2.j.) 5,889,789 4,355,145
Affiliated companies in local currency (Note 9) 2,601,613 1,303,364
Affiliated companies in foreign currency (Note 9 and

Exhibit F)

42,591,968 16,044,440
 
Total 991,253,765 831,656,938
 

g) Loans

 
Unsecured notes payable in local currency - 188,528,381
Unsecured notes payable in foreign currency

(Exhibit F)

816,881,127 1,128,258,000
Interest accrued on notes payable in foreign currency 56,574,749 58,687,911
(Exhibit F)
 
Total 873,455,876 1,375,474,292
 

h) Financial bonds

 
Financial bonds in foreign currency (Exhibit F) 490,612,556 -
Interest accrued on financial bonds in foreign currency
(Exhibit F) 53,901,228 29,859,028
 
Total 544,513,784 29,859,028
 

i) Taxes payable

 
Income tax provision net of advanced payments 176,138,845 844,170,462
Tax on sales and production 130,331,546 121,044,614
Installment plan (Law No. 26,476) 7,380,398 7,380,398
Other 82,554,287 138,254,706
 
Total 396,405,076 1,110,850,180
 
 

12/31/2010

 

12/31/2009

LIABILITIES (cont.)

NON CURRENT LIABILITIES

 

j) Accounts payable

 
Miscellaneous liabilities in local currency 13,318,694 17,653,188
Miscellaneous liabilities in foreign currency (Exhibit F) 21,908,348 20,938,562
Personnel compensation (Note 3.2.j) 36,607,753 29,652,586
 
Total 71,834,795 68,244,336
 

k) Loans

Unsecured notes payable in foreign currency

(Exhibit F)

2,999,919,832

3,324,848,000

 
Total 2,999,919,832 3,324,848,000
 

l) Financial bonds

Financial bonds in foreign currency (Exhibit F) 2,478,612,556 950,000,000
 
Total 2,478,612,556 950,000,000
 

m) Taxes payable

Installment plan (Law No. 26,476) 54,122,919 61,503,316
 
Total 54,122,919 61,503,316
 

 

2010

2009

STATEMENT OF INCOME

 

n) Net sales

Gross sales 12,510,554,622 9,643,938,680
Export tariffs – net ( 2,834,246,562) ( 535,655,265)
 
Total 9,676,308,060 9,108,283,415
 

NOTE 5 - FINANCIAL BONDS

In February 2002, the CNV authorized the Branch’s Global Program for the Issuance of Financial Bonds (“ON”) in the medium term (the “2002 Program”) for a five-year term, in the total amount of U$S 1,000,000,000. Under this program, the Branch issued four series of non-convertible financial bonds. The ON series 1 and 2 were paid on due date. The ON series 3, with final maturity in October 2009 (U$S 100,000,000 at an annual fixed interest rate of 7.125%) were paid on due date, and ON series 4 were issued on August 9, 2006 (U$S 250,000,000 at an annual fixed interest rate of 7.75%), payable in two equal installments and becoming due in 2011 and 2012. These ON were issued by the Branch and are guaranteed by Pan American Energy LLC. In June 2010, ON series 4 were repurchased in the amount of U$S 3,213,000, and as of December 31, 2010 there was an outstanding balance of U$S 246,787,000, payable in two equal installments of U$S 123,393,500.

On February 6, 2009, the CNV authorized a new program in the amount of U$S 1,200,000,000, (the “2009 Program”), whereby the Branch is authorized to issue ON during a 5-year period commencing on that same date. Any ON to be issued under this program will be guaranteed by Pan American Energy LLC.

On April 30, 2010, the Branch placed ON Series 1 under the “2009 Program”, with a nominal value of U$S 500,000,000, final maturity in 2021 (an effective average period of 10 years), a nominal fixed annual interest rate of 7.875% and an issuance price of 98.204%. The funds raised through the issuance of these bonds have been applied to the financing of part of the Branch’s investment program and to debt refinancing.

NOTE 6 - OTHER FINANCIAL LIABILITIES

On July 11, 2005, the Branch entered into a loan agreement with the International Finance Corporation (“IFC”) in the total amount of U$S 250,000,000. This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 135,000,000, U$S 100,000,000 and U$S 15,000,000, with final maturities in July 2012, July 2015 and July 2016, respectively. The balances as of December 31, 2010 of such tranches are U$S 45,000,000, U$S 55,560,000 and U$S 15,000,000, respectively. In relation to the outstanding balances of the first two tranches of the loan, the LIBOR interest rate payable every 9 months (floating rate) was effectively fixed through an interest rate swap agreed with IFC, thus resulting in annual fixed rates of 6.97% and 7.56%, respectively. A fixed interest rate was set for the third tranch.

On July 13, 2007, the Branch entered into a loan agreement with IFC in the amount of U$S 550,000,000 (at a floating LIBOR rate payable every 6 months). This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 158,500,000, U$S 241,500,000 and U$S 150,000,000, with final maturities in April 2014, April 2015 and April 2018, respectively. The balances as of December 31, 2010 of the referred tranches amounted to U$S 100,900,000, U$S 167,100,000 and U$S 118,400,000, respectively. In relation to the tranches of this loan, the LIBOR interest rate payable every 6 months (floating rate) was effectively fixed through an interest rate swap agreed by the Branch on August 14, 2009 with three financial institutions, thus resulting in annual fixed rates of 4.13%, 4.49% and 5.46%, respectively.

On May 21, 2008, the Branch entered into a U$S 200,000,000 loan agreement with an international bank syndicate, which is guaranteed by Pan American Energy LLC. This loan was to be repaid in three equal installments with maturities in May 2010, November 2010 and May 2011. On December 30, 2009 and May 3, 2010, the Branch entered into an agreement in respect of this loan which amended the maturities originally agreed upon. Pursuant to this amendment, the final maturity of this loan was extended from its original maturity to two installments of U$S 100,000,000 each, payable in November 2012 and May 2013.

On September 1, 2009, the Branch entered into a loan agreement with IFC in the amount of U$S 153,000,000. This loan, which is guaranteed by Pan American Energy LLC, consists of three tranches of U$S 103,000,000, U$S 10,000,000 and U$S 40,000,000 with final maturities in August 2013, August 2015 and August 2017, respectively.

On December 10, 2009, the Branch entered into a loan agreement with Corporación Andina de Fomento (“CAF”) in the amount of U$S 30,000,000. This loan is guaranteed by Pan American Energy LLC and its final maturity is in August 2015.

On December 23, 2010, the Branch entered into a loan agreement with an international bank syndicate in the amount of US$ 320,000,000, the final maturity of which is on March 23, 2015. The loan will be repaid in four semiannual installments as from September 23, 2013, accruing interest at a variable rate, base on Libo, payable on a quarterly basis. The amount of the loan has not been disbursed as of December 31, 2010. The loan is guaranteed by Pan American Energy LLC (See Note 18).

The Branch considers that its access to credit lines is appropriate in order to meet its commercial and financial obligations, even though it presents a negative working capital.

NOTE 7 - ACCOUNT WITH HEAD OFFICE

The changes in the account with Head Office during the fiscal year ended December 31, 2010 and 2009 are as follows:

  Fiscal year ended
12/31/2010   12/31/2009
 
Balance at beginning of fiscal year of the account with Head Office 5,438,521,753 3,525,403,686
 
Net activity with Head Office ( 672,905,058) ( 242,380,211)
Net income 2,111,253,590 2,155,498,278
Net changes for the fiscal year 1,438,348,532 1,913,118,067
 
Balance at fiscal year-end of the account with Head Office (1) 6,876,870,285 5,438,521,753
 

(1) As of December 31, 2010 and December 31, 2009, balances are in local currency.

NOTE 8 - CAPITAL ALLOCATED TO THE BRANCH

Pan American Energy LLC allocated capital to the Branch in the amount of $ 221,779,007. Such capital is registered with the Public Registry of Commerce.

NOTE 9 - TRANSACTIONS AND BALANCES WITH AFFILIATED COMPANIES

The transactions and balances with Pan American Energy LLC, the Branch’s Head Office, are disclosed in Note 7.

The transactions and balances with affiliated companies are detailed below:

  2010   2009
TRANSACTIONS
 
Pan American Fueguina S.A.
Payments of loans - ( 79,672,595)
 
Pan American Sur S.A.
Purchases of gas 15,400,542 9,961,128
Financing - 10,290,919
Contracted services 10,550,993 16,333,738
 
PAE E & P Bolivia Ltd. (Bolivian Branch)
(Collections) Contracted services ( 2,647,017) 436,220
 
PAE Oil & Gas Bolivia Ltda.
Contracted services 1,420,170 1,576,368
 
Pan American Energy Chile Limitada
Contracted services 6,159,879 3,854,729
 
BP West Coast Products LLC (See note 17)
Sales 631,314,166 1,081,065,246
Transportation expenses 671,085 12,964,689
 
 
  2010   2009
BP America Production Company (See note 17)
Contracted services 1,072,692 5,071,006
 
Other related parties
Contracted services 49,192,178 62,804,749
Expenses recovery 345,802 19,455
 
12/31/2010 12/31/2009
BALANCES
 
BP West Coast Products LLC (See note 17)
Current accounts receivable 3,369,145 3,218,492
Current accounts payable 13,635,775 12,964,689
 
PAE E & P Bolivia Ltd. (Bolivian Branch)
Other current receivables 629,059 3,276,076
 
PAE Oil & Gas Bolivia Ltda.
Other current receivables 7,453,732 6,033,562
 
Pan American Energy Chile Limitada
Other current receivables 12,467,222 6,307,343
 
BP America Production Company (See note 17)
Current accounts payable 1,841,681 2,209,069
 
Pan American Sur S.A.
Current accounts payable 1,751,594 727,088
Other current receivables 1,369,603 -
 
Other related parties
Other current receivables 345,802 19,455
Current accounts payable 27,964,531 1,446,958
 

NOTE 10 - GUARANTEES AND OTHER COMMITMENTS

In terms of investment commitments, the Branch has not granted any guarantees as of December 31, 2010.

The terms agreed in certain loan agreements include commitments assumed by the Branch referring to the maintenance of certain indebtedness and debt service ratios. As of December 31, 2010, and December 31, 2009 the Branch complied with all the commitments assumed in loan agreements.

On October 14, 2008, the Branch, as other companies in the industry, entered into a debt securities payment and subscription agreement with Nación Fideicomiso S.A. for the purpose of obtaining funds in pesos up to the amount equivalent to U$S 30,000,000 to finance the construction and laying of a new gas pipeline at the Strait of Magellan. The referred gas pipeline run parallel to the existing one and join Cape Holy Spirit, in the Province of Tierra del Fuego, with Cape Virgins, in the Province of Santa Cruz, thus increasing the transportation capacity of the General San Martín pipeline. As of December 31, 2009, the Branch made the contributions in the total amount mentioned above.

NOTE 11 - INCOME TAX

The breakdown of the main deferred tax assets and liabilities is as follows:

  12/31/2010   12/31/2009
Deferred tax assets
Allowance for obsolescence of materials 2,096,325 1,425,609
Provision for future personnel compensation 17,842,412 16,003,090
Accrual for lawsuits 6,252,995 6,334,009
Provision for environmental remediation 58,278,803 43,214,415
Other provisions and allowances 24,792,822 19,287,224
Defined benefit pension plan 95,038,147 85,666,349
Inventories - materials and spare parts - 492,063
 
Total deferred tax assets 204,301,504 172,422,759
12/31/2010 12/31/2009
Deferred tax liabilities
Inventories - materials and spare parts 1,237,314 -
Property, plant and equipment and intangible assets 342,229,374 328,171,797
 
Total deferred tax liabilities 343,466,688 328,171,797
 
Net deferred tax liabilities 139,165,184 155,749,038
 

The reconciliation between the income tax expense for the nine-month periods ended December 31, 2010 and 2009 and that resulting from applying the prevailing tax rate to income before tax is as follows:

  2010   2009
 
Net income before taxes 3,213,788,318 3,321,327,919
Prevailing tax rate 35% 35%
Net income prevailing tax rate (1,124,825,911) (1,162,464,772)
 
Permanent differences at the tax rate:
Miscellaneous - net ( 9,956,839) ( 3,364,869)
 
Subtotal permanent differences at the tax rate ( 9,956,839) ( 3,364,869)
 
Subtotal (1,134,782,750) (1,165,829,641)
 
Overstatement of provision 2009 32,248,022 -
 
Income tax expense – total (1,102,534,728) (1,165,829,641)
 
Current income tax expense (1,119,118,582) (1,369,505,178)
Deferred income tax benefit 16,583,854 203,675,537
 
(1,102,534,728) (1,165,829,641)
 

NOTE 12 -RESTRICTED ASSETS

There are no restricted assets as of December 31, 2010.

NOTE 13 - INFORMATION ON LITIGATION AND OTHER SUPPLEMENTARY MATTERS

Lawsuits were filed against the Branch. Besides, there are some pending administrative proceedings. Based on the information available, the Branch’s Management and legal advisors consider that the contingent liability that might arise from such lawsuits and administrative proceedings would not have a material adverse effect on the financial position of the Branch and on the results of its operations.

NOTE 14 - PROGRAMS ESTABLISHED BY RESOLUTION No. 24/2008 ISSUED BY THE SECRETARY OF ENERGY (as amended by Resolutions Nos. 1031/2008 and 695/2009) AND DECREE No. 2014/2008

In March 2008, the Secretary of Energy implemented a program aimed at increasing domestic gas production. This new regime establishes higher prices than those obtained currently in the domestic market for newly discovered natural gas, gas reservoirs qualifying as “tight gas” or from high investment projects, among others. The Secretary of Energy approved eight projects submitted by the Branch under this program: four in Branch operated areas and four in partner operated areas.

On November 26, 2008, Decree No. 2014/2008 issued by the Argentine Executive was published in the Official Bulletin, whereby a program relating to oil production and reserves was created. This program, which does not have an expiration date, provides for the giving of tax credit certificates, which may be used to pay tariffs on the export of oil, LPG and byproducts. This program stimulates investments in exploration and development projects for oil reserves replacement and production growth. On December 15, 2008, the Branch filed its first applications for tax credit certificates with the Secretary of Energy. Having increased production and having more than replaced the reserves produced, the Branch has qualified for the program and has been receiving tax credit certificates since January 2009. The tax credit certificates have been applied to pay tariffs on the export of oil and LPG.

NOTE 15 - AGREEMENTS WITH THE PROVINCES

15.1) Agreements with the Provinces of Chubut and Santa Cruz

Under the provisions of law N° 26,197, known as “Hydrocarbons Short Law”, the Branch entered into with the Argentine provinces of Chubut (on April 27, 2007) and Santa Cruz (on June 25, 2007) two investment commitments and agreements for the extension of the concession term for hydrocarbon production for a ten-year period in the blocks known as Cerro Dragón, the area of which extends into the territories of both provinces, and Piedra Clavada and Koluel Kaike in the province of Santa Cruz. Before the extension, these concessions had an initial expiring date between 2016 and 2017.

These agreements provide for, among other obligations, minimum capital expenditures of U$S 2,000,000,000 in the province of Chubut and of U$S 500,000,000 in the province of Santa Cruz, to be made by the Branch through 2016. Further expenditures of U$S 1,000,000,000 in the Province of Chubut and of U$S 300,000,000 in the province of Santa Cruz are to be made from 2017 through 2026.

Furthermore, the Branch entered into two operation agreements executed with the state-owned companies Petrominera Chubut S.E. (“Petrominera Chubut”) (in the case of Chubut) and Fomento Minero de Santa Cruz Sociedad del Estado (“Fomicruz”) (in the case of Santa Cruz) within the scope of the Hydrocarbons Law referred to above, which will come into effect as from the years 2026 and 2027 through 2046 and 2047, subject to the Branch’s compliance with the investment requirements and to the exploration success, which will allow Pan American Energy to prove whether it has developed sufficient reserves to continue with the field production in those areas as from 2026 and 2027.

15.1) Agreements with the Provinces of Chubut and Santa Cruz (cont.)

The agreements also provide for a U$S 80,000,000 investment commitment for offshore exploration, at the sole risk of the Branch, through two joint ventures (“UTEs”) with Petrominera Chubut and Fomicruz. If the Branch were to make commercial discoveries, an additional investment commitment would be required in the amount of U$S 500,000,000 for the development of such offshore fields.

As a consequence of said agreements, the Branch undertook the obligation to pay during the remaining period of the concessions, to the respective provinces an additional amount equivalent to 3% of its revenues from sales, net of certain items indicated in the agreements.

It will also disburse certain amounts for infrastructure development and economic diversification in the Provinces of Chubut and Santa Cruz, and carry out other complementary actions, reaffirming its corporate responsibility in the areas in which it operates.

15.2) Agreements with the Province of Neuquén

On January 28, 2009, the Province of Neuquén and the partners in the Aguada Pichana and San Roque blocks, in which the Branch has an interest of 18.18% and 16.47%, respectively (see Note 2), agreed on a 10-year extension of the terms of the concessions for hydrocarbon production from 2017 to 2027.

The Branch assumed a U$S 153,000,000 commitment to invest and incur expenses in the Aguada Pichana and San Roque blocks, as a whole, from September 2008 through 2027, which includes U$S 23,000,000 between both blocks in exploration, particularly for gas.

In addition, the Branch committed to pay to the province the amounts of US$ 11.2 million for Aguada Pichana and US$ 4.7 million for San Roque, which have already been paid. The Branch also agreed to pay an extraordinary amount equivalent to 3% of value of the area monthly production, net of certain items.

Under the terms of the referred agreement, the Branch made donations to the province in the total amount of US$ 1.3 million for Aguada Pichana and US$ 0.5 million for San Roque.

On May 22, 2009, the Province of Neuquén and the partners in the Lindero Atravesado block, in which the Branch has a 62.5% interest and is the operator (see Note 2), agreed on a 10-year extension of the terms of the concessions for hydrocarbon production from 2016 to 2026.

The Branch assumed a U$S 82.4 million commitment to invest and incur expenses from 2009 through 2026, which includes U$S 12.6 million in exploration, particularly for gas.

In addition, the Branch committed to pay to the province the amount of US$ 4.9 million, which have already been paid. The Branch also agreed to pay a monthly extraordinary amount equivalent to 3% of value of the area monthly production, net of certain items.

Under the terms of the referred agreement, the Branch made donations to the province in the total amount of US$ 0.6 million.

Within the framework of these negotiations with the Province of Neuquén to extend the terms of the concessions, on January 28, 2009, the Branch entered into a Settlement Agreement with the province, whereby all administrative and judicial claims and controversies between them were terminated.

NOTE 16 - PLAN FOR THE IMPLEMENTATION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

On December 29, 2009, the CNV, through Resolution No. 562/09, established the application of Technical Resolution No. 26 of the FACPCE, which adopts the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) for certain entities falling within the scope of the public offering regime set forth by Law No. 17811, because of the public offering of their capital stock or financial bonds or because they applied for the referred regime. The application of these standards by the Branch will be mandatory as from the fiscal year beginning January 1, 2012.

On April 29, 2010, the Branch’s Legal Representative approved the specific implementation plan. In compliance with the referred plan, the effects of the adoption of IFRS are under evaluation and all the personnel involved in the accounting registration process have received appropriate training.

Until the end of 2010 fiscal year, the implementation plan was developed as expected and the diagnostic stage was completed, thus fulfilling the objectives set up, not resulting from the monitoring signs any deviations in respect of the plan or dates established for the implementation.

Resolution No. 576/10, and its clarifications extended the provisions of Resolution No. 562/09, and will be considered for the purposes of implementing the new standards of the Branch.

NOTE 17 -CHANGES IN THE OWNERSHIP INTERESTS HELD IN THE BRANCH’S HEAD OFFICE

On November 28, 2010, Bridas Corporation, one of Pan American Energy LLC’s members, entered into an agreement with BP Argentina Exploration Company and BP Alternative Energy North America Inc. to acquire its 60% interest in Head Office.

Upon completion of such transaction, the shareholders of Head Office will be: Bridas Corporation (99.60%) and Bridas Investments Ltd. (0.40%).

Bridas Corporation is a company in which Bridas Energy Holdings Limited and CNOOC International Limited hold equal ownership interests.

NOTE 18 - SUBSEQUENT EVENTS

On February 7, 2011, the first disbursement of US$ 123,393,498 was made in relation to the loan agreement executed on December 23, 2010 with an international bank syndicate.

EXHIBIT A

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

PROPERTY, PLANT AND EQUIPMENT (in pesos)
as of December 31, 2010 and December 31, 2009

  Original values   Depreciation  

 

Main account

At

beginning of the

fiscal year

  Increases for

the fiscal year

 

 

Transfers

 

Decreases

  At

fiscal year-end

Accumulated at

beginning of the

fiscal year

  Increases  

 

Decreases

  Accumulated

at

fiscal year-end

Net

as of

12/31/10

  Net

as of

12/31/09

(1) (2)
 
Land and buildings 97,669,518 459,383 39,562,197 - 137,691,098 36,741,909 6,151,748 - 42,893,657 94,797,441 60,927,609

Plants, wells and exploration and
production facilities

 

20,051,957,170 399,574,706 2,613,314,676 6,579,492 23,058,267,060 9,406,894,887 1,185,636,602 1,332,006 10,591,199,483 12,467,067,577 10,645,062,283
Furniture and office supplies 9,116,897 36,436 141,672 30,562 9,264,443 8,605,902 297,675 30,562 8,873,015 391,428 510,995
Equipment 215,550,405 14,630 28,889,637 - 244,454,672 168,865,520 25,231,672 - 194,097,192 50,357,480 46,684,885
Vehicles 59,332,272 633,359 1,120,268 2,594,258 58,491,641 42,789,723 8,281,607 2,594,258 48,477,072 10,014,569 16,542,549
Work in progress 1,068,591,776 2,973,584,947 (2,670,660,741) 51,049,271 1,320,466,711 - - - - 1,320,466,711 1,068,591,776
Advances to suppliers 19,084,945 50,310,245 ( 12,367,709) - 57,027,481 - - - - 57,027,481 19,084,945
 
Total as of 12/31/2010 21,521,302,983 3,424,613,706 - 60,253,583 24,885,663,106 9,663,897,941 1,225,599,304 3,956,826 10,885,540,419 14,000,122,687
 
Total as of 12/31/2009 18,300,024,689 3,250,608,606 - 29,330,312 21,521,302,983 8,601,521,308 1,071,008,680 8,632,047 9,663,897,941 11,857,405,042
 

(1) See Exhibit G.

(2) See depreciation policies in Note 3.2.e.

EXHIBIT B

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

INTANGIBLE ASSETS (in pesos)
as of December 31, 2010 and December 31, 2009

 

Original values

 

Amortization

   
Main account At

beginning of the

fiscal year

  Increases for

the

fiscal year

 

At fiscal

year-end

Accumulated

at beginning of

the fiscal year

  For the

fiscal year

  Accumulated

at

fiscal year-end

Net

as of

12/31/10

Net

as of

12/31/09

(1) (2)
 
Pre-operating expenses 48,740,915 - 48,740,915 48,413,927 26,158 48,440,085 300,830 326,988
Acquisition cost of blocks 6,487,247 - 6,487,247 6,487,247 - 6,487,247 - -
Deferred charges 63,488,027 - 63,488,027 63,488,027 - 63,488,027 - -
 
Total as of 12/31/2010 118,716,189 - 118,716,189 118,389,201 26,158 118,415,359 300,830
 
Total as of 12/31/2009 118,716,189 - 118,716,189 118,359,381 29,820 118,389,201 326,988
 

(1) See Exhibit G.
(2) See amortization policies in Note 3 2 f.

EXHIBIT C

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

OTHER INVESTMENTS (in pesos)
as of December 31, 2010 and December 31, 2009

  Book value   Book value
Main account 12/31/2010 12/31/2009
 
Short-term investments
Mutual funds in local currency
Class: Banco Itaú (Goal Pesos) Class B
Quantity: 3,161,830 units of interest
Quoted value of the unit of interest: $ 3,280715 10,373,063 -
 
Mutual funds in
foreign currency (Exhibit F)
Class: Citi Institutional Liquid Reserves
Quantity: 385 units 1,515 1,444
 
Government securities
Certificates evidencing payment of tax liability
(Government of the Province of Chubut)
Coupon No. 23 992,850 1,726,968
 
Fiduciary fund (Exhibit F)
Fideicomiso Central Termoeléctrica Manuel Belgrano and
Central Termoeléctrica Timbúes
Debt Securities – Fiduciary, Class A U$S
Quantity: 408,521 1,607,940 1,248,436
 
Nación Fideicomiso S.A.
Debt securities – “VRDA OBRA – 4 Estrecho Definitivo”
Supplementary agreement to “Fideicomiso Financiero de Obra
Gasoducto Sur 2006-2008”
Quantity: 12,813,450 17,598,896 -
 
Time deposits (Exhibit F) 21,393,030 12,417,936
 
Special savings accounts (Exhibit F) 876,238,377 726,228,915
 
Total short-term investments 928,205,671 741,623,699
 

Long-term investments

Government securities:
Bonos de la República Argentina - Discount bonds
in pesos 5.83% final maturity in 2033
Quantity: 4,821,350
Face value: $ 1
Quoted: $ 1.52 9,040,031 5,399,912
 
GDP coupon pesos
Quantity: 14,306,676
Face value: $ 1
Quoted: $ 0.1071 2,127,403 663,830
 
 
Fiduciary fund
Fideicomiso Central Termoeléctrica Manuel Belgrano and
Central Termoeléctrica Timbúes
Debt Securities – Fiduciary, Class A U$S
Quantity: 2,432,432
(Exhibit F) 9,574,054 10,365,406
 
Nación Fideicomiso S.A.
Debt securities – “VRDA OBRA – 4 Estrecho Definitivo”
Supplementary agreement to “Fideicomiso Financiero de Obra
Gasoducto Sur 2006-2008”
Quantity: 115,321,051 115,321,051 118,957,774
 
Shares:
Garantizar S.A.
Quantity: 2000
Class: B
Face value: $ 1 2,000 2,000
 
Total long-term investments 136,064,539 135,388,922
 
Total investments 1,064,270,210 877,012,621
 

EXHIBIT D

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

ALLOWANCES, PROVISIONS AND ACCRUALS (in pesos)
as of December 31, 2010 and December 31, 2009

Main account   Balances at

beginning of

the fiscal year

  Increases for

the fiscal year

   

Decreases for

the fiscal year

    Balances as of

12/31/10

 
Deducted from current assets:
 
Allowance for bad debtors in local

Currency

13,287,657 933,631 (1) - 14,221,288
Allowance for bad debtors in foreign

Currency

8,193,859 285,477 (2) 768,091 (3) 7,711,245
Allowance for obsolescence of

Materials

4,073,169 1,916,330 (4) - 5,989,499
 
Total deducted from assets 25,554,685 3,135,438 768,091 27,922,032
 
Included in current liabilities:
 
Provision for future compensation

to personnel

4,464,598 2,290,502 (5) 3,335,100 (6) 3,420,000
 
Subtotal current liabilities 4,464,598 2,290,502 3,335,100 3,420,000
 
Included in non current liabilities:
 
Accrual for lawsuits 17,787,688 235,251 (7) 540,058 (8) 17,482,881
Provision for environmental

Remediation

250,732,619 228,457,272 (9) 20,602,490 (10) 458,587,401
Provision for future compensation

to personnel

21,707,215 7,422,107 (11) 2,290,502 (12) 26,838,820
 
Subtotal non current liabilities 290,227,522 236,114,630 23,433,050 502,909,102
 
Total included in liabilities 294,692,120 238,405,132 26,768,150 506,329,102
 
(1)   Charges for the fiscal year included in the Administrative expenses line (See Exhibit G) of the Statement of Income.
(2) Charges for the fiscal year included in the Financial Results provided by Assets-exchange gains/losses in the statement of income.
(3) Recoveries for the fiscal year included in Other income and expenses line of the Statement of Income.
(4) Charges for the fiscal year included in the Production costs line (See Exhibit G) of the Statement of Income.
(5) Transfer from non current provisions for future compensation to personnel.
(6) Compensations paid during the fiscal year.
(7) Charges for the fiscal year included in Administrative expenses (see Exhibit G) of the Statement of Income.
(8) Recoveries for the fiscal year included in Other income and expenses line of the Statement of Income.
(9) Charges for the fiscal year. It is made up of $ 22,868,855 included in Financial results provided by liabilities - other financial results, $ 7,812,255 included in Other income and expenses and $ 197,776,162 included in Property, plant and equipment.
(10) It is made up of a decrease in property, plant and equipment of $ 5,146,033 and utilizations for the year of $ 15,456,457.
(11) Charges for the fiscal year. It is made up of $ 2,617,778 included in Administrative expenses - Defined benefit plans for personnel (see Exhibit G), and $ 4,804,329 included in Other financial results generated by liabilities of the Statement of Income.
(12) Transfer to current provision for future compensation to personnel for the fiscal year.

EXHIBIT E

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

COST OF SALES (in pesos)
for the fiscal year beginning January 1, 2010 and ended December 31, 2010, comparative with the prior fiscal year

  2010   2009
 
Inventories at the beginning of fiscal year 239,113,246 231,449,361
 
Purchases 337,402,644 293,831,066
 
Production costs (Exhibit G) 4,970,520,701 4,207,733,278
 
Inventories at fiscal year-end ( 201,182,026) ( 239,113,246)
 
Cost of sales 5,345,854,565 4,493,900,459
 

EXHIBIT F

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
ASSETS AND LIABILITIES IN FOREIGN CURRENCY
as of December 31, 2010 and December 31, 2009

             
Amount and type of

foreign currency

Exchange Amount in local currency as of Amount and type of foreign currency Amount in local currency as of
Item as of 12/31/2010 rate 12/31/2010 as of 12/31/2009 12/31/2009
U$S   Euros $ U$S   Euros
ASSETS
 
CURRENT ASSETS
Banks
Cash on hand - 4,370 5.2191 22,807 4,370 23,577
45,405 3.936 178,714 201,521 50,586 190,202 213,779
Cash in banks 4,073,948 3.936 16,035,059 5,136,416 19,312,926
 
Investments
Time deposits 5,435,221 3.936 21,393,030 3,302,643 12,417,936
Mutual funds 385 3.936 1,515 384 1,444
Special deposit account 222,621,539 3.936 876,238,377 193,145,988 726,228,915
Fiduciary Fund 408,521 3.936 1,607,940 332,030 1,248,436
 
Accounts receivable
Accounts receivable 274,052,068 3.936 1,078,668,938 281,131,018 1,057,052,626
Allowance for bad debtors (1,959,158) 3.936 ( 7,711,245) ( 2,179,218) ( 8,193,859)
Notes receivable 6,537,662 3.936 25,732,238 5,292,247 19,898,849
Affiliated companies 855,982 3.936 3,369,145 855,982 3,218,492
 
Other receivables
Expenses recoverable 62,197 3.936 244,806 277,580 1,043,702
Miscellaneous 1,097,126 3.936 4,318,289 3,945,464 14,834,946
Affiliated companies 5,221,040 3.936 20,550,013 4,153,452 15,616,981
 
Inventories
Advances to suppliers 326,646 3.936 1,285,679 - -
 
Total current assets 518,778,582 4,370 2,041,935,305 495,444,572 4,370 1,862,895,173
 
NON CURRENT ASSETS
 
Other receivables
Miscellaneous 3,646,325 3.936 14,351,936 3,829,673 14,399,572
 
Investments
Fiduciary Fund 2,432,432 3.936 9,574,054 2,756,757 10,365,406
 
Total non current assets 6,078,757 23,925,990 6,586,430 24,764,978
 
Total assets 524,857,339 4,370 2,065,861,295 502,031,002 4,370 1,887,660,151
 

U$S= US dollar

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
ASSETS AND LIABILITIES IN FOREIGN CURRENCY
as of December 31, 2010 and December 31, 2009

                 
Amount and type of

foreign currency

Exchange Amount in local currency as of Amount and type of foreign currency Amount in local currency as of
Item as of 12/31/2010 rate 12/31/2010 as of 12/31/2009 12/31/2009
U$S $ U$S
 
 
CURRENT LIABILITIES
 
Accounts payable
Trade 55,704,755 3.976 221,482,105 54,021,185 205,280,502
Notes payable - - - 7,649,951 29,069,812
Affiliated companies 10,712,265 3.976 42,591,968 4,222,221 16,044,440
 
Loans
Unsecured notes payable 205,453,000 3.976 816,881,127 296,910,000 1,128,258,000
Interest accrued on
notes payable 14,229,062 3.976 56,574,749 15,444,187 58,687,911
Financial bonds
Financial bonds 123,393,500 3.976 490,612,556 - -
Interest accrued on financial bonds 13,556,647 3.976 53,901,228 7,857,639 29,859,028
 
Total current liabilities 423,049,229 1,682,043,733 386,105,183 1,467,199,693
 
NON CURRENT LIABILITIES
 
Accounts payable
Miscellaneous liabilities 5,510,148 3.976 21,908,348 5,510,148 20,938,562
 
Loans
Unsecured notes payable 754,507,000 3.976 2,999,919,832 874,960,000 3,324,848,000
 
Financial bonds
Financial bonds 623,393,500 3.976 2,478,612,556 250,000,000 950,000,000
 
Total non current liabilities 1,383,410,648 5,500,440,736 1,130,470,148 4,295,786,562
 
Total liabilities 1,806,459,877 7,182,484,469 1,516,575,331 5,762,986,255
 

U$S= US dollar

EXHIBIT G

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

INFORMATION REQUIRED BY ART. 64, CLAUSE 1b) OF LAW 19550, for the fiscal year beginning January 1, 2010 and ended December 31, 2010, comparative with the prior fiscal year (in pesos)

Items   Production

costs

  Administrative

expenses

  Total 2010   Total 2009
 
 
Fees and compensation for services 57,395,270 32,024,598 89,419,868 64,846,210

Salaries, wages and benefits to
personnel

 

404,596,823 80,690,442 485,287,265 370,496,686
Defined benefit plans to personnel

(Note 3 2 j)

6,713,953 23,410,842 30,124,795 44,902,195
Social security contributions 67,586,811 19,055,510 86,642,321 63,995,001
Taxes, assessments and other contributions 1,641,768,081 214,989,447 1,856,757,528 1,464,484,904

Depreciation of property, plant and equipment
(Exhibit A)

1,219,416,744 6,182,560 1,225,599,304 1,071,008,680
Intangible asset amortization (Exhibit B) 26,158 - 26,158 29,820
Transportation, freight and storage expenses 183,638,208 52,910 183,691,118 157,895,969
Contracted services 1,083,023,639 18,904,717 1,101,928,356 902,251,239
Travel and accommodation expenses 7,413,926 11,403,387 18,817,313 16,901,356
Building rentals, maintenance and others 67,034,071 29,454,885 96,488,956 89,934,653
Environmental remediation and rights of way 73,400,506 - 73,400,506 58,981,410
Bad debtors (Exhibit D) - 933,631 933,631 3,611,104
Lawsuits (Exhibit D) - 235,251 235,251 6,530,838
Obsolescence of materials (Exhibit D) 1,916,330 - 1,916,330 510,140
Dry wells 7,040,009 - 7,040,009 3,396,526
Geology and geophysics related expenses 55,174,881 - 55,174,881 82,391,583
Production and administrative general expenses 94,375,291 1,089,026 95,464,317 144,611,328
 
Total 2010 4,970,520,701 438,427,206 5,408,947,907
 
Total 2009 4,207,733,278 339,046,364 4,546,779,642
 

EXHIBIT H

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as of December 31, 2010 and December 31, 2009
TERMS, INTEREST RATES AND ADJUSTMENT CLAUSES OF SHORT-TERM INVESTMENTS, LOANS, RECEIVABLES AND PAYABLES (in pesos)

  Investments   Receivables   Payables   Loans
12/31/2010   12/31/2009 12/31/2010   12/31/2009 12/31/2010   12/31/2009 12/31/2010   12/31/2009
 
Total amount without any established term 2,129,403 665,830 129,998,125 (1) 231,281,825 930,205,330 711,703,681 - -
 
To become due:
 
Up to 3 months 914,434,816 739,954,470 1,301,814,555 1,185,468,019 1,415,862,744 1,247,493,481 881,384,909 593,634,320
From 3 to 9 months 4,590,285 304,865 4,055,884 3,365,224 178,838,945 851,427,171 207,578,703 554,420,000
From 6 to 9 months 4,590,285 1,059,499 3,898,614 3,270,529 2,700,100 7,256,709 166,387,648 63,859,000
From 9 to 12 months 4,590,285 304,865 3,489,657 3,048,183 16,251,100 14,011,755 162,618,400 193,420,000
From 1 to 2 years 18,361,141 13,115,236 11,076,024 9,960,797 7,380,398 7,626,356 1,546,226,640 1,046,721,400
From 2 to 3 years 18,361,141 17,080,495 6,284,913 4,908,219 7,380,398 7,380,398 1,005,912,096 1,426,884,800
From 3 to 4 years 18,361,141 17,080,495 1,388,481 2,210,106 7,380,398 7,380,398 347,088,896 904,384,800
From 4 to 5 years 18,361,141 17,080,495 552,978 861,909 7,380,398 7,380,398 215,972,344 331,724,800
From 5 to 6 years 18,361,141 17,080,495 140,761 163,138 7,380,398 7,380,398 122,460,800 206,412,200
From 6 to 7 years 18,361,141 17,080,495 - - 7,380,398 7,380,398 221,860,800 117,040,000
From 7 to 8 years 14,089,991 17,080,495 - - 7,380,398 7,380,398 31,012,800 212,040,000
From 8 to 9 years 638,268 13,115,240 - - 2,460,133 7,380,398 662,664,016 29,640,000
From 9 to 10 years - 609,734 - - - 2,460,132 662,666,004 -
Over 10 years 9,040,031 5,399,912 - - - - 662,667,992 -
 
Subtotal 1,064,270,210 877,012,621 1,462,699,992 1,444,537,949 2,597,981,138 2,893,642,071 6,896,502,048 5,680,181,320
 
Other items that are not to be collected or paid in cash - - 72,116,837 40,709,152 - - - -
 
Total 1,064,270,210 877,012,621 1,534,816,829 1,485,247,101 2,597,981,138 2,893,642,071 6,896,502,048 5,680,181,320
 

(1) It includes the overdue receivables detailed in item 3.a of the supplementary information.

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)
Balance sheet as of December 31, 2010 and December 31, 2009
TERMS, INTEREST RATES AND ADJUSTMENT CLAUSES OF SHORT-TERM INVESTMENTS, LOANS, RECEIVABLES AND PAYABLES (in pesos)

  Investments   Receivables   Payables   Loans
12/31/2010   12/31/2009 12/31/2010   12/31/2009 12/31/2010   12/31/2009 12/312010   12/31/2009
Rate   Pesos Rate   Pesos Rate   Pesos Rate   Pesos Rate   Pesos Rate   Pesos Rate   Pesos Rate   Pesos
 
Annual fixed rate in U$S - - - - - - - - - - - - 7.875 1,988,000,000 - -
Annual fixed rate in U$S - - - - - - - - - - - - 7.56 220,906,560 7.56 253,346,000
Annual fixed rate in U$S - - - - - - - - - - - - 6.97 178,920,000 6.97 256,500,000
Annual fixed rate in U$S - - - - - - - - - - - - 5.66 (2) 59,640,000 5.66 (2) 57,000,000
Annual fixed rate in U$S - - - - - - - - - - - - 8.00 39,760,000 8.00 38,000,000
Annual fixed rate in U$S 14.00 (3) 11,181,994 14.00 (3) 11,613,842 - - - - - - - - 7.75 981,225,111 7.75 950,000,000
Annual fixed rate in U$S - - - - - - - - - - - - 4.13 401,178,400 4.13 492,860,000
Annual fixed rate in U$S - - - - - - - - - - - - 4.49 664,389,600 4.49 776,340,000
Annual fixed rate in U$S - - - - - - - - - - - - 5.46 470,758,400 5.46 509,960,000
Annual rate in U$S - - - - - - - - - - - - (5) 608,328,000 (5) 581,400,000
CER plus annual fixed rate in $ 4.00 992,850 4.00 1,726,968 - - - - - - - - - - - -
Average annual variable rate in $ 6.02 10,373,063 - - 8.00 43,208,056 8.00 31,646,092 - - - - - - 9.82 188,528,381
Average annual variable rate in U$S - - - - - - - - - - - - 4.45 914,480,000 3.14 874,000,000
Average annual fixed rate in U$S - - - - - - - - - - - - 1.38 258,440,000 3.58 613,700,000
Average annual variable rate in U$S 0.15 897,632,922 0.15 738,648,295 - - - - - - - - - - - -
Annual variable rate in $ CER más 8% (4) 132,919,947 - - - - - - - - - - - -
Annual fixed rate in $ - - 15.00 (4) 118,957,774 - - 9.00 61,503,317 9.00 68,883,714 - -
Annual fixed rate in $ plus CER 5.83 9,040,031 5.83 5,399,912 - - - - - - - - - - - -
Non-interest bearing - 2,129,403 - 665,830 - 1,491,608,773 - 1,453,601,009 - 2,536,477,821 - 2,824,758,357 - - - -
 
Total 1,064,270,210 877,012,621 1,534,816,829 1,485,247,101 2,597,981,138 2,893,642,071 6,786,026,071 (1) 5,591,634,381 (1)
 
(1)   It only includes principal at face value.
(2) Plus additional interest calculated in relation to the economic performance of Pan American Energy LLC.
(3) Fideicomiso Central Termoeléctrica Manual Belgrano and Central Termoeléctrica Timbúes.
(4) Nación Fideicomiso S.A. – “Fideicomiso Financiero de Obra Gasoducto Sur 2006-2008”.
(5) The weighted average rate was 7.37% as of 12/31/2010 and 7.44% as of 12/31/2009.

EXHIBIT I

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

Balance sheet as of December 31, 2010 and December 31, 2009

PARTICIPATION IN JOINT VENTURES (in pesos)

  Lindero Atravesado   Aguada Pichana   San Roque   Acambuco   Estancia La Escondida   Bandurria   Costa Afuera

Argentina Bloque 40

  Costa Afuera

Argentina Bloque 46

  Anticlinal Funes
62.50%   62.50% 18.18%   18.18% 16.47 %   16.47 % 52.00 %   52.00 % 25.00%   25.00% 18.18%   18.18% 33.50%   33.50% 33.50%   33.50% 80.00%   80.00%
12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009
Balance sheet
 
ASSETS
CURRENT ASSETS
Cash and banks 171,040 161,756 508,676 351,878 325,847 129,004 33,614 1,197,400 108,067 28,465 495,514 310,879 - - - - 10,168 -
Other receivables 440,339 2,009,703 7,860,375 9,293,265 5,776,817 6,868,665 2,017,982 4,471,493 965,578 822,717 151,522 397,949 9,532,522 596,799 580,221 580,311 1,092,857 1,143,832
Inventories 6,415,617 7,379,376 10,192,806 11,904,216 6,403,843 6,744,552 11,512,108 4,117,891 102,582 94,961 - - - - - - - -
 
Total current assets 7,026,996 9,550,835 18,561,857 21,549,359 12,506,507 13,742,221 13,563,704 9,786,784 1,176,227 946,143 647,036 708,828 9,532,522 596,799 580,221 580,311 1,103,025 1,143,832
 
NON CURRENT ASSETS
Other receivables 215,158 - - - - - 245,732 193,894 - - - - - - - - - -

Property, plant and
Equipment

130,415,412 138,954,407 320,613,232 306,707,586 140,020,504 171,707,344 853,588,977 683,083,674 6,063,112 5,273,526 8,787,758 4,993,039 21,571,597 9,131,471 269,574 269,574 5,653,686 6,714,451
 
Total non current assets 130,630,570 138,954,407 320,613,232 306,707,586 140,020,504 171,707,344 853,834,709 683,277,568 6,063,112 5,273,526 8,787,758 4,993,039 21,571,597 9,131,471 269,574 269,574 5,653,686 6,714,451
 
Total assets 137,657,566 148,505,242 339,175,089 328,256,945 152,527,011 185,449,565 867,398,413 693,064,352 7,239,339 6,219,669 9,434,794 5,701,867 31,104,119 9,728,270 849,795 849,885 6,756,711 7,858,283
 

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

Balance sheet as of December 31, 2010 and December 31, 2009

PARTICIPATION IN JOINT VENTURES (in pesos)

  Lindero Atravesado   Aguada Pichana   San Roque   Acambuco   Estancia La Escondida   Bandurria   Costa Afuera

Argentina Bloque 40

  Costa Afuera

Argentina Bloque 46

  Anticlinal Funes
62.50%   62.50% 18.18%   18.18% 16.47%   16.47%   52.00%   52.00%   25.00%   25.00% 18.18%   18.18% 33.50%   33.50%   33.50%   33.50% 80.00%   80.00%
Balance sheet 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009 12/31/2010 12/31/2009
 
LIABILITIES
CURRENT LIABILITIES
Accounts payable 7,973,416 8,411,959 49,664,194 47,119,869 17,460,460 9,576,516 63,541,144 22,138,837 2,588,657 1,583,846 - - - - - - 852,700 1,146,612

Payroll and social security
contributions

1,437,104 1,221,601 - - - - 3,205,720 3,087,195 - - - - - - - - - -
Taxes payable 703,035 85,667 886,059 1,627,432 1,056,829 1,466,121 2,040,657 199,443 160,683 107,729 181,116 185,039 - - - - 3,408 3,234
Provision for future compensation to personnel 1,584,175 1,130,000 - - - - 1,454,597 290,200 - - - - - - - - - -
 
Total current liabilities 11,697,730 10,849,227 50,550,253 48,747,301 18,517,289 11,042,637 70,242,118 25,715,675 2,749,340 1,691,575 181,116 185,039 - - - - 856,108 1,149,846
 
NON CURRENT LIABILITIES
Accounts payable 4,087,546 3,935,755 - 219,132 2,417,323 876,528 3,077,540 4,579,757 - - - - - - - - - -
Provision for environmental remediation 7,529,316 5,537,881 21,900,475 16,545,405 10,954,225 9,639,949 28,780,893 16,175,585 156,056 172,832 - - - - - - 4,341,233 4,595,592
Accruals 2,449,616 1,532,345 150,722 61,052 165,735 182,065 3,876,743 3,634,430 - - - - - - - - - -
 
Total non current liabilities 14,066,478 11,005,981 22,051,197 16,825,589 13,537,283 10,698,542 35,735,176 24,389,772 156,056 172,832 - - - - - - 4,341,233 4,595,592
 
Total liabilities 25,764,208 21,855,208 72,601,450 65,572,890 32,054,572 21,741,179 105,977,294 50,105,447 2,905,396 1,864,407 181,116 185,039 - - - - 5,197,341 5,745,438
 
Owner’s equity 111,893,358 126,650,034 266,573,639 262,684,055 120,472,439 163,708,386 761,421,119 642,958,905 4,333,943 4,355,262 9,253,678 5,516,828 31,104,119 9,728,270 849,795 849,885 1,559,370 2,112,845
 
Total 137,657,566 148,505,242 339,175,089 328,256,945 152,527,011 185,449,565 867,398,413 693,064,352 7,239,339 6,219,669 9,434,794 5,701,867 31,104,119 9,728,270 849,795 849,885 6,756,711 7,858,283
 

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

 
Balance sheet as of December 31, 2010 and December 31, 2009

PARTICIPATION IN JOINT VENTURES (in pesos)

  Lindero Atravesado   Aguada Pichana   San Roque   Acambuco   Estancia La Escondida   Bandurria   Costa Afuera

Argentina Bloque 40

  Costa Afuera

Argentina Bloque 46

  Anticlinal Funes
62.50%   62.50%   18.18%   18.18%   16.47%   16.47%   52.00%   52.00%   25.00%   25.00%   18.18%   18.18%   33.50%   33.50%   33.50%   33.50%   80.00%   80.00%
2010   2009   2010   2009   2010   2009   2010   2009   2010   2009   2010   2009   2010   2009   2010   2009   2010   2009
 

INCOME STATEMENT

Sales (a) - - - - - - - - - - - - - - - -
Cost of sales (82,792,452)   (66,508,751)   (175,215,942)   (192,596,120)   (125,098,006)   (114,196,049)   (229,629,595)   (247,389,449)   (4,869,111)   (4,195,390)   -   -   -   -   -   -   (10,450,403)   (13,009,118)
 
Gross result (82,792,452) (66,508,751) (175,215,942) (192,596,120) (125,098,006) (114,196,049) (229,629,595) (247,389,449) (4,869,111) (4,195,390) - - - - - - (10,450,403) (13,009,118)
Administrative expenses -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   -
Operating result (82,792,452) (66,508,751) (175,215,942) (192,596,120) (125,098,006) (114,196,049) (229,629,595) (247,389,449) (4,869,111) (4,195,390) - - - - - - (10,450,403) (13,009,118)
 
Financial results - net ( 2,876,174) 756,699 ( 1,402,519) ( 4,500,370) ( 595,853) ( 1,860,950) ( 1,466,180) ( 389,625) ( 4,132) ( 5,134) 42 ( 5,636) ( 823) 2,125 ( 425) ( 2,234) ( 292,146) ( 155,023)

Other income and
expenses – net

689,148   ( 635,475)   -   248,542   3,971,769   172,645   637,078   777,407   -   -   (6,384,693)   (3,264,466)   (11,207,880)   (2,827,976)   (4,316,716)   (2,129,626)   ( 41,600)   -
 
Net results (84,979,478)   (66,387,527)   (176,618,461)   (196,847,948)   (121,722,090)   (115,884,354)   (230,458,697)   (247,001,667)   (4,873,243)   (4,200,524)   (6,384,651)   (3,270,102)   (11,208,703)   (2,825,851)   (4,317,141)   (2,131,860)   (10,784,149)   (13,164,141)

(a) No sales were recorded in the joint ventures because production is directly assigned to each participant.

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010

REPORTING SUMMARY REQUIRED BY RESOLUTION No. 290/97 OF THE NATIONAL SECURITIES COMMISSION

1. Comment on the Branch's activity

Operating activities:

Pan American Energy LLC Argentine Branch (“The Branch”) is mainly engaged in the exploration, development and production of hydrocarbons. The Head Office of the Branch is Pan American Energy LLC.

During the fiscal year ended December 31, 2010, with a daily average production of 232.31 thousand barrels of oil, the Branch together with the subsidiaries of the Head Office that develop their activities in the country rank second in the production of natural gas and oil in Argentina.

2. Balance sheet items (in pesos)

 

Balance

 

Balance

 

Balance

 

Balance

 

Balance

Sheet

Sheet

Sheet

Sheet

Sheet

as of

as of

as of

as of

as of

12/31/2010

 

12/31/2009

 

12/31/2008

 

12/31/2007

 

12/31/2006

 
Current assets 2,596,344,189 2,414,448,055 1,928,205,904 1,260,904,810 1,235,627,955
 
Non current assets 14,253,731,170   12,076,923,784   9,768,495,753   7,446,314,957   5,910,041,926
 
Total 16,850,075,359   14,491,371,839   11,696,701,657   8,707,219,767   7,145,669,881
 
Current liabilities 3,031,622,549 3,525,522,436 3,133,204,026 1,706,399,649 2,038,446,446
 
Non current liabilities 6,480,343,518   5,066,088,643   4,576,854,938   3,669,958,237   2,989,464,507
 
Subtotal 9,511,966,067   8,591,611,079   7,710,058,964   5,376,357,886   5,027,910,953
 
Account with Head

Office

6,876,870,285

5,438,521,753 3,525,403,686 2,869,622,874 1,656,519,921
 
Capital allocated to the

Branch

221,779,007

221,779,007 221,779,007 221,779,007 221,779,007
 
Capital adjustment 239,460,000   239,460,000   239,460,000   239,460,000   239,460,000
 
Total 16,850,075,359   14,491,371,839   11,696,701,657   8,707,219,767   7,145,669,881

3. Income statement items (in pesos)

 

Fiscal

 

Fiscal

 

Fiscal

 

Fiscal

 

Fiscal

year ended

year ended

year ended

year ended

year ended

12/31/2010

 

12/31/2009

 

12/31/2008

 

12/31/2007

 

12/31/2006

 
Ordinary operating income

3,892,026,289

4,275,336,592 2,210,870,826 2,573,221,966 2,743,659,781
 
Financial results ( 700,437,074) ( 973,410,190) ( 735,869,887) ( 334,318,829) ( 157,229,580)
 
Other income and expenses - net 22,199,103   19,401,517   23,405,830   ( 24,199,544)   ( 41,522,382)
 
Income before income tax 3,213,788,318 3,321,327,919 1,498,406,769 2,214,703,593 2,544,907,819
 
Income tax expense - current (1,119,118,582) (1,369,505,178) ( 551,629,967) ( 831,214,623) ( 896,407,452)
 
Income tax - deferred 16,583,854   203,675,537   30,272,746   52,253,813   ( 3,463,245)
 
Net income 2,111,253,590   2,155,498,278   977,049,548   1,435,742,783   1,645,037,122

4. Statistical data

  Fiscal   Fiscal   Fiscal   Fiscal   Fiscal
year ended year ended year ended year ended year ended
12/31/2010 12/31/2009 12/31/2008 12/31/2007 12/31/2006
in cubic meters in cubic meters in cubic meters in cubic meters in cubic meters
Production of crude oil (1)

6,543,884

6,638,078 6,145,708 6,150,764 6,123,609
Sale of crude oil 6,746,878 6,703,275 6,009,932 6,135,234 6,146,250
 
in thousand cubic meters in thousand cubic meters in thousand cubic meters in thousand cubic meters in thousand cubic meters
Production of natural

gas (2)

5,000,001

5,305,594 5,635,655 5,229,944 4,887,081
Sale of natural gas 4,855,318 5,252,619 5,655,867 5,310,947 4,777,025
Transportation of natural gas - - - 2,756 15,159
         
in tons in tons in tons in tons in tons
 
Production of L.P.G. 148,466 159,944 138,904 75,337 104,647
Sale of L.P.G. 161,259 160,954 126,354 62,342 105,810
(1)   Includes gasoline from the gas processing plants of Transportadora de Gas del Sur S.A. (Gral. Cerri) and Refinería del Norte S.A.
(2) The production of natural gas is disclosed net of the amounts reinjected into the reservoir and used up in the operations and processed in the gas processing plants.

5. Ratios

Financial statements as of

12/31/2010

  Financial statements as of

12/31/2009

  Financial statements as of

12/31/2008

  Financial statements as of

12/31/2007

  Financial statements as of

12/31/2006

 
Liquidity (1) 0.86 0.68 0.62 0.74 0.61
Indebtedness (2) 1.30 1.46 1.93 1.60 2.37
Tied –up funds (3) 0.85 0.83 0.83 0.86 0.83
Solvency (4) 0.77 0.69 0.52 0.62 0.42
Ordinary profitability before income tax/ Minimun deferred income tax (5)

 

0.54

0.83 0.45 1.05 1.01
Net profitability (6) 0.36 0.54 0.29 0.68 0.65
(1)   Total current assets / Total current liabilities
(2) Total liabilities / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment
(3) Non current assets / Total assets
(4) Account with Head Office plus Capital allocated to the Branch plus Capital adjustment / Total liabilities
(5) Income before tax / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment at beginning of fiscal year
(6) Net income / Account with Head Office plus Capital allocated to the Branch plus Capital adjustment at beginning of fiscal year

6. Supplementary Information to the Financial Statements as of December 31, 2010

Information on oil and gas reserves

In compliance with General Resolution N° 541/2008 of the Argentine Securities and Exchange Commission, below are the proved reserves of oil and gas of the Issuer as of December 31, 2010:

The Branch’s reserves are located in the geographic area of Argentina.

The information on reserves is based on the estimates prepared by the international technical consultants RPS and Ryder Scott Company Petroleum Consultants.

Developed and undeveloped proved reserves

 
   
 

Crude oil, condensate
and natural gas liquids
(in m3)

 

Natural gas
(in thousands of m3)

 

Total combined
(in m3 of oil
equivalent)

 

 
Reserves as of December 31, 2009 147,595,139 55,535,760 203,130,899
 
Addition (decrease) of reserves for the fiscal year 7,827,276 ( 106,936) 7,720,340
Production for the fiscal year ( 6,495,744) ( 6,024,098) ( 12,519,842)
 
Reserves as of December 31, 2010 148,926,671 49,404,726 198,331,397

7. Plan for the implementation of International Financial Reporting Standards

On April 29, 2010, the Branch’s Legal Representative approved the implementation plan of International Financial Reporting Standards (IFRS) in compliance with the requirements of Resolution No. 562/09 issued by the Argentine Securities Commission.

Pursuant to the provisions of FACPCE Technical Resolution No. 26, paragraphs 17 (a) and (b), we report that: (i) in compliance with General Resolution No. 562/09 of the Argentine Securities Commission, the Branch will prepare the quarterly and annual financial statements for the fiscal year beginning January 1, 2012 and subsequent financial statements under IFRS; (ii) in compliance with the approved implementation plan, the effects of the adoption of IFRS are under evaluation and the training process for all the personnel involved in the accounting registration has been completed.

Pursuant to the provisions of Resolution No. 576/10, it is informed that the transition date adopted by the Branch is January 1, 2011.

As a result of monitoring the implementation plan, the Legal Representative informs that he has not become aware of any circumstance calling for any amendment of such plan, which is being executed in accordance with the objectives set.

8. Business prospects

The Branch is working to maintain and increase its operating efficiency in connection with the oil and gas exploration and production, to continue increasing its production and adding hydrocarbons reserves in Argentina, satisfying in this way the energy needs of the country as well as to comply with its pre-existing contractual obligations. The Branch strives to provide its personnel and contractors with healthy and safe working conditions while preserving the environment.

The Branch is strongly engaged with the communities where it operates, by developing different social responsibility programs (CSR).

In the fiscal year ended December 31, 2010, the Branch’s total production of hydrocarbons kept the same level compared with the prior year, despite of the impact of worker union strikes that affected the productivity during the fiscal year. The active investment program mentioned above has allowed the Branch to double its production of hydrocarbons between 1999 and 2009 and 2010 and increase its reserves year by year throughout that period.

The global economic crisis, which arose in 2008 in the financial sector and later impacted the real economy, compelled the governments of many countries, including Argentina, to take actions intended to stimulate the global demand and the maintenance of employment.

During 2009 and 2010, stimulating policies continued to be applied. In the last quarter of 2009 the first recovering signs were evidenced both at a worldwide level and in our country. However, the global economy, particularly United States of America and Europe has not yet adopted a clear trend towards the increase in global demand and the level of employment. For this reason, new measures of encouragement of global demand in these countries were taken.

As a result of the referred crisis, there were also significant reductions in the price of commodities, including oil prices: the WTI type decreased from a maximum amount of U$S 145.31 per barrel in July 2008 to less than one third of such amount in the first quarter of 2009 (U$S 43.10 per barrel). In the fiscal year ended December 31, 2010, the average price of WTI was U$S 79.53 per barrel, 28. 65 % higher compared to 2009, when the price per barrel was U$S 61.82, thus showing a higher worldwide demand for this commodity.

At a sector level, the increased costs in the oil industry are a matter of concern. As such costs broadly exceeded the general rise in prices during the years prior to the 2008/2009 international crisis, they were not properly in line with changes in both the international and domestic macroeconomic variables as from the referred crisis.

The revenues from sales of the production of oil and gas sectors have been affected as in the last years by the regulations currently in force. In the case of oil, as from March 2002, export tariffs have been applied, which has also affected the prices in the domestic market. On November 15, 2007, the Ministry of Economy and Production issued Resolution 394/07, whereby such export tariffs were increased and an effective ceiling price for the export of crude was set, which was ratified by Resolution 813/2010 of the Argentine Secretary of Energy. On the other hand, Resolution 1679/2004 of the Secretary of Energy, which provided for the mandatory registration of export transactions and their prior authorization, remains effective.

The changes in exploration and production costs incurred in relatively low-production and mature fields, as in the case of Argentina, demand a level of crude oil prices in the domestic market and a net export price which have not been yet validated by the oil pricing regulations applicable in the country. Particularly considering the replacement of reserves which must give the activity a proper sustainability level in the long term.

In the case of natural gas, after a four-year period (from 2002) in which the domestic market prices were successively redenominated into pesos and frozen, export tariffs and restrictions were imposed on exports. On the other hand, an agreement named “regularization of wellhead prices” was signed between the Secretary of Energy and the natural gas producers, which expired on December 31, 2006. At the request of the related authorities, a new agreement was entered into which will be in force until December 31, 2011 (confirmed by Resolution 599/07 issued by the Secretary of Energy). Under the referred agreement, producers (including the Branch) undertake to satisfy the domestic demand up to the levels reached in 2006 plus the growth of the residential market during the validity thereof by setting out new guidelines for price changes. On July 28, 2009 the national and provincial authorities, the representatives of main industry unions, together with the gas producers, entered into an agreement – currently in force – tending to restore the balance of the oil and gas sector. On September 28, 2010, the Argentine Gas Regulator Entity (ENARGAS) Resolution No. 1410/2010 was published in the Official Gazette. This resolution established a procedure for gas applications, confirmations and controls of gas applicable to all the entities in the gas industry, including the Branch.

In September 2008, a regime to subsidize low-income liquefied petroleum gas (LPG) consumers was established, whereby funds obtained from the increase in the price of natural gas paid by certain categories of gas consumers are transferred to a fiduciary fund created for that purpose. This regime was established by Resolution No. 1070/2008 issued by the Secretary of Energy and extended until December 31, 2010 and then until December 31, 2011.

At a sector level, on November 18, 2010 the National Agreement for the Promotion of the Social Dialogue in the Hydrocarbons Industry was entered into by representatives of the Ministry of Federal Planning, Public Investment and Services; the Ministry of Labor Employment and Social Security, the hydrocarbon producing provinces, and the unions and producers. This Agreement is aimed at promoting the regional development and dialogue among the parties.

Regarding governmental programs to encourage the increase in oil and natural gas production and reserves, see Notes 14 and 15 to the Financial Statements.

City of Buenos Aires, March 10, 2011

Hernán Pablo Giacumbo

Attorney - in - fact

PAN AMERICAN ENERGY LLC (ARGENTINE BRANCH)

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010

SUPPLEMENTARY INFORMATION TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 REQUIRED BY SECTION 68 OF THE REGULATIONS OF THE BUENOS AIRES STOCK EXCHANGE

Overall issues about the Branch’s activity:

1.  

Specific and significant legal requirements which imply contingent suspensions or changes of benefits provided for by such regulations:

 
The Branch is not subject to specific and significant legal requirements, which may imply the contingent suspension or change of benefits provided for by such regulations, except as disclosed in notes to the financial statements.
 
2.

Significant changes in the Branch’s activities or other similar circumstances that affect the comparison of the financial statements with prior years, or with those to be presented in future years.

 
There are no changes in the Branch’s activities that significantly affect the comparison of the financial statements as of December 31, 2010.
 
3.

Breakdown of receivables and payables as per section 68, subsection 3.

 
3.a) The breakdown of receivables and payables based on the maturity thereof is disclosed in Exhibit H to the financial statements.
 

The following receivables without any established term included in the referred Exhibit H are overdue:

              Current receivables
$
 
Due from October to December 2010 24,700,784
Due from July to September 2010 24,195,183
Due from April to June 2010 7,271,376
Due from January to March to 2010 876,265
Due from January to December 2009 17,940,879
Due from January to December 2008 5,088,804
Due from January to December 2007 421,323
Due from January to December 2006 13,288
Due from January to December 2004 2,577
Due from January to December 2002 24,585

 

Total

80,535,064

  There are no overdue payables.
 
3.b) In connection with the receivables and payables in foreign currency, see Exhibit F to the financial statements. There are no significant receivables and payables to be cancelled in kind.
 
3.c) There are no receivables and payables subject to adjustment clauses.
 
3.d) In connection with the receivables and payables that accrue interest as of December 31, 2010, see Exhibit H to the financial statements.
 
4.

Participation in Art. 33 Corporations Law No. 19550

 
None.
 
5.

Trade accounts receivables or loans with directors, statutory auditors, and relatives including up to the second degree:

 
None as of the date of issuance of these financial statements.
 
6.

Physical counts of inventories

 
Based on the nature of the activity, the Branch carries out physical counts of most of its inventories. There are no significant slow-moving inventories as of December 31, 2010 for which an allowance has not been set up.
 
7.

Current values

 
The valuation method of inventories is disclosed in Note 3.2.d) to the financial statements.
 
8.

Property, plant and equipment

 
No items of property, plant and equipment have been subject to technical revaluations.
 
To date, there are no property, plant and equipment items that are not in use due to obsolescence.
 
9.

Interests in other companies

 
None. The Branch’s participating interests in joint operations are disclosed in Note 2 to the financial statements.
 
10.

Recoverable value

 
The recoverable value of inventories and fixed assets, used as a limit to their valuation for financial reporting purposes, have been determined based on the net realizable values and values in use, the latter defined as the expected net cash flows that would result from both the use of the assets and the disposal thereof at the end of their useful life.
 
11.

Insurance

 
As of December 31, 2010, the insurance taken in relation to the Branch’s goods and activities are as follows:
 

 

   

Covered

Insured assets

Insured risks

amount

 

Thousand U$S

 
Equipment, facilities and pipelines
applied to exploitation and transportation Physical damage 2,927,765 (*)
 
Third party damage caused by the Branch’s activities
or by the equipment, facilities and pipelines used
for exploration and production purposes Liability insurance on - shore 100,000
 
Liability insurance off - shore 100,000
 
Wells Control, re-drilling, spill (**)
 
Goods Transportation 10,000

In addition, the Branch took out workers’ compensation and automobile liability insurance policies.

(*) It is the total amount disclosed in the policy in relation to this item. The referred amount is subject to limits and deductibles depending on the coverage.
(**) In compliance with the limits and deductibles applied to the different fields.

12.  

Negative and positive contingencies

 

All the evidence available and the likelihood of occurrence have been taken into account to evaluate contingencies. Regarding allowances, see Notes 3.2.g, 10 and 14 and Exhibit D to the basic financial statements.

 
13.

Contingencies as of the date of the financial statements with non remote likelihood of occurrence, the financial effects of which have not been fully recorded as of December 31, 2010

 
None.
 

Irrevocable advances for future subscriptions

 
14. As of December 31, 2010 there are no irrevocable advances for future subscriptions.
 
15. There are no preferred shares as of December 31, 2010.
 
16. As of December 31, 2010 the Branch has no restrictions on the distributions of earnings, except as indicated in Note 10 to the financial statements.

City of Buenos Aires, March 10, 2011

Hernán Pablo Giacumbo

  Attorney-in-fact

Category Code: ACS
Sequence Number: 278757
Time of Receipt (offset from UTC): 20110623T210116+0100

Contacts

Pan American Energy LLC, Argentine Branch

Contacts

Pan American Energy LLC, Argentine Branch