REPORT JANUARY - JUNE 2015 PROMIGAS ECONOMIC ENVIRONMENT Growth rates are continually decreasing in emerging economies, including Latin-American countries, which, being dependent on exports of raw materials such as crude oil, gold, copper and steel, have been affected by their falling prices. Colombia’s economic growth has been decreasing mainly due to the unfavorable behavior of international commodity prices, oil prices in particular, and the weak recovery of its main trading partners. During the first quarter of this year, national economy grew by 2.8%. Domestic demand declined, but remains over 4% due to dynamic investment activities. Nevertheless, net exports detracted from growth given the strong rise in imports. The Price Consumer Index (PCI) recorded a variation of 3.3% during the first six months of 2015 and a variation of 4.4% during the last 12 months, which is above the target range of the Colombian Central Bank (2-4%). The average price of the currency stood at 2,485 pesos per dollar, 526 pesos higher than the first half of 2014, representing a variation of 27%. INDUSTRY AND REGULATORY ASPECTS Indicative Plan of Natural Gas Supply: The Mining and Energy Planning Unit (UPME) published the Indicative Plan of Natural Gas Supply (PIAGN), which presents a prospect for the next decade with different scenarios for the supply and demand of natural gas and the infrastructure requirements to meet the demand and ensure the reliability of supply. Colombian National Energy Plan: Energy Prospects 2050: A document prepared by the UPME which presents some ideas about the future development of the Colombian energy industry that may serve as basis for designing and implementing a long-term energy policy. Trading of Natural Gas: Resolutions for implementing the trading scheme of the supply and transportation of natural gas are continually issued. The definition of the payment of compensations for variations in the delivery of gas is still pending and is expected to be resolved during the second half of the year. Transportation Review of Rates for Serious Miscalculations: The Energy and Gas Regulatory Commission (CREG) approved the adjustment to the transportation rates of several pipelines of Promigas and its affiliate Transmetano, as it acknowledged having made a mistake when measuring investments. The adjustment to the rates became effective in May 2015. Investments in Transmetano: The CREG approved the investments in the Malena compressor station. Such investments will increase the transportation capacity as well as the safety and continuity of the service in the Department of Antioquia. Promioriente Compressor Station: The charges for the installation of a new compressor station that will enable the injection of gas directly to the National Transportation System (SNT) have been approved, thus ensuring a more reliable operation and a proper remuneration of future investments. Distribution Methodology for Calculating WACC: The CREG issued Resolution 095/2015, whereby the methodology for calculating the discount rate that will be applied to natural gas, LPG and electric power activities is established. It also issued Resolution 096/2015 to fix the values of the discount rate, based on the foregoing methodology, for the activities of natural gas distribution for the 2015-2019 period, as follows: Year 2015 2016 2017 2018 2019 Average TD Real AI % 13.28 13.51 13.97 14.23 12.47 13.49 % Rate Process of Natural Gas Distribution: With the publishing of the WACC began the rate process for natural gas distributing companies, overdue since 2009. The rate records according to the methodology stated in CREG Resolution 202/2013, will be presented between August and September 2015, Indexer for Gas Supply Agreements: The CREG issued Resolution 105/2015, which sets out that the restatement factor for long-term contracts, until July 2015, may be agreed between the parties. If no agreement is reached, and for new contracts, a formula involving additional factors, such as WTI crude oil price behavior and the IPP of USA, shall be applied. Energy Distribution Methodology: The new rate methodology for this industry was published for comments through Resolution 179/2014. The proposal includes incentives for the replacement of assets using a depreciated replacement model and the recognition of new investments in quality of service and power loss, among others. A final methodology is expected in early 2016 to begin the rate process of energy distributing companies. Energy Trade Methodology: Resolution 180/2014 established new bases for calculating trading rate. The modifications recognize the portfolio risk, an operating margin and the financial cost of delays in the transfer of subsidies by the Ministry of Mines and Energy (MME). RESULTS OF STRATEGIC BUSINESS GROUPS (GEN) GEN TRANSPORTATION Transportation of Natural Gas By the end of the first half of the year, the length of Promigas’s pipeline system reached 2,373 km, with a maximum transportation capacity estimated at 610.3 MMSCFD. The volume of transported gas was 340.6 MMSCFD for the period, 17.7% lower than in 2014. The average consumption by sector decreased, mainly in the industrial sector, as a result of low consumptions by cement companies due to the loss of competitiveness of gas against some substitutes and the availability of carbon. Also, the Cartagena Refinery reduced consumption as part of the preparation programs for the beginning of its expansion project. As for the thermoelectric industry, hydrological contributions were not as low as expected, which, together with other technical issues relative to the maintenance of some thermal power plants and their low dispatch levels, produced a 5% volume contraction compared to the same period last year. Transported Volume per Sector (MMSCFD) Thermoelectric Industrial Domestic VCNG TOTAL January-June 2014 214,54 94,16 42,43 15,73 366,86 January-June 2015 204,61 78,50 42,87 14,58 340,56 Variation (%) (5) (17) 1 (7) (7,17) Transmetano increased its contracted capacity by 4% compared to the same period last year, for a contracted total of 87% of the capacity of the transportation system. The CREG approved the investment in the Malena compressor station, with the abovementioned advantages. The CREG approved charges for Promioriente to remunerate the investment of a compressor station that will allow injecting gas directly to the SNT, ensuring a more reliable operation. In Transoccidente the transported volume increased by 3% compared to the same period in 2014. INTEGRATED SOLUTIONS FOR THE INDUSTRY AND POWER GENERATION Promisol entered into a 5-year BOMT agreement with Canacol for a treatment plant with a 100-MMSCFD gas capacity from Jobo. As for the construction unit, Promisol has executed 97% of the coating works of 21 km of the Promigas pipeline. In addition, it entered into an agreement with Promigas under the joint venture scheme with Montecz (50%-50%) for the construction of the 190 km long San Mateo - Mamonal pipeline, an investment estimated at US $45 million. The affiliates Transmetano, Promioriente, Transoccidente and Promisol have ICONTEC certification for their quality and environmental management and occupational safety and health systems, thus confirming their commitment to quality and safe operations. NATURAL GAS REGASIFICATION PLANT Sociedad Portuaria El Cayao (SPEC) This company is in charge of the construction project of the first liquefied natural gas (LNG) regasification plant in Colombia. In the period under review, the floating storage and regasification unit Grace was launched, and the cornerstone laying ceremony was performed in the plot located in Baru, which started the construction of the ground infrastructure. Additionally, as part of this event, the Port Concession agreement was executed with the National infrastructure Agency (ANI). The plant is expected to begin operating in December 2016. GEN DISTRIBUTION Natural Gas Distribution Colombia Related companies are still committed to the pursuit of sustainable growth, allowing them to remain positioned as leaders in the region’s energy industry. Despite the maturity levels of the markets where they operate, they continue joining forces to benefit more Colombians with the natural gas services. This was how between January and June 2015, they connected 65,2010 new users to the natural gas service, reaching three million served users in over 620 populations in Colombia. Gases del Caribe began offering in June natural gas services to 44 populations in Magdalena. Thus, over 250,000 low-income families will benefit from the availability of this fuel thanks to the commissioning of a new pipeline, the construction of which was completed during the second quarter of the current year with an investment of over US $50 million. Non-bank Financing Brilla continued its accelerated growth as at June 2015, with $1.3 trillion in approved loans, a portfolio of $365,237 million and over 1.4 million benefited families through the five distributors affiliated to this inclusive business model. Peru Calidda is still seeking to increase coverage of the natural gas service by connecting 44,785 new users during the first half of 2015, reaching a total of 299,790 beneficiaries with access to the natural gas service. The Peruvian government remains committed to the expansion of the natural gas service. It recently allocated US $65MM to the Energy Social Inclusion Fund (FISE) to cover the connection costs of low-income users. It also approved over US $12MM intended to boost the VNG segment. Furthermore, Gases del Pacifico (GdP) continues preparing the launch of the service on the new date set with the government: August 2016. The delay in the commissioning is due to a delay in supply, a factor external to GdP’s management. Distribution and Trade of Electrical Energy Compañia Energetica de Occidente has kept the level of losses under 17%, fully complying with the contractual requirement of 22.4%. It is also continuing efforts to standardize clients and to reduce the portfolio. The half year concludes with 327,529 users served in the towns that are currently provided with the service in Cauca. As for regulatory issues in the sector, the new trading methodology issued and in effect since early 2015 recognizes the portfolio risk, an operating margin and the financial cost of delays in the transfer of subsidies by MME. Currently, the company is awaiting approval of the new charges. In turn, the new distribution methodology, which includes incentives for loss reduction, investments in new technologies and improvements in quality of service and replacement of assets, was published for comments. FINANCIAL STATEMENTS Pursuant to the standards and guidelines issued by the competent bodies, Promigas made the transition to the International Financial Reporting Standards (IFRS), promptly complying with every monitoring milestone set out (ESFA 2013, re expression 2014 and total implementation 2015). Under these standards, the results are as follows: Balance Sheet (Figures in millions of pesos) ASSETS Current Assets Net Fixed Asset Assets Under Concession Financial Assets Other Assets TOTAL ASSETS Dec-14 288,199 219,551 615,740 1,367,588 1,568,123 4,059,200 Jun-15 284,672 195,653 634,302 1,428,051 1,758,499 4,301,178 % -1.2 -10.9 3.0 4.4 12.1 6.0 LIABILITIES Current Liabilities Long-term TOTAL LIABILITIES 282,672 1,612,259 1,894,932 192,327 1,878,400 2,070,726 -32.0 16.5 9.3 TOTAL EQUITY LIABILITIES + EQUITY 2,164.268 4,059.200 2,230,452 4,301,178 3.1 6.0 Total assets increased by 65, mainly due to the increase of other assets, 12.1%, and financial assets, 4.4%. The increase in other assets was due to loans for $176,149.5 million to related companies as a result of the enhancement in the use of resources received in the issue of bonds for $400 billion in March. In addition, investments increased due to the capitalization of the prepayment for future capitalizations made to Gases del Pacifico for US $6.3 MM and because there were prepayments for future capitalizations from Sociedad Portuaria El Cayao (SPEC) for $57,131 million and from Promisol for $8,085 million. This growth was offset by lower profits by the equity method in Surtigas and Gases de Occidente, caused by the decrease in the variation between the balances of financial assets, with respect to the contractual nature of their concessions, in both years. Furthermore, the loans granted to related companies decreased due to the repayment of Gases del Pacifico of US $11.5 MM. The value of fixed assets decreased particularly due to the decision of terminating the construction agreement of the LNG micro-plant entered into with the supplier Sener, for which reason the reimbursement of the prepayment made in dollars for 11,645.7 million, plus the exchange difference, was received. This account also decreased due to the monthly depreciation of fixed assets. Assets under concession increased by 3% compared to 2014. During the first half of 2015, important investments were made in projects such as the Loop Sincelejo-Mamonal, the Sincelejo Variant, changes in the pipeline’s coating and Hub Cartagena, among others. Financial assets generated by the transportation concession reflect the semester adjustment corresponding to the accrual of interest income over these assets. The behavior of current liabilities, which decreased by 32%, was due to the completion of the first stage of the agreement entered into with Gases del Caribe for the construction of pipelines in Magdalena and Cesar, as the balance of anticipated revenues received from the distribution, worth $10,036 million, was carried to the Income Statement. Therefore, accounts payable for $36,334 million decreased as a result of the liquidation of the first stage of the partnership agreement entered into with Montecz, based on which Promigas executed a shared risk agreement to carry out the construction of the Gases del Caribe pipelines. In addition, the income tax decreased as a result of the payment of the portion corresponding to 2014. Long-term liabilities increased as a result of the bond issue made in March 2015 worth $400 billion. Such resources were used to repay bank debts for $130 billion and to fund investment projects included in the work plans for 2015 and part of 2016. Income Statement Summary (Figures in millions of pesos) Operating Revenues Financial Assets Revenues Construction Revenues Costs and Expenses Construction Costs EBITDA Operating Income Other Income Other Expenses Net Income Dec-14 234,329 41,301 71,835 119,942 71,835 182,059 155,688 154,253 48,463 212,976 Jun-15 248,013 60,463 26,289 107,630 26,289 232,531 200,846 151,934 73,453 240,217 % 5.8 46.4 -63.4 -10.3 -63.4 27.7 29.0 -1.5 51.6 12.8 During the period under review, there were higher transportation revenues as a result of a higher exchange rate in 2015, which affects transportation revenues with rates in dollars. In addition, the CREG authorized an increase in transportation rates from May 22, 2015, due to a serious miscalculation by the CREG in the valuation of investments. Financial assets relative to the transportation concession increased due to the monthly adjustments to this account and also due to the regulatory procedures of calculation, which involves variables such as the WACC and the present value of the corresponding cash flows. Construction revenues and costs, recorded for the same amount under current standards, reflect a reduction given the greater investments in the Loop Sincelejo-Mamonal during the second half of 2014. Costs and expenses decreased by 10.3% as a result of greater costs in 2014 for the services provided to Gases del Caribe under the network construction agreement ($20,235 MM), compared to 2015 ($4,160 MM) EBITDA and operating income increased by 27.7% and 29%, respectively, compared to the previous year, a behavior consistent with the reasons stated above. Other non-operating income shows a lower value due to lower profits by the equity method in Surtigas and Gases de Occidente. This decrease is offset by the Calidda dividends of the first half of 2015, worth $31,375 million, and the higher financial revenues from the loans granted to related companies for $176,149 million. In turn, other expenses increased by 51.6% as a result of the increase in financial expenses in 2015 generated by the bond issue made in March worth $400 billion and by the higher CPI of the current year, which affects the obligations linked with this indicator. According to the events explained above, net income as at June 2015 was $240,217 million, which represents an increase of 12.8%, compared to the immediately preceding semester, and a fulfillment of 178% above our budget. Consolidated Financial Statements Given its relevance within the new system of accounting reports imposed by the IFRS, we consider it necessary to present the consolidated income statement, i.e., taking into account the involvement of Promigas as shareholder in several related companies: Consolidated Balance Sheet (Figures in millions of pesos) ASSETS Current Assets Net Fixed Asset Assets Under Concession Financial Assets Other Assets TOTAL ASSETS Dec-14 874,540 1,180,606 1,336,925 1,738,599 1,198,220 6,328,890 Jun-15 938,782 1,160,631 1,388,763 1,815,145 1,158,631 6,461,954 % 7.3 -1.7 3.9 4.4 -3.3 2.1 LIABILITIES Current Liabilities Long-term TOTAL LIABILITIES 605,662 3,307,200 3,912,862 678,327 3,265,769 3,944,096 12.0 -1.3 0.8 TOTAL EQUITY LIABILITIES + EQUITY 2.416.028 6,328,890 2.517.858 6,461,954 4.2 2.1 Assets increased by 2.1%, mainly due to the semester adjustment corresponding to the financial entry record associated with assets under concession, as well as to the investments in projects made by Promigas and Gases del Pacifico. The largest amount of liability is generated by the issue of bonds made by Promigas, the resources of which were used for the payment of obligations and for loans to related companies. Consolidated Income Statement Summary (Figures in millions of pesos) Operating Revenues Financial Assets Revenues Costs and Expenses EBITDA Operating Income Other Income Other Expenses Net Income Dec-14 Jun-15 % 1,169,579 1,190,871 1.8 -11.5 86,445 76,547 896,555 883,113 -1.5 384,178 443,568 15.5 359,469 384,304 6.9 96,662 82,196 -15.0 97,946 131,660 34.4 234,472 232,536 -0.8 The increased operating revenues were the result of increased billing for gas distribution, mainly in Gases de Occidente, and a higher average exchange rate during the first half of 2015, which positively affected revenues from gas transportation. Revenues from financial assets were lower due to the adjustment to the discount rates between 2014 and 2015, after the update of market variables used for the calculation. Other revenues decreased due to lower dividends, while other expenses increased due to financial expenses incurred by Promigas, higher as a result of the bond issue. As for the comparative results between the individual and consolidated profit and loss statements, net income of the former increased by 12.8%, while net income in the latter decreased by 0.8%. This behavior was caused by the difference in how the companies in the portfolio in which Promigas has a shareholding interest between 20% and 50% present their reports, as the individual financial statements record the dividends effectively paid, while the consolidated financial statement records the dividends using the equity method, i.e., considering as income the shareholding interest over net income, regardless of the corresponding dividend allocation. FINANCIAL INFORMATION DISCLOSURE AND CONTROL SYSTEMS The monitoring mechanisms established by Promigas in its internal control system ensure as reasonably practicable that no internal control deficiencies in the course of the first half of 2015 prevented the adequate recording, processing, summarizing and reporting of the financial information. Neither had there been any knowledge of frauds, misstatements or manipulations in the management reports or the financial statements. ACKNOWLEDGMENTS We thank our shareholders for their trust and continued support. And we appreciate the people in Promigas for their commitment and professionalism. RULES ON INTELLECTUAL PROPERTY, COPYRIGHT AND FREE MOVEMENT OF INVOICES Promigas guarantees the use of duly licensed software in all its processes. It also complies with all provisions related to copyright. Pursuant to the provisions of article 87 of Act 1676/2013, Promigas certifies that the free movement of invoices issued by vendors or suppliers was not hindered. Antonio Celia Martínez-Aparicio CEO