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Metrogas S.A. Interim / Quarterly Report 2000

Aug 22, 2000

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Free translation from the original prepared in Spanish for publication in Argentina

METROGAS S.A.

FINANCIAL STATEMENTS

AS OF JUNE 30, 2000 AND 1999

Free translation from the original prepared in Spanish for publication in Argentina

METROGAS S.A.

FINANCIAL STATEMENTS

AS OF JUNE 30, 2000 AND 1999

INDEX

Report of Independent Accountants on unaudited iterim financial statements

Balance Sheets

Income Statements

Statements of Changes in Shareholders' Equity

Statements of Cash Flows

Notes to Financial Statements

Exhibits A, B, C, D, E, G and H

Summary of Activity

REPORT OF INDEPENDENT ACCOUNTANTS ON UNAUDITED INTERIM FINANCIAL STATEMENTS

To the Board of Directors and Shareholders of

MetroGas S.A.

We have reviewed the interim balance sheets of MetroGas S.A. as of June 30, 2000 and 1999, and the related interim statements of income, of changes in shareholders’ equity and of cash flows for the six-month periods ended June 30, 2000 and 1999, expressed in thousands of Argentine pesos. These interim financial statements are the responsibility of the Company’s Management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in Argentina.

Accounting principles generally accepted in Argentina vary in certain important respects from accounting principles generally accepted in the United States. The application of the latter would have affected the determination of net income expressed in thousands of Argentine pesos for each of the six-month periods ended June 30, 2000 and 1999, and the determination of shareholder’s equity also expressed in thousands of Argentine pesos at June 30, 2000 and 1999 to extent summarized in Note 16 to the financial statements.

Buenos Aires, Argentina

August 8, 2000

PRICE WATERHOUSE & CO. by (Partner)
Miguel A. Urus

Free translation from the original prepared in Spanish for publication in Argentina

METROGAS S.A.

Legal address: Gregorio Araoz de Lamadrid 1360 - Buenos Aires

FINANCIAL STATEMENTS AS OF JUNE 30, 2000 AND 1999

Fiscal years Nº 9 and 8 commenced January 1, 2000 and 1999

Principal activity: Provision of natural gas distribution services

Date of registration with the Public Registry of Commerce: December 1, 1992

Duration of Company: Until December 1, 2091

By-laws amendments:

Approved by Shareholders' Extraordinary Meeting held on February 3, 1993

Approved by Shareholders' Ordinary and Extraordinary Meeting held on April 18, 1994

Approved by Shareholders' Extraordinary Meeting held on June 29, 1994

Approved by Shareholders' Ordinary and Extraordinary Meeting held on April 19, 1995

Approved by Shareholders' Extraordinary Meeting held on February 7, 1996

Parent company: Gas Argentino S.A.

Legal address: Gregorio Araoz de Lamadrid 1360 - Buenos Aires

Principal activity: Investment

Percentage of votes held by the parent company: 70%

Composition and changes in capital stock as of June 30, 2000

Composition

Classes of shares Subscribed, registered and paid-in
Outstanding: Thousands of $
Ordinary certified shares of $ 1 par value and 1 vote each:
Class A 290,277
Class B 221,977
Class C 56,917
Capital stock as of June 30, 2000 569,171

Free translation from the original prepared in Spanish for publication in Argentina

METROGAS S.A.

FINANCIAL STATEMENTS AS OF JUNE 30, 2000 AND 1999

Changes in Capital Stock

Subscribed, registered and paid-in
Thousands of $
Capital as per charter of November 24, 1992 registered with the Public Registry of Commerce on December 1, 1992 under No. 11,670, Corporations Book 112, Volume A 12
Capital increase approved by the Shareholders' Meeting held on December 28, 1992 and registered with the Public Registry of Commerce on April 19, 1993 under No. 3030, Corporations Book 112, Volume A 388,212
Capital increase approved by the Shareholders' Meeting held on June 29, 1994 and registered with the Public Registry of Commerce on September 20, 1994 under No. 9566, Corporations Book 115, Volume A 124,306
Capitalization of the capital adjustment approved by the Shareholders’ Meeting held on March 12, 1997 and registered with the Public Registry of Commerce on June 17, 1997 under No. 6,244, Corporations Book 121, Volume A 56,641
Capital stock as of June 30, 2000 569,171
Alberto Alfredo Alvarez
President

Free translation from the original prepared in Spanish for publication in Argentina

METROGAS S.A.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999

NOTE 1 - THE COMPANY’S BUSINESS

MetroGAS S.A. (the "Company" or "MetroGAS"), a local gas distribution company, was incorporated on November 24, 1992 and began operations on December 29, 1992, when the privatization of Gas del Estado S.E. ("GdE") (an Argentine Government-owned enterprise) was completed.

The Argentine Government, by Executive Decree No. 2,459/92 dated December 21, 1992, granted MetroGAS an exclusive license to provide the public service of natural gas distribution in the area of the Federal Capital and southern and eastern Greater Buenos Aires, by operating the assets allocated to the Company by GdE for a period of 35 years from the Takeover Date (December 28, 1992), plus an optional renewal period of 10 years under certain conditions.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

The financial statements have been prepared in accordance with generally accepted accounting principles in Argentina ("Argentine GAAP") and in accordance with the requirements of the Comisión Nacional de Valores ("CNV"). Additionally, since the Company is listed on the New York Stock Exchange ("NYSE"), certain additional disclosures have been included in these financial statements in order to conform more closely to the requirements of the Securities and Exchange Commission of the United States of America ("SEC") and the generally accepted accounting principles in the United States of America ("US GAAP"). These financial statements do not include all the additional disclosure requirements established by those regulations.

2.1. Recognition of the effects of inflation

The financial statements have been prepared in constant Argentine pesos reflecting the overall effects of inflation through August 31, 1995. In accordance with the General Resolution No. 272 of the CNV which instruments Decree No. 316/95 of the National Executive Branch, restatement of financial statements has been discontinued as from September 1, 1995. Moreover, Resolution No. 140/96 of the Argentine Federation of Professional Councils of Economic Science ("FACPCE") dated March 29, 1996 stipulates that adjustment for inflation of financial statements would be applicable only if the annual variation in the General Level Wholesale Price Index ("GLWPI") exceeds 8%. The variation in this index pro-rated for the six-month periods ended June 30, 2000 and 1999 did not exceed 8%, so the financial statements as of June 30, 2000 and 1999 recognized the effects of inflation only through August 31, 1995.

2.2. Valuation criteria

The principal valuation criteria used in the preparation of the financial statements are as follows:

a) Cash, investments, trade and other receivables and liabilities

Amounts in Argentine pesos without principal adjustment clauses have been valued at nominal value, which include accrued interest through the end of each period, if applicable.

Amounts in foreign currencies have been valued at nominal value converted at appropriate period-end exchange rates including accrued interest, if applicable.

Mutual funds have been valued at the listed prices of the units at the end of the period; those funds correspond to investments at a fixed rate.

Trade receivables include accrued but unbilled services as of the end of each period and the amounts resulting from the deferral of the collection of the tariff adjustements related to the changes in the US Producer Price Index (“PPI”) (see Note 7.4). Trade receivables are stated net of the allowance for doubtful accounts, which is based on the Company's estimates of collections.

b) Inventories

Pipeline gas inventories have been valued at their respective replacement costs. Warehouse material has been valued at weighted average price since July 1998 as a result of the change of accounting system. Those values do not differ significantly from replacement costs in force during 1999 and 2000.

Gas inventories delivered for processing to the General Cerri Plant owned by Transportadora de Gas del Sur S.A. (“TGS”) have been valued at replacement cost.

c) Fixed assets

For fixed assets received at the time of the granting of the License, their original value has been based on the global transfer value defined in the Transfer Agreement, which was the equivalent of the shareholders' contributions and the liabilities transferred.

Based on the special work performed by independent experts, the global original value mentioned above has been assigned to the transferred assets based on their respective fair value. The remaining useful life has been determined based on the years of service estimated by the Company according to the type, current condition and renewal and maintenance programs of the assets.

Assets acquired or constructed after the granting of the License have been valued at their acquisition cost or construction cost restated on constant Argentine pesos as of August 31, 1995, except for distribution networks constructed by third parties (several associations and cooperative organizations). As established by ENARGAS Resolutions Nos. 355, 422, 587 and 1,356, these distribution networks are valued at the amounts equivalent to specific gas cubic meters, as detailed in Note 14.4.

Fixed assets are depreciated under the straight-line method, using annual rates sufficient to extinguish asset values by the end of their estimated useful lives.

The Company capitalized the net cost of external financing of construction work in "Fixed assets" until such construction is ready to be put into service. As mentioned in Note 8, the capitalized interest during the six-month periods ended June 30, 2000 and 1999 amounted to $1,463 thousand and $1,721 thousand, respectively.

The Company capitalized during the six-month periods ended June 30, 2000 and 1999 $1,462 thousand and $1,963 thousand, respectively, corresponding to the portion of operating costs attributable to the planning, execution and control of investments in fixed assets.

Aggregate fixed assets value does not exceed recoverable value.

d) Intangible assets

Intangible assets represent charges resulting from the voluntary retirement plan implemented by the Company, the costs corresponding to the issuance of debt pursuant to the Medium-Term Note Program and certain projects related to future income generation. Amortization was estimated over a five-year term, except for the costs related to the issuance of debt, which is established in accordance with the debt maturity, ending December 2000 in the case of voluntary retirements.

e) Severance indemnities

Severance indemnities are expensed when paid.

f) Income tax

Income tax is booked on the basis of the estimated tax liability for each fiscal year. The income tax rate applied to the six-month periods ended June 30, 2000 and 1999 is 35% of net taxable income, calculated pursuant to the procedures set forth by applicable tax provisions.

g) Shareholders' equity accounts

These accounts have been restated on a constant Argentine peso basis as mentioned in Note 2.1.

h) Recognition of revenues

The Company recognizes revenues on an accrual basis upon delivery to customers, which includes estimated amounts of gas delivered but not yet billed at the end of each year. The amounts effectively delivered have been determined based upon the volumes of gas purchased and other historical data.

2.3. Earnings and dividends per share

Earnings and dividends per share were calculated on the basis of weighted average shares outstanding at June 30, 2000 and 1999, which amounted to 569,171,208.

2.4. Financial instruments with off-balance sheet risk

The Company has not used financial instruments to manage its exposure to fluctuations in foreign currency exchange or interest rates and, accordingly, has not entered into transactions that create off-balance sheet risks associated with such financial instruments.

NOTE 3 - ANALYSIS OF THE MAIN ACCOUNTS OF THE FINANCIAL STATEMENTS

Details regarding the significant amounts included in the accompanying financial statements are as follows:

NOTE 4 - BREAKDOWN OF DUE DATES OF INVESTMENTS, RECEIVABLES AND PAYABLES

The due dates of investments, receivables and payables break down as follows:

Investments as of June 30, 2000 and 1999 comprise saving account deposits, accruing interest at an average rate of 2.7% and 3% per annum, respectively. Furthermore, as of June 30, 1999 investments in mutual funds were made at an average interest rate of aproximately 6.8% per annum. Pursuant to the terms of the License, in the case of invoices for services not paid on their due date, the Company will be entitled to collect interest on late payment at a rate equivalent to 150% of the 30-day interest rate in local currency, collected by the Banco de la Nación Argentina, as from the due date through the date of payment. As there are overdue receivables, following a prudent criterion the Company recognizes these revenues at the time of efective collections.

The credit corresponding to changes in turnover tax in the Province of Buenos Aires accrues interest at an annual 9.5% rate. Payables do not accrue interest, except for the Financial Debts, which are set forth in Note 8.

NOTE 5 - TRANSACTIONS AND BALANCES WITH AFFILIATE COMPANIES

Gas Argentino S.A. (“Gas Argentino”), as owner of 70% of the Company's capital stock, is the controlling shareholder of MetroGAS. MetroGAS carries out certain transactions with the shareholders of Gas Argentino: British Gas International B.V. (a wholly owned subsidiary of BG Group plc.) (“British Gas”) (54.67%), Astra Compañía Argentina de Petróleo S.A. (“Astra”) (26.67%), Argentina Private Development Company Ltd (“A.P.D.C.”) (subsidiary of Astra) (18.66%), or with their affiliates.

The financial statements include the revenues and expenses derived from the following transactions with affiliate parties:

  • Direct or indirect gas supply contracts with Astra.
  • Management fees paid pursuant to the Technical Assistance Agreement with British Gas.
  • Fees under the Manpower Supply Agreement with British Gas.

Significant transactions with affiliate parties are as follows:

June 30,
2000 1999
Thousands of $
Gas purchases 1,969 627
Technical operator's fees 3,452 2,568
Manpower supply 650 608

The outstanding balances as of June 30, 2000 and 1999 from transactions with affiliate companies are as follows:

June 30,
2000 1999
Thousands of $
Current Assets
a) Other receivables
British Gas 36 38
36 38
Current Liabilities
b) Affiliate companies
British Gas 2,697 2,281
Astra 362 467
3,059 2,748

NOTE 6 - RESTRICTED ASSETS

A substantial portion of the assets transferred by GdE has been defined as "Essential Assets" for the performance of licensed service. Therefore, the Company is obliged to segregate and maintain them together with any future improvements in accordance with certain standards defined in the License.

The Company may not, for any reason, dispose of, encumber, lease, sublease or loan Essential Assets for purposes other than providing licensed service, without prior authorization from the Ente Nacional Regulador del Gas ("ENARGAS"). Any extensions and improvements that the Company may make to the gas distribution system after the Takeover Date may only be encumbered to secure credits maturing after a period of one year, used to finance new extensions of and improvements to licensed service.

As a general rule, upon expiration of the License, the Company will be obliged to transfer to the Argentine Government, or its designee, the Essential Assets listed in the updated inventory as of the expiration date, free of any debt, encumbrance or attachment.

Upon expiration of the License, the Company will be entitled to collect the lesser of the following two amounts:

a) The net book value of the Company's property, plant and equipment determined on the basis of the price paid by Gas Argentino, and the original cost of subsequent investments carried in US Dollars and adjusted by the PPI, net of the accumulated depreciation.

b) The proceeds of a new competitive bidding, net of costs and taxes paid by the successful bidder. (See Note 7.1.)

NOTE 7 - REGULATORY FRAMEWORK

The natural gas distribution system is regulated by Law No. 24,076 (the "Gas Act"), which, together with Executive Decree No. 1,738/92, other regulatory decrees, the Pliego, the Transfer Agreement and the License establish the legal framework for the Company's business.

The License, the Transfer Agreement and regulations promulgated pursuant to the Gas Act contain requirements regarding quality of service, capital expenditures, restrictions on transfer and encumbrance of assets, restrictions on cross ownership among production, transmission and distribution of gas and restrictions on transfer of capital stock of MetroGAS.

The Gas Act and the License establish ENARGAS as the regulatory entity to administer and enforce the Gas Act and applicable regulations. ENARGAS' jurisdiction extends to transportation, marketing, storage and distribution of natural gas. Its mandate, as stated in the Gas Act, includes the protection of consumers, the fostering of competition in the supply of and demand for gas, and the encouragement of long-term investment in the gas industry.

Tariffs for gas distribution services were established in the License and are regulated by ENARGAS.

The tariff formula is subject to adjustment as from December 31, 1997, and thereafter every five years, according to the criteria that the ENARGAS will establish. The ratemaking methodology contemplated by the Gas Act and the License is the so-called "price cap with periodic review" methodology, a type of incentive regulation which allows regulated companies to retain a portion of the economic benefits arising from efficiency gains.

In addition, the Company’s tariffs are subject to semi-annual adjustments as a result of changes in the PPI and periodic adjustments in the Company’s costs of purchasing and transporting gas.

7.1. Distribution License

Upon expiration of the original 35-year term, MetroGAS may apply to ENARGAS for a renewal of the License for an additional ten-year term. ENARGAS is required at that time to evaluate the Company's performance and make a recommendation to the Argentine Government. MetroGAS would be entitled to such ten-year extension of its License unless ENARGAS can prove that MetroGAS is not in substantial compliance with all its obligations.

At the end of the 35-year or 45-year term, as the case may be, the Gas Act requires that a new competitive bidding be held for the License, in which MetroGAS would have the option, if it had complied with its obligations, to match the best bid offered to the Argentine Government by any third party.

As a general rule, upon termination of the License, MetroGAS will be entitled to receive the lower of the net book value of certain specified assets of MetroGAS or the proceeds, net of costs and taxes, paid by the successful bidder in a new competitive bidding process (see Note 6).

MetroGAS has various obligations under the Gas Act, including the obligation to comply with all reasonable requests for service within its license area. A request for service is not considered reasonable if it would be uneconomic for a distribution company to undertake the requested extension of service. MetroGAS also has the obligation to operate and maintain its facilities in a safe manner, which obligation may require certain investments for the replacement or improvement of facilities as set forth in the License.

The License details further obligations of MetroGAS, which include the obligation to provide distribution service, to maintain continuous service, to operate in a prudent manner, to maintain the distribution network, to carry out the Mandatory Investment program, to keep certain records and to provide periodic reports to ENARGAS.

7.2. Mandatory Investments

On December 28, 1999, ENARGAS issued Note 5,601, which approved the Mandatory Investments for 1997. These Mandatory Investments were set forth in the Basic Licence Rules only for the period 1993-1997.

7.3. “K” Investment Factor

Under the tariffs tables effective as from July 1, 1998 to January 1, 2000, ENARGAS reported the Company’s compliance, in 1998 and 1999, with works related to network extension and granted the Company the “K” Investment Factor. However, the Company has requested to the ENARGAS, to reconsider the procedure regarding the K factor application. This happened as a result of not applying the “K” factor to homogeneous distribution margins as stated when originally determined.

7.4. US PPI semi-annual adjustment

ENARGAS through Resolution No. 1477 adjusted MetroGAS' tariffs as of January 1, 2000, without including the tariffs variation pursuant to the PPI, which would have resulted in a 3.78% increase in the transportation and distribution components of the tariffs as of that date. This was due to the fact that in negotiations with ENARGAS and the Argentine Government, the Distribution and Transportation Companies agreed to defer the collection of the amounts related to the PPI adjustment corresponding to the first six months of the year. Moreover, ENARGAS established, through the same resolution, the methodology to recover the acrrued revenues corresponding to the appliation of the PPI during the first half of 2000, as from July 1, 2000 and through a ten-month period.

On July 17, 2000, the Distribution and Transportation Companies, ENARGAS and the Argentine Government confirmed through an agreement the pass through to the tariffs as from July 1, 2000 of the PPI adjustment metioned above. Additionally, they agreed to defer the collection of the amounts related to the PPI adjustments corresponding to the period as from July 1, 2000 through June 30, 2002. Consequently, a “PPI StabilizationFund” was established, which is a credit against third parties guaranteed by the Executive National Government, and therefore the corresponding acrrued revenues, will be recovered through the tariffs as from July 1, 2002 to June 30, 2004, according to the methodology estabished in such agreement.

7.5. General Matters

Additionally, the License could be revoked by the Argentine Government upon the recommendation of ENARGAS in the following circumstances:

  • Serious and repeated failure by the Company to meet its obligations.
  • Total or partial interruption of noninterruptible service for reasons attributable to

the Company of a duration in excess of the periods stipulated in the License within

a calendar year.

  • Sale, assignment or transfer of the Company's essential assets or encumbrances

thereon without ENARGAS' prior authorization, unless such encumbrances

serve to finance extensions and improvements to the gas pipeline system.

  • Bankruptcy, dissolution or liquidation of the Company.
  • Ceasing and abandoning the provision of the licensed service, attempting to assign

or unilaterally transfer the License in full or in part (without ENARGAS' prior

authorization) or giving up the License, other than as permitted therein.

  • Transfer of the technical assistance agreement mentioned above, or delegation of

the functions granted in that agreement without ENARGAS' prior authorization.

With regard to restrictions, the License stipulates that the Company may not assume the debts of Gas Argentino or grant loans, encumber assets to secure debt or grant any other benefit to creditors of Gas Argentino.

NOTE 8 - FINANCIAL DEBT

The following table sets forth a breakdown of the Company's Financial Debt as of June 30, 2000 and 1999, indicating the average interest rates and maturity date for each credit line:

June 30,
2000 1999
Financial Debt Interest Rate Maturity Interest Rate Maturity
Medium-Term Negotiable Bonds - 1998 Global Program: Series A 9 7/8 % 04/01/2003 - -
Medium-Term Negotiable Bonds - 1994 Global Program: Series A Series B Series C 12% 10 7/8% - 08/15/2000 05/15/2001 - 12% 10 7/8% Libor+2.125% 08/15/2000 05/15/2001 12/02/2000
Short-Term Negotiable Bonds - 1994 Global Program: Series F (*) - - - 3/29/2000
Secured Overdrafts 7.35%-8.10% 07/03/2000- 07/07/2000 8.37%-9.37% 07/02/1999- 10/18/1999

(*) Yield to maturity for investors is 8.75%

Details regarding the amount of the nominal interest and the effect of the capitalized interest are as follows, for the six-month periods ended June 30, 2000 and 1999:

June 30,
2000 1999
Thousands of $
- Nominal financial cost 18,014 18,577
- Net financial results of other debts 9 21
Total interest 18,023 18,598
- Capitalized interest (Note 2.2.c)) (1,463) (1,721)
Total interest recorded as results 16,560 16,877

8.1. Short and Medium-Term Negotiable Bonds

1994 Global Program:

The Shareholders' Ordinary and Extraordinary Meeting held on April 1994 approved the creation of a Global Program for issuing simple non-convertible Short and Medium-Term Negotiable Corporate Bonds, for an amount of up to US$350 million (or the equivalent in other currencies or currencies combination) over a five-year term as from the date of authorization of the program by the CNV.

On March 23, 1995, the CNV, pursuant to Resolution No. 10,877, admitted to public offering the mentioned Global Program of Issuance of Negotiable Corporate Bonds of MetroGAS.

On August 15, 1995 the Company issued the Series A of the Short and Medium-Term Negotiable Corporate Bonds for a total of US$120 million, at an annual interest rate of 12% payable every six months and total amortization at five year maturity as of the date of issuance. On November 6, 1995, the Series A Notes were registered with the SEC and authorized for listing on the Bolsa de Comercio de Buenos Aires ("BCBA") on December 28, 1995. On September 1998 and April 2000, MetroGAS repurchased Negotiable Corporate Bonds, Series A, for US$3 million and US$12.69 million par value, respectively.

On May 8, 1996, MetroGAS placed and issued US$100 million Series B Notes, maturing in 2001, for a price equivalent to 99.786% of the face value, which shall earn interest at the rate of 10 7/8% per annum, payable semiannually. The Series B Notes were registered with the SEC on May 8, 1996 and authorized for listing on the BCBA on May 29, 1996. On October 22, 1997 and September 16, 1998, MetroGAS repurchased Negotiable Corporate Bonds, Series B, for US$13.196 million and US$2 million par value, respectively.

On December 2, 1996, MetroGAS placed and issued US$62.5 million Series C Notes. The Series C Notes mature in December 2000 and bear interest from the date of issuance at a floating rate of LIBO plus 1.375%, 1.875%, 2.125% and 2.375%, for the first, second, third and fourth year, respectively. The Series C Notes, that were authorized to trade on the Luxembourg Stock Exchange, were totally canceled on June 2, 2000 with the funds obtained from secured overdrafts.

On March 29, 1999, the Company placed and issued an amount of US$70 million of its Series F Notes under the abovementioned Global Program with zero coupon at a price equivalent to 91.8514% of face value. This Series matured in March 2000.

The offering of the Series A, B, C, D, E and F was made in full compliance with the Fund Allocation Plan. The funds obtained were allocated to the refinancing of short-term indebtedness.

1998 Global Program:

The Shareholders' Ordinary and Extraordinary Meeting held on December 22, 1998 approved the creation of a Global Program for issuing simple non-convertible Short and Medium-Term Negotiable Corporate Bonds, for an amount of up to US$600 million (or the equivalent in other currencies or currencies combination) over a five-year term as from the date of authorization of the Program by the CNV.

On August 19, 1999, the CNV, pursuant to Resolution No. 12,923, admitted to public offering the mentioned Global Program of Issuance of Negotiable Corporate Bonds of MetroGAS.

On March 27, 2000, MetroGAS has placed and issued US$100 million Series A Notes, maturing in 2003, for a price equivalent to 99.677% of the face value, which shall earn interest at the rate of 9.875% per annum, payable semiannually. The Series A Notes were authorized for listing on the BCBA on March 24, 2000 and on Luxembourg Stock Exchange on April 3, 2000.

The offering of the Series A was made in full compliance with the Fund Allocation Plan. The funds obtained were allocated to the refinancing of short-term indebtedness.

8.2. Non-current financial debt

Maturities of principal amounts of non-current financial debt as of June 30, 2000 are as follows:

2003
Thousands of $
Medium-Term Negotiable Bonds 100,000
100,000

NOTE 9 - CAPITAL STOCK

As of June 30, 2000, the Company's capital stock amounted to $569,171 thousand, all of which is fully subscribed, paid-in and registered.

The latest capital increase to $569,171 thousand was approved by the Shareholders’ Extraordinary Meeting held on March 12, 1997. This increase was authorized by the CNV on April 8, 1997 and by the BCBA on April 10, 1997 and was registered with the Public Registry of Commerce on June 17, 1997 under No. 6,244, Corporations Book 121, Volume A.

Gas Argentino, the holding company, owns 70% of the total Company's capital stock, the 20% originally held by the Government was subject to an Initial Public Offering as specified below, and 10% is hold by the Employee Stock Ownership Plan (Programa de Propiedad Participada or "PPP")(See Note 12).

In accordance with the Transfer Agreement, in 1994 the Argentine Government offered to sell, through an initial public offering, its 20% holding in the Company's capital stock, represented by 102,506,059 Class B shares, which were transferred to private entities.

On November 2, 1994, the CNV, pursuant to Resolution No. 10,706, admitted to public offering all the Company's outstanding shares at such date. The ADSs issued in the United States were registered with the SEC. The Class B shares and the ADSs were approved for listing on the BCBA and the NYSE, respectively.

The Company is required to keep in effect the authorization to offer the Company's capital stock to the public and the authorization for the shares to be listed on the Argentine Republic's authorized securities markets for a minimum period of 15 years as of the respective dates on which such authorizations are granted.

Once this first five years after the Take Over Date have elapsed, any decrease, redemption or distribution of the Company’s shareholders’ equity will require prior authorization by ENARGAS.

The Shareholders Meeting held on April 24, 2000, ratified the interim cash dividend of $28,459 thousand, equivalent to $0.05 per share and 5% of capital stock, which was placed at the disposal of shareholders as from November 24, 1999. In addition, it was proposed the setting up of a Reserve for future dividends amounting to $11,510 thousand.

On May 18, 2000 the Company's Board of Directors resolved to allocate the Reserve for future dividends set up on April 24, 2000 to the distribution of cash dividends amounting to $ 11,383 thousand ($ 0.02 per share, equivalent to 2% of the capital stock) placed at the disposal of shareholders as from May 31, 2000.

NOTE 10 - RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

In accordance with the Argentine Corporations Law and the Company's by-laws, 5% of the Company's net income for the year must be transferred to the Company's Legal Reserve, until it reaches 20% of the subscribed capital including the adjustments to capital stock.

The Company's by-laws provide for issuing a Profit Sharing Bonus, equivalent to 0.5% of the Company's net income, to be paid annually to all the Company's employees (see Note 12). The amount corresponding to this caption, calculated on the basis of income for the year, has been deducted as an expense in the Income Statements for the six-month periods ended June 30, 2000 and 1999.

NOTE 11 - LIMITATION ON THE TRANSFERABILITY OF GAS ARGENTINO

SHARES

The Pliego stipulates that Gas Argentino can sell part of its participation in the Company under the condition that it must maintain 51% of MetroGAS' equity.

In addition, the Company's by-laws provide that ENARGAS' approval must be obtained prior to transfer of the Class A shares (representing 51% of capital stock). The Pliego states that such prior approval will be granted three years after the Takeover Date provided that:

  • The sale covers 51% of capital stock or, if the proposed transaction is not a sale,

the act of reducing the shareholding will result in the acquisition of

a shareholding of not less than 51% by another investing company,

  • The applicant provides evidence that the transaction will not affect the

operating quality of the licensed service, and

  • The existing technical operator, or a new technical operator approved

by ENARGAS, retains at least 15% of the new investor company's shares

and the technical assistance contract remains in force.

Shareholders of Gas Argentino are subject to the same restrictions as those set forth in the preceding paragraph.

NOTE 12 - EMPLOYEE STOCK OWNERSHIP PLAN

Executive Decree No. 1,189/92 of the Argentine Government, which provided for the creation of the Company, established that 10% of the capital stock represented by Class C shares was to be included in the PPP, as required under Chapter III of Law No. 23,696, the instrumentation of which was approved on February 16, 1994 by means of Decree No. 265/94 of the National Executive. The Class C shares are held by a trustee for the benefit of GdE employees transferred to MetroGAS who remained employed by MetroGAS on July 31, 1993 and who elected to participate in the PPP.

In addition, the Company's by-laws provide for the issuance of profit sharing bonuses as defined in Article 230 of Law No. 19,550, in favor of all regular employees so as to distribute 0.5% of the net income of each year among the beneficiaries of this program. The accrued amounts have been expensed on the Income Statement of each year (See Note 10).

Participants in the PPP purchased their shares from the Argentine Government for $1.10 per share, by either paying cash for them or by applying dividends on such shares and 50% of their profit sharing voucher to the purchase price. The trustee will retain custody of the Class C shares until they are fully paid.

Once the Class C shares are fully paid, they may be converted at the request of the holders thereof into freely disposable Class B shares. This decision is to be taken by the Class C shareholders, acting as a single class. While the PPP is in effect, neither the by-laws of the Company nor the proportions of the various shareholdings may be changed until the requirements set forth in the PPP are fully complied with.

NOTE 13 - LONG-TERM CONTRACTS

In order to satisfy gas demand, MetroGAS entered into long-term contracts to assure reasonable amounts of gas supply and gas transportation services. In order to efficiently provide the license service, MetroGAS entered into a long-term contract for the administration of the business at international standards through the Technical Assistance Agreement.

13.1. Gas supply

Under different long-term contracts with YPF, Perez Companc, Total Austral/Pan American Energy/Wintershall Energía joint venture and other producers of Tierra del Fuego, Neuquén and Santa Cruz Provinces, the Company is entitled to purchase a major portion of its natural gas needs as follows:

Volumes - Daily averages for the years

2000 2001 2002 2003 2004
MMCM/d (1) 18.6 15.2 14.0 13.5 7.2
MMCF/d (2) 655.0 535.5 494.1 474.8 252.9

According to the long-term contract provisions, the natural gas volumes and amounts that MetroGAS is obligated to pay for regardless of whether or not they are taken ("take-or-pay amounts") are as follows:

Volumes - Daily averages for the years

2000 2001 2002 2003 2004
MMCM/d (1) 13.6 12.0 11.1 10.6 5.5
MMCF/d (2) 478.9 424.8 390.5 373.2 193.7
Amount committed/year (3) 239.1 206.7 189.8 183.4 101.3

(1) Millions of cubic meters per day

(2) Millions of cubic feet per day

(3) Millions of dollars

The gas supply contracts also entitle MetroGAS to certain reductions of its take-or-pay amounts in the event that demand from power plants in the Company's service area falls below certain volumes of gas per day or in the event of any direct purchase of gas from a supplier or intermediaries and of transportation services for the purchased gas (avoiding MetroGAS network). It is not very likely that the Company will incur in any significant take-or-pay liability for volumes of gas not taken as of June 30, 2000.

13.2. Gas transportation

MetroGAS has entered into a number of transportation contracts, with expiration dates ranging between 2004 and 2014, with TGS, Transportadora de Gas del Norte S.A. and other companies, which provide for firm transportation capacity of 21.7 MMCM (765.6 MMCF) per day, considering the transportation capacity contracted as of June 30, 2000.

The Company is obligated to pay approximately $378,490 thousand for the entire period between 2000 and 2001, $560,890 thousand for the entire period between 2002 and 2004 and $1,489,400 thousand for the entire period between 2005 and 2014, for firm transportation capacity under such contracts.

13.3. Gas delivery commitments

In order to compete with fuel oil as an energy source for power plants and to prevent the bypass of its distribution system by major customers, MetroGAS has agreements in place with certain dual-fuel power plants whereby it commits to deliver during the winter months minimum volumes of gas on an interruptible basis. If minimum volumes are not met, MetroGAS is required to refund a portion of any excess of fuel oil price over gas prices on undelivered volumes.

13.4. Technical assistance agreement

Under this agreement, British Gas provides technical assistance to the Company for the payment of an annual technical assistance fee equal to the greater of US$3,000 thousand or 7% of the amount obtained after substracting US$3,000 thousand from pre-tax income before financing results. This contract is for a term of eight years as from Takeover Date and is renewable with the consent of both parties. The expenses resulting from this contract, the technical operator's fees, are disclosed in Note 5.

NOTE 14 - FISCAL AND LEGAL MATTERS

14.1. Income Tax to be Recovered

The Dirección General Impositiva ("DGI") (General Tax Board) challenged the method followed by the Company for the calculation of the tax depreciation expense deducted in the 1992 tax return involving an income tax amount of approximately $5,000 thousand. For the purpose of avoiding the high interest that the Company would have to pay in the event that the position maintained by the tax authorities prevailed, MetroGAS voluntarily paid in August 1994, under protest, the amount assessed plus accrued interest.

On December 28, 1994, the Company initiated administrative proceedings with the DGI to obtain the full refund of the amount paid plus interest accrued as of that date at the rate of 6% per annum. On December 27, 1995, the DGI notified the Company that its Administrative Appeal had been denied. This denial of repayment was appealed by the Company before the Tribunal Fiscal de la Nación (National Tax Court) on December 28, 1995. On August 21, 1996, said Court issued a decision rejecting the Administrative Appeal. On October 22, 1996, MetroGAS filed an appeal against this ruling in the National Chamber of Appeals for Federal Administrative Disputes, which is in process.

There are legal arguments in favor of the Company that have not been affected by the National Tax Court’s decision, which does not represent a final conclusion on the Company's rights to obtain the reimbursement of the amounts paid.

Pursuant to a decision of the National Securities Commision, the Company was required to incorporate into its financial statements as of December 31, 1996 an accounting allowance for the total amount of the credit recorded for that item. The outstanding balance of such allowance as of June 30, 2000 and 1999 is included in Other receivables and amounted to $5,778 thousand.

14.2. Transfer to tariff - Turnover Tax

On November 17, 1997, the ENARGAS issued Resolution No. 544/97 authorizing the passing through to tariff of the variation in the taxable base for the Turnover Tax within the jurisdiction of the Province of Buenos Aires from January 1993 to December 31, 1997, for an amount of thousand of $16,824. In addition the resolution established a term for the recovery of the abovementioned amounts of 96 months.

In view of the term for recovery established by ENARGAS for the amount accumulated at December 31, 1997, the Regulator laid down in Note No.108 dated January 12, 1998 that such amounts accrue interest at an annualized percentage rate of 9.5% on balances pending recovery at the end of each fiscal year of the Company.

Consequently, as of June 30, 2000 and 1999 the financial statements of the Company included a current receivable of $2,551 thousand and $2,392 thousand and a non-current receivable of $10,839 thousand and $12,745 thousand, respectively. Interest accrued at June 30, 2000 and 1999 amounts to $615 thousand and $692 thousand and has been recognized as financial and holding results in the income statements for these periods.

On March 20, 1998, the Company requested ENARGAS to transfer to tariff the cost variations derived from the increase in turnover tax in the jurisdiction of the Federal Capital. At the date of issue of these financial statements, the claim made by MetroGAS was pending resolution by ENARGAS.

14.3. Pass-through of the cost of purchasing gas

The Regulatory Framework establishes that the distributor’s tariff will be adjusted semiannually to reflect changes in the cost of purchasing gas. The object of this adjustment is to ensure that the distributors recovers no more and no less than its actual cost of purchasing gas. The cost of purchasing gas was recorded by the Company as Gas Supply within its Operating Costs. However, ENARGAS failed to approve the pass-through of increases in the cost of gas. As a result, MetroGAS was unable to recover approximately $20,331 thousand of its gas purchase costs in 1995, 1996, 1997, 1998, 1999 and 2000. The impossibility of recovering the gas cost during those years gave rise to the filing of administrative recourses amounting to $14,036 thousand.

In addition, as a result of the abovementioned limitation, on November 25, 1996, September 8 and December 30, 1997 the Company brought several legal actions at the National Chamber of Appeals on Federal Contentious Administrative matters which are currently in progress. These claims amount to approximately $6,295 thousand.

14.4. Distribution network extensions constructed by third parties

Pursuant to ENARGAS Resolution No. 283 issued in March 1996, the distribution network extensions that had been partially or completely financed by third parties and incorporated to the Company’s equity from the Takeover Date must be paid off by the Company according to the resolutions mentioned below.

In August 1996 ENARGAS issued Resolution No. 355 whereby it established the amounts to be recognized to third party users financing in full the undertakings transferred to the Company under the terms of Resolution No. 283/96. Those balances amount to the equivalent of 1,550, 1,530 and 1,460 cubic meters corresponding to the undertakings transferred to the Company in 1993, 1994 and 1995, respectively.

In February 1997, ENARGAS issued Resolution No. 422 recognizing the amount of bonuses corresponding to the year 1996, which amount to the equivalent of 1,330 cubic meters.

Resolution No. 587 dated March 1998 established the amount of bonuses payable for the undertakings transferred to the Company in 1997, which amounts to the equivalent of 1,000 cubic meters plus six fixed charges.

On December 9, 1999, ENARGAS issued Resolution No. 1,356, which specifies the amounts of bonuses in consideration of residential distribution networks started and transferred during 1998 and networks which started in 1997 and were transferred for operation to the Company during 1998, amounting to the equivalent of 1,200 cubic metres.

The Company estimates that possible claims from customers that have not received their discounts as a result of works ceded between 1993 and 1997 amount to $1,300 thousand.

14.5. Income tax on gas network extensions constructed by third parties

In July 1999, the Federal Administration of Public Revenue (“AFIP”) notified MetroGAS of an ex-officio ruling challenging income tax returns corresponding to fiscal years 1994 and 1995 and determining tax adjustments amounting to $2,017 thousand and $453 thousand, respectively.

Those adjustments derive from the tax authorities’ decision to attempt to tax the increase in net worth as a result of the incorporation of gas networks assigned by third parties during the abovementioned periods, according to Resolution No. 7/81 issued by the DGI.

The AFIP considers that the transfer of networks does not constitute assignment at no cost since, although no price has been determined, the obligation undertaken by the Company is to provide the service committed in exchange for a fixed price established in the tariff regime.

The resolution of the tax authorities establishes that the increase in net worth generated by the incorporation of the transferred assets is to be considered as taxable income and cannot be treated as tax exempt income as it does not constitute gratuitous enrichment.

MetroGAS filed an appeal with the National Tax Court against the ruling of the AFIP claiming lack of contributory capacity based on the fact that MetroGAS did not record taxable income, either because the net worth increase derived from the incorporation of the networks (free assignment) is tax-free or because the operation corresponds to an acquisition of fixed assets in installments (assignment for a consideration) (see Note 14.4).

14.6. Stamp Tax

On December 15, 1999, the tax authorities of Neuquén notified MetroGAS that it was liable for stamp taxes of $17.2 million with respect to contracts transferred by Gas del Estado to the Company and entered into before the privatization of Gas del Estado.

Regarding this matter, the Ministry of Economy has acknowledged, in a letter dated October 7, 1998, the Argentine Government’s responsibility for stamp taxes accruing prior to December 28, 1992, date of the privatization of Gas del Estado.

On January 26, 2000, the tax authorities of Neuquén informed MetroGAS that it was liable for taxes of $14.5 million with respect to Tacit Acceptance Contracts between several gas companies and MetroGAS executed after the privatization of Gas del Estado.

The Company believes the application of this tax is illegitimate because, according to the instrumental nature of the stamp tax, it applies only to written documents (i) that contain an offer and an express acceptance by the other party in the same document or (ii) that are documented by means of an exchange of letters whereby the acceptance letter contains or restates the main terms of the agreement. MetroGAS operates with the different gas and transportation companies through the exchange of letters with tacit acceptance, which are not taxable.

ENARGAS has notified the Ministry of Economy and MetroGAS that the stamp tax had not been considered for purposes of establishing the initial distribution tariffs and that, if the stamp tax is upheld by the Supreme Court of Justice of Argentina, the stamp tax should be deemed to be a new tax which would be required to be passed through to tariffs. ENARGAS also instructed all distribution and transportation companies to initiate administrative and/or legal actions to contest the claims of the Province of Neuquén in respect of stamp taxes.

MetroGAS filed a declaratory action against the Province of Neuquén with the Supreme Court of Justice of Argentina to determine the validity of the claims made by the Province of Neuquén. Resolution on this matter is still pending.

On June 7, 2000, as a consequence of an agreement reached by the Ministry of Economy, the Provinces and the Companies, all the legal proceedings were suspended until August 31, 2000, for the purpose of studying an agreed alternative solution to the problem.

14.7. Others

At the date of issuance of these financial statements, there are discrepancies between the Company and the regulatory authorities as to the interpretation of various matters. After an in depth study of such discrepancies, the Company considers that the final resolution of these situations will not have any significant impact that has not been taken into consideration in the financial statements as of june 30, 2000.

NOTE 15 - SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING

PRINCIPLES FOLLOWED BY THE COMPANY AND THE UNITED STATES

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

For the purposes of the public stock offering by the Company on overseas stock markets mentioned in Note 9, and as the financial statements as of June 30, 2000 and 1999 only present the balance sheet, results of operations and sources of uses of funds in accordance with Argentine GAAP, which differ in certain respects from those applied in the United States, the Company includes in these financial statements a description of the principal differences with US GAAP.

The effect of the principal differences between Argentine and US GAAP for the six-months periods ended June 30, 2000 and 1999 has been reflected in the accounting information contained in Note 16, and mainly relate to the following:

a) Restatement of Financial Statements for general price-level changes

The financial statements have been prepared in constant units of currency, fully reflecting the effects of inflation up to August 31, 1995. As from that date, in accordance with the CNV Resolution No. 272, pursuant to Executive Decree No. 316/95, as from September 1, 1995, financial statements no longer include restatement for inflation. Moreover, Resolution No. 140/96 of the FACPCE dated March 29, 1996 stipulates that the adjustment for inflation of the financial statements would be applicable only if the annual variation in the GLWPI exceeds 8%. The variation in this index pro-rated for the six-month periods ended June 30, 2000 and 1999 did not exceed 8%, so the financial statements as of June 30, 2000 and 1999 recognized the effects of inflation only through August 31, 1995.

Non-monetary assets and liabilities and capital accounts have been restated to reflect changes in the GLWPI from the date the assets were acquired or transferred and the liabilities were assumed or incurred until August 31, 1995. When full adjustment for inflation was carried out the holding of monetary assets generated losses and the holding of monetary liabilities generated gains. Non-monetary assets and liabilities include fixed assets, intangible assets and certain reserves. Monetary assets and liabilities include cash, receivables, accounts payable and financial liabilities in pesos.

In most circumstances, US GAAP do not allow for the restatement of financial statement for general price-level changes. Under US GAAP, account balances and transactions are stated in the units of currency of the period when the transactions originated. This accounting model is commonly known as the historical cost basis of accounting. Because the economy of Argentina experienced periods of significant inflation before mid-1991, the use of financial statements restated for general price-level changes is consistent with Statement of Accounting Principles Board No. 3, "Financial Statements Restated for General Price-Level Changes". The US GAAP reconciliation does not, therefore, include the effect of the general price-level restatement.

b) Income taxes

Under Argentine GAAP, income tax expense is generally recognized based upon the estimate of the current income tax liability to the Federal Treasury. When income and expense recognition for financial statement purposes does not accrue in the same period as income and expense recognition for tax purposes, the resulting temporary differences are not considered in the computation of income tax expense for the period.

Under US GAAP, the liability method is used to calculate the income tax provision. Under the liability method, deferred tax assets or liabilities are recognized for differences between the financial and tax basis of assets and liabilities at each period-end.

c) Intangible assets

Under Argentine GAAP, organization and pre-operating expenses (including costs associated with the voluntary severance program) incurred in the start-up of a privatized company, as well as certain costs corresponding to the Program for the issuance of Medium-Term Debt and certain projects relating to future income generation may be deferred and amortized over the resulting year of benefit. Under US GAAP, such costs must be charged to operations.

d) Vacation accrual

Under Argentine GAAP, there are no specific requirements governing the recognition of the accrual for vacations. The accepted practice in Argentina is to expense vacation when taken and to accrue only the amount of vacation in excess of normal remuneration. Under US GAAP, vacation expense is fully accrued in the year the employee renders service to earn such vacation.

e) Accounting for stock transferred by the Argentine Government to employees of the Company

Argentine GAAP does not contain rules governing the accounting to be followed by employers when a principal shareholder transfers shares to a company's employees. The accounting for such transactions under US GAAP is governed by the "Statement of the Accounting Principles Board No. 25" and "Accounting Interpretation Bulletin No. 1" to APB 25.

As discussed in Note 12, the 10% of the capital stock represented by Class C common shares was designated by the Argentine Government for use in the PPP, as required by Law Nº 23,696. The Argentine Government agreed to establish the PPP for the benefit of the former employees of GdE transferred to the Company who remained employees of the Company as of July 31, 1993. The purchase price of the Class C shares under the PPP to be paid by eligible employees was announced by the Argentine Government in February 1994. Under the terms of the PPP, the eligible employees acquired the Class C common shares held by the Argentine Government for an amount of $1.10 per share.

Participants in the PPP may purchase their shares by either paying cash for them or by applying dividends on such shares and 50% of their profit sharing bonus to the purchase price.

APB 25 requires the recognition of compensation expense representing the difference between the purchase price paid by the employees and the fair value of the shares at the date the number of shares and purchase price per share are known.

Fair value has been estimated based on the total price paid by Gas Argentino in December 1992 ($1.00 per share) for the capital stock of MetroGAS, which is less than the purchase price to be paid by the employees. As a result, no compensation expense has been recognized in the US GAAP reconciliation related to this plan.

f) Valuation of inventories

As described in Note 2.2.b), the Company valued its inventories at replacement cost for natural gas in the distribution system and gas for liquids processing and weighted average price for materials. Under US GAAP Accounting Research Bulletin No. 43 (ARB 43), inventories are to be valued at the lower of cost or realizable value. The effect of this difference is included in the US GAAP reconciliation of net income and shareholders' equity shown in Note 16, where inventories and material were valued at cost using a weighted average basis.

g) Valuation of fixed assets

As indicated in Note 6, GdE transferred assets of the metropolitan distribution service area to the Company.

The transfer value of these assets was determined based on the price effectively paid for the majority shareholding (70% of the capital stock). This price also served as the basis for determination of the value of the remaining 30% of capital stock. The total capital stock was added to the amount of initial debts assumed under the Transfer Agreement to determine the global value of property, plant and equipment. The transfer price of these assets was approved by Resolution No. 1,409/92 of The Ministry of Economy and Public Works and Utilities.

Under US GAAP, property, plant and equipment would be recorded at historical cost. In the case of the Company, this cost would be the inflation-adjusted historical cost of GdE. Because no separate financial statements or financial information was kept by GdE with respect to the distribution assets or operations transferred to MetroGAS, the Company is unable to determine historical cost. As a result, in preparing the financial statements in accordance with Argentine GAAP, the Company has valued its property, plant and equipment using the method described above. The Company believes the replacement cost of property, plant and equipment in Argentina is a reasonable approximation of its inflation-adjusted historical cost. The replacement cost of the Company's property, plant and equipment as of the Takeover Date, as determined by independent appraisers, exceeded the recorded amounts of the assets at that date. Therefore, no adjustment has been recorded in the US GAAP reconciliation related to the valuation of property, plant and equipment.

Effective January 1, 1996, US GAAP requires the Company to adopt SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121 requires a company to review certain assets for impairment whenever events or changes in circumstances indicate the carrying amount or an asset may not be recoverable. The Company does not anticipate any impairment loss to be required upon adoption of SFAS 121.

h) Regulatory matters

As explained in Note 7.1., the Company provides the public service of natural gas distribution in its service area, and is therefore subject to the regulatory control of ENARGAS. Law No. 24,076 (the "Gas Act"), together with Executive Decree No. 1,738/92, state that the Company's tariffs shall provide an opportunity to recover all appropriate operating costs reasonably applicable to the service, taxes and a reasonable rate of return, and that such return shall be similar to the return in businesses having equivalent or comparable risks, and shall be related to the degree of efficiency and satisfactory performance of the services.

The License states that the tariff will be adjusted every five years and will be calculated by applying an Investment Factor and Efficiency Factor to the existing tariff.

Because the Company's current tariffs are not based on its specific cost of providing service, the Company does not meet the criteria for application of Statement of Financial Accounting Standards No. 71, "Accounting for the Effects of Certain Types of Regulation " ("SFAS 71").

However, if the provisions of SFAS 71 were applicable to the Company, management believes that they would not have a significant effect on the financial statements as of June 30, 2000 and 1999.

i) Industry segment

The Company operates exclusively in the rendering of public natural gas distribution services.

j) Severance indemnities

US GAAP require the accrual of liability for certain post-employment benefits if they relate to services already rendered, are related to rights that accumulate or vest, are likely to be paid and can be reasonably estimated. As described in Note 2.2.e), the Company expenses severance indemnities when paid. Under Argentine law, the Company is required to pay a minimum severance indemnity based on years of service and age when an employee is unwrongfully dismissed. While the Company expects to make severance payments in the future, it is unable to reasonably estimate the amount of liability, if any, at this date. As a result, no adjustment has been made in the accompanying US GAAP reconciliation.

k) Profit contingency

As described in Note 14.2. and in accordance with Argentine GAAP, the Company has given recognition on its financial statements at December 31, 1997 of the income corresponding to the effect on tariff as a result of the variation in the taxable base for the Turnover Tax in the Province of Buenos Aires.

Under US GAAP this income will be recognized at the time of corresponding invoicing.

l) Earnings per share

US GAAP require the adoption as from January 1, 1997 of “Statement of Financial Accounting Standards No. 128” “Earnings per Share”. SFAS 128 makes it mandatory to disclose in the body of the Income Statement the diluted income per share as well as basic income per share. As of June 30, 2000 and 1999 the Company did not hold any shares or rights convertible into shares both indicators are the same, so that the ratio is shown on a single line on the corresponding Income Statements for each year under the heading “Earnings per share”.

NOTE 16 - RECONCILIATION OF NET INCOME FOR THE PERIOD AND

SHAREHOLDERS'EQUITY TO US GAAP

The following is a summary of the significant adjustments to net income for the six-months periods ended June 30, 2000 and 1999 which would be required if US GAAP had been applied instead of Argentine GAAP in the financial statements:

With regard to significant balance sheet captions, total assets as determined under US GAAP were $1,065,359 thousand and $1,064,551 thousand as of June 30, 2000 and 1999, respectively. The total liabilities determined under US GAAP were $505,429 thousand and $518,416 thousand as of June 30, 2000 and 1999, respectively.

Alberto Alfredo Alvarez
President

METROGAS S.A.

FINANCIAL STATEMENTS AS OF JUNE 30, 2000 AND 1999

SUMMARY OF ACTIVITY REQUIRED BY RESOLUTION No. 290/97 ISSUED BY THE COMISION NACIONAL DE VALORES

1. Significant accounting policies

The information contained in this Summary of Activity Report has been prepared in accordance with Resolution No. 290/97 issued by the Comisión Nacional de Valores (“CNV”) and should be read together with the attached financial statements as of June 30, 2000 and 1999, which have been prepared in accordance with Argentine GAAP.

Based on Decree No. 316/95 of the Argentine Executive Branch, dated August 15, 1995, the CNV, pursuant to General Resolution No. 272, discontinued the practice of restating the financial statements to account for the effect of inflation as from September 1, 1995. Moreover, Resolution No. 140/96 of the Argentine Federation of Professional Councils of Economic Science (“FACPCE”), dated March 29, 1996, provides that the adjustment for inflation would be applicable only if the annual variation in the General Level Wholesale Price Index (“GLWPI”) exceeded 8%. The variation in the above-referenced index pro-rated for the six-month periods ended June 30, 2000 and 1999, does not exceed 8%, so the Company’s financial statements as of June 30, 2000 and 1999 recognized the effects of inflation only through August 31, 1995.

2. Economic Aspects of the Company

General - Seasonality

MetroGAS sales and earnings are highly sensitive to weather conditions in Argentina. Demand for natural gas and, consequently, MetroGAS sales and earnings, are significantly higher during the winter months (May through September), owing to the larger gas sales volume and the tariff mix that affects revenues and gross profit.

Analysis of Operations for the six-month periods ended June 30, 2000 and 1999

The six-month period ended June 30, 2000 was characterized by an increase in thermal power generation due to the beginning of operation of several combined cycle power plants. Therefore, natural gas deliveries to power plants increased significantly. The volume of natural gas delivered to power plants during the first half of 2000 increased by 47.2% compared to the same period of the previous year.

On June 30, 1997 ENARGAS issued Resolution No. 464/97 approving the maximum tariffs for MetroGAS corresponding to the 1998/2002 period. This Regulatory Authority established the percentage variation of the “X” Efficiency Factor at 4.7% and the “K” Factor. Under the tariff tables effective as from July 1, 1998 to January 1, 2000, the “K” Factor was applied to residential, small and medium-sized commercial and industrial consumers (general P and general G), sub-distributors and natural compressed gas tariffs. As of June 30, 2000 the accumulated “K” Factor included in tariffs amounted to an average rate of 2% for each customer category.

As a result of the abovementioned factors, the Company net sales during the six-month period ended June 30, 2000 increased by 6.1% and operating costs increased by 3.7% compared to the same period of the previous year resulting in a $10,679 thousand increase in the gross income, amounting to $90,862 thousand during the first half of 2000 compared to $80,183 thousand in the same period of the previous year. An operating income of $45,821 thousand was recorded in the six-month period ended June 30, 2000, representing an increase of 22.0% compared to $37,553 thousand recorded in the same period of the previous year.

The Company’s net income corresponding to the six-month period ended June 30, 2000 increased to $17,031 thousand, totaling an increase of 25.9% in net result compared to the net income of $13,528 thousand recorded in the same period of the previous year.

Operating results and financial condition

Net sales

Total net sales increased by 6.1% during the six-month period ended June 30, 2000 to $340,475 thousand from $320,814 thousand during the same period of 1999. This increase was mainly due to a rise in net sales of gas and transportation and distribution services to power plants, liquid gas processing sales, net sales of compressed natural gas (“CNG”) and net sales to residential customers, amounting to $12,543 thousand, $6,349 thousand, $1,859 thousand and $4,075 thousand, respectively, which were partially offset by a decrease in net sales of gas and transportation and distribution services to industrial, commercial and governmental entities, amounting to $5,165 thousand.

Since July 1998 the “K” Factor was included in tariffs, representing an accumulated average rate of 2% over the distribution margins as of June 30, 2000. This increase percentage in distribution margins is applied only to residential, small and medium-sized commercial and industrial consumers, sub-distributors and CNG consumers.

Net sales to residential customers increased by 2.5%, from $164,851 thousand during the six-month period ended June 30, 1999 to $168,926 thousand during the same period of 2000. Sales volume delivered to residential customers decreased by 3.9% during the six-month period ended June 30, 2000 compared to the same period of the previous. The increase in net sales was due to the increase in tariff resulted from “K” Factor adjustment applied to this category of customers and from the increase in the U.S. Producer Price Index (“PPI”) aplicable to tariffs since January 1, 2000.

Net sales of gas and transportation and distribution services to power plants increased by 20.8% during the first half of 2000 compared to the same period of the previous year. Volumes delivered to these customers increased by 47.2% compared to the same period of the previous year. This significant increase in volumes was mainly due to the increase in thermal power generation due to the installation of combined cycle technology, which allowed thermal power plants to increase the achievement of volumes dispatched during the first half of 2000. Furthermore, the higher increase in volumes delivered to this category of customers with respect to net sales corresponds to the major increase in the volumes delivered under transportation and distribution services at a lower rate than the volumes of sales of gas.

Net sales of gas and services of transportation and distribution to industrial, commercial and governmental customers decreased by 8.3% during the first half of 2000 compared to the same period of the previous year due to the lower level of economic activity in Argentina since 1999.

Net sales of CNG increased by 8.9% during the first half of 2000 compared to the same period of the previous year as a consequence of abovementioned “K” Factor, which increased the tariff applied to this consumer category and the increase in the PPI aplicable to tariffs since January 1, 2000. Volumes of CNG delivered during the first half of 2000 increased by 4.7% compared to the same period of the previous year due to an increase in the number of CNG-converted vehicles as a result of the repetidely increases in the prices of competing fuels.

Net sales related to processing of natural gas increased by 51.4% during the six-month period ended June 30, 2000 with respect to the same period of the previous year, and volumes delivered to these users category increased by 5.4%. This significant increase was mainly due to the increase in the international price of liquid gas. As from September 1999 prices have increased and recovered their historical positions.

The following table shows the Company’s net sales by customer category for the six-month periods ended June 30, 2000 and 1999, in thousands of pesos:

For the period ended June 30, 2000 % of Net Sales For the period ended June 30, 1999 % of Net Sales
Residential 168,926 49.6 164,851 51.4
Power Plants 56,852 16.7 54,165 16.9
Industrial, Commercial and Governmental 49,844 14.6 56,049 17.4
Compressed Natural Gas 22,770 6.7 20,911 6.5
Processed Natural Gas 18,703 5.5 12,354 3.9
Total gas sales 317,095 93.1 308,330 96.1
Transportation and Distribution Services
- Power plants 15,986 4.7 6,130 1.9
- Industries 7,394 2.2 6,354 2.0
Subtotal 23,380 6.9 12,484 3.9
Net sales 340,475 100.0 320,814 100.0

The following table shows the Company’s natural gas sales volume by customer category for the six-month periods ended June 30, 2000 and 1999, in thousands of cubic meters:

For the period ended June 30, 2000 % of Volume of Gas Delivered For the period ended June 30, 1999 % of Volume of Gas Delivered
Residential 765,552 21.7 796,223 26.4
Power Plants 918,216 26.0 857,057 28.4
Industrial, Commercial and Governmental 424,961 12.0 479,015 15.9
Compressed Natural Gas 233,428 6.6 222,977 7.4
Processed Natural Gas 165,872 4.7 157,395 5.2
Total Sales Volume 2,508,029 71.0 2,512,667 83.3
Transportation and Distribution Services
- Power plants 844,049 23.9 340,345 11.3
- Industries 182,277 5.1 163,664 5.4
Subtotal 1,026,326 29.0 504,009 16.7
Total volume of gas delivered 3,534,355 100.0 3,016,676 100.0

Operating Costs

Operating costs totaled $249,613 thousand during the six-month period ended June 30, 2000, representing a 3.7% increase compared to $240,631 thousand registered in the same period of the previous year. This variation was primarily due to an increase in gas purchase and transportation costs.

During the six-month period ended June 30, 2000, 2,674.1 million of cubic meters were adquired representing a similar level with respect to the gas volumes purchased in the same period of 1999. However, gas purchase costs increased by 4.2% as a consequence of the increase in gas purchase prices and an increase in average purchase costs due to the change in mix basins. Such increase in average purchase costs resulted from Neuquen basin greater participation in purchases, where natural gas is sold at higher prices.

Gas transportation costs increased 3.1% from $99,857 thousand during the six-month period ended June 30, 1999 to $102,964 thousand during the same period of 2000. This variation was mainly due to higher gas processing costs resulting from the increase in processed natural gas sales and higher transportation costs due to the increase in the PPI aplicable since January 1, 2000.

The following chart shows the Company’s operating costs by type of expense for the six-month periods ended June 30, 2000 and 1999, in thousands of pesos:

For the period ended June 30, 2000 % of Total Operating Expenses For the period ended June 30, 1999 % of Total Operating Expenses
Gas purchases 124,091 49.7 119,141 49.5
Gas transportation 102,964 41.3 99,857 41.5
Depreciation of Fixed Assets 13,170 5.3 14,386 6.0
Payroll and social contributions 6,343 2.5 5,573 2.3
Operations and maintenance 1,665 0.7 2,295 1.0
Fees for services 1,319 0.5 279 0.1
Other operating costs 1,523 0.6 1,063 0.4
Capitalization of Fixed Assets Costs (1,462) (0.6) (1,963) (0.8)
Total 249,613 100.0 240,631 100.0

Administrative Expenses

Administrative expenses decreased by 1.8% from $20,003 thousand during the six-month period ended June 30, 1999 to $19,652 thousand registered in the same period of 2000. This decrease was mainly due to the decrease in fees for sundry services.

Selling Expenses

Selling expenses increased by 1.1% from $12,986 thousand during the six-month period ended June 30, 1999 to $13,125 thousand during the same period of 2000. The increase resulted mainly from an increase in the allowance for doubtful accounts.

Other Expenses

Other expenses increased by 27.2% from $9,641 thousand during the six-month period ended June 30, 1999 to $12,264 thousand during the same period of 2000. This increase resulted mainly from the increase in the technical operator´s fees, that are calculated based on the net income of the Company, in the intangible assets amortization and in other provisions.

Financing and Holding Results

Net financing and holding results totaled a loss of $16,200 thousand during the six-month period ended June 30, 2000 compared to $16,702 thousand during the same period of the previous year.

This decrease mainly derived from a reduction in loss from financial and holding results generated by liabilities amounting to $348 thousand compared to the same period of 1999, principally resulting from a lower indebtedness recorded during the first half of 2000, compared to the same period of the previous year. Interest generated by assets at June 30, 2000 increased by $ 154 thousand with respect to the same period of the previous year.

Other Income and Expenses

Other income and expenses recorded a gain of $13 thousand during the six-month period ended June 30, 2000 compared to a loss of $207 thousand recorded during the same period of 1999.

Income Tax

During the six-month period ended June 30, 2000, $12,603 thousand was accrued for income tax, resulting in an effective tax rate of 42.5%. During the six-month period ended June 30, 1999, the Company accrued an income tax charge for $7,116 thousand, resulting an effective tax rate of 34.5%. The increase in the effective rate is due to certain allowances and provisions that were non-deductable for tax purposes.

Net cash provided by operating activities

Net cash provided by operating activities amounted to $5,628 thousand during the six-month period ended June 30, 2000 and $26,819 thousand during the same period of the previous year. This decrease in funds is mainly due to the increase in tax payments as a consequence of the increase in income tax advances and the payment of accounts payable.

Net cash used in investing activities

Net cash used in investing activities totaled $18,112 thousand during the six-month period ended June 30, 2000 compared to $20,691 thousand used during the same period of the previous year, representing a decrease in the investment level in fixed assets.

Net cash (used in) provided by financing activities

Net cash used in financing activities was $2,141 thousand during the six-month period ended June 30, 2000, changing the situation ocurred during the same period of the previous year when net cash provided by financing activities amounted to $8,223 thousand. This decrease in net cash during the first half of 2000 with respect to the same period of the previous year was mainly due to the higher dividend payments.

Liquidity and capital resources

Financing

As of June 30, 2000, the total indebtedness of the Company was $361,635 thousand.

On August 15, 1995, the Company placed and issued its Series A Notes under the Short and Medium-Term Note Program with a face amount of US$120.0 million and an interest rate of 12% per annum payable semi-annually with full principal repayment at maturity, which is five years from the date of issue. On November 6, 1995, the Series A Notes were registered with the Securities and Exchange Commission. The Series A Notes were authorized for listing on the Buenos Aires Stock Exchange on December 28, 1995. On September 29, 1998, the Company repurchased Negotiable Corporate Bonds, Series A, for US$3.0 million par value. Furthermore, on April 2000, MetroGAS repurchased Negotiable Corporate Bonds, Series A, for U$S 12.69 million par value.

On May 8, 1996, MetroGAS placed and issued its Series B Notes with a face amount of US$100.0 million with an interest rate of 10 7/8% per annum, payable semiannually, at a price equivalent to 99.786% of the face value and maturity in 2001. The Series B Notes were registered with the SEC on May 8, 1996 and authorized for listing on the Buenos Aires Stock Exchange on May 29, 1996. On October 22, 1997, the Company repurchased Series B Notes issued under the Short and Medium-Term Note Program having a face value of US$13.2 million. Furthermore, on September 16, 1998, the Company repurchased US$2.0 million par value of Negotiable Corporate Bonds corresponding to that series.

On December 2, 1996, the Company placed and issued its Series C Notes with a face amount of US$62.5 million, a term of four years, a floating interest rate based on the LIBO rate plus 1.375%, 1.875%, 2.125% and 2.375% for the first, second, third and fourth year, respectively. The Series C Notes that were authorized for listing on the Luxembourg Stock Exchange, were totally cancelled on June 2, 2000 with the funds obtained from secured overdrafts.

On March 29, 1999, the Company placed and issued an amount of US$70.0 million of its Series F Notes under the abovementioned Global Program with zero coupon at a price equivalent to 91.8514% of the face value. This Serie matured in March, 2000.

The offering of the Series A, B, C, D, E and F was made in full compliance with the Fund Allocation Plan. The funds obtained were allocated to the refinancing of short-term indebtedness.

The Shareholders' Extraordinary Meeting held on December 22, 1998 approved the creation of a Global Program for issuing simple non-convertible Short and Medium-Term Negotiable Corporate Bonds, for an amount of up to US$600.0 million (or the equivalent in other currencies or currencies combination) over a five-year term as from the date of authorization of the Program by the CNV.

On August 19, 1999, the CNV, pursuant to Resolution No. 12,923, admitted to public offering the mentioned Global Program of Issuance of Negotiable Corporate Bonds of MetroGAS.

On March 27, 2000, the Company has placed and issued, under the new Negotiable Corporate Bonds Global Program, its Series A Notes with a face amount of US$100.0 million, at a price equivalent to 99.677% of the face value, with an interest rate of 9.875% per annum, payable semiannually and maturity on April 2003. The Series A Notes have been authorized for listing on the Buenos Aires Stock Exchange on March 24, 2000 and on the Luxembourg Stock Exchange on April 3, 2000.

The offering of the Series A was made in full compliance with the Fund Allocation Plan. The funds obtained were allocated to the refinancing of short-term indebtedness.

The Company’s rating, both international (Standard & Poor’s BBB-, Fitch IBCA BB+) and local (Value AAA, Fitch IBCA AA+) is very good. It is worth mentioning that the Company's rating is above the BB country risk calification given to Argentina. As a result of the change in the Company’s debt classification, it is considered “Investment Grade”, which extends the base of potential investors for MetroGAS debt instruments.

Capitalization

The Company’s total capitalization at June 30, 2000 amounted to $964,802 thousand, consisting of $261,635 thousand short-term debt, $100,000 thousand long-term debt and shareholders’ equity of $603,167 thousand. Financial debt as a percentage of total capitalization amounted to 37.5% at June 30, 2000 and to 38.9% at June 30, 1999.

Comparative Balance Sheet

In order to appraise the development of the Company’s activities, the table below sets forth comparative balance sheet information from the Company’s financial statements as of June 30, 2000, 1999, 1998, 1997 and 1996.

06.30.00 06.30.99 06.30.98 06.30.97 06.30.96
Balance Sheet Balance Sheet Balance Sheet Balance Sheet Balance Sheet
Thousands of $
Current Assets 190,011 198,292 192,774 191,874 204,791
Non-current Assets AAssets 889,953 890,137 880,271 845,464 835,715
Total Assets 1.079.964 1,088,429 1,073,045 1,037,338 1,040,506
Current Liabilities 376,797 226,660 215,139 153,542 212,321
Non-current Liabilities 100,000 264,304 269,304 282,500 225,000
Total Liabilities 476,797 490,964 484,443 436,042 437,321
Shareholders’ Equity 603,167 597,465 588,602 601,296 603,185
Total 1,079,964 1,088,429 1,073,045 1,037,338 1,040,506

Comparative Results

The table below contains a summary of the income statements for the years ended June 30, 2000, 1999, 1998, 1997 and 1996.

06.30.00 06.30.99 06.30.98 06.30.97 06.30.96
Thousands of $
Gross Profit 90,892 80,183 62,253 66,939 66,819
Administration, Commercialization and Other Expenses (45,041) (42,630) (40,358) (39,404) (40,880)
Operating Income 45,821 37,553 21,895 27,535 25,939
Financial results (16,200) (16,702) (13,633) (12,099) (9,398)
Other Income (Expenses) 13 (207) 675 1,544 1,778
Income before tax 29,634 20,644 8,937 16,980 18,319
Income tax (12,603) (7,116) (3,295) (4,854) (5,179)
Net Income 17,031 13,528 5,642 12,126 13,140

Comparative Statistical Data

The table below shows a summary of operating data for the years ended June 30, 2000, 1999, 1998, 1997 and 1996.

06.30.00 06.30.99 06.30.98 06.30.97 06.30.96
Volumes Balance Sheet Balance Sheet Balance Sheet Balance Sheet Balance Sheet
Thousands of cubic meters
Gas purchased by MetroGAS 2,674,109 2,774,068 2,019,157 1,962,760 2,998,597
Gas contracted by third parties 1,132,589 523,891 600,427 1,778,217 593,024
3,806,698 3,297,959 2,619,584 3,740,977 3,591,621
Volume of gas withheld:
- Transportation (170,038) (183,712) (177,480) (246,280) (207,981)
- Loss in distribution (91,799) (85,778) (72,601) (97,827) (140,943)
- Transportation and processing gas production (10,506) (11,793) (15,119) (12,867) (8,412)
Volume of gas delivered 3,534,355 3,016,676 2,354,384 3,384,003 3,234,285

Comparative ratios

The table below contains certain financial ratios as of June 30, 2000, 1999, 1998, 1997 and 1996.

06.30.00 06.30.99 06.30.98 06.30.97 06.30.96
Liquidity 0.50 0.87 0.90 1.25 0.96
Indebtedness 0.79 0.82 0.82 0.73 0.73

Other information

The table below contains information regarding the price per share of the Company’s Common Shares and its ADSs:

Share Price on the Buenos Aires Stock Exchange (1) Share Price of ADSs on the New York Stock Exchange (1)
$ US$
Closing price 1.30 13.00
December 1994 1.03 10.12
March 1995 0.90 9.38
June 1995 0.86 8.62
September 1995 0.92 9.12
December 1995 0.98 9.75
March 1996 0.97 9.50
June 1996 1.05 10.62
September 1996 0.95 9.87
December 1996 0.94 9.38
March (2) 1997 1.05 11.38
June 1997 1.01 10.00
September 1997 0.86 8.50
December 1997 0.77 7.75
March 1998 0.93 9.25
June 1998 0.90 8.81
September 1998 0.80 7.88
December 1998 0.85 8.13
March 1999 0.79 8.00
June 1999 0.88 8.44
September 1999 0.93 9.25
December 1999 0.89 8.75
January 2000 0.91 8.88
February 2000 0.92 9.25
March 2000 0.91 8.63
April 2000 0.88 8.75
May 2000 0.86 8.38
June 2000 0.88 8.75

(1) Prices on the last business day of the month.

(2) On March 12, 1997, the Shareholders’ Extraordinary Meeting of the Company approved the capitalization of the capital stock adjustment, and the number of listed shares was increased from 199,886,815 to 221,976,771.

Outlook of MetroGAS

Base on its mid-term goals and more specifically on estimations for 2000, the Company intends to focus its efforts on the following:

  • Intensifying efforts to improve the quality of customer service.

  • Maintaining the good public image that the Company has developed by continuing with the policy of communicating with customers and publicizing the Company’s activities.

  • Developing all aspects of its investment plan, for which the Company has budgeted approximately $92.6 million for 2000 (including $38.6 million related to the Buchanan-Retiro Pipeline).

  • Continuing to promote and develop new business opportunities that will increase the Company’s efficiency and profitability.

  • Improving the profitability of operations by optimizing the costs of firm transportation capacity, by developing new opportunities for the sale of gas to power plants and by participating in projects to promote the export of gas from Argentina.

  • Minimizing technical losses in the Company’s distribution network.

  • Increasing overall efficiency by improving the meter-reading processes, the billing and collections procedures, the management of past-due accounts and the control of gas leaks.

  • Reviewing the Company’s administrative processes more intensively in order to increase productivity and reduce costs.

  • Maintaining the excellent work safety rates to continue the Health, Safety and Environmental Policy implemented by the Company.

Buenos Aires, August 8, 2000

Alberto Alfredo Alvarez
President