Conference Call Codensa and Emgesa 1Q 2015 May 29, 2015 Good morning to all. Thank you for being with us today in our quarterly conference on the CODENSA and EMGESA financial and operational results. My name is Leonardo López and I will be leading this telephone conference as Finances and Insurance Manager of the companies in Colombia. For me and for my team it is a pleasure to today present the 2015 first-quarter results for our companies. We have divided our agenda into four main sections: first, we will review the most relevant facts of Q1 2015; second, we will discuss the Q1 operational and financial results; third, we will look at the effects of adopting the Financial Information International Norms (NIIF) in our financial statements; we will finally have some closing comments. At the end we will have a Q&A session. Let's first go to slide 3, in which we will clarify the standards used to consolidate our figures for Q1 2015. First, I should mention that figures in the March 2015 financial statements used in this presentation were prepared in Colombian pesos, according to the Financial Information International Norms (NIIF), officially applied in Colombia since January 2015. Due to the effects of the transfer to NIIF during 2015, quarterly values will be subject to ongoing changes and adjustments, as set forth by the law. The March 2014 income statements and the December 2014 general balance sheet, used to calculate changes with respect to March 2015, were prepared according to the ENEL group NIIF standards, which could vary in some items compared to the NIIF standards adopted in Colombia, which are not representative. Changes in the main items of these two financial statements are only presented for information purposes and for convenience of those reading them. Let's go now to the second slide to analyze the main relevant facts of the first quarter of this year. Regarding the first quarter relevant facts, the Codensa and EMGESA operational revenues showed significant growth compared to 2014, so that our consolidated EBITDA for Q1 2015 grew by 3.6% compared to 2014. During Q1 2015, Colombia was the first contributor to the ENEL Group's EBITDA in Latin America, with 32% of the region's EBITDA. The consolidated Codensa and EMGESA CAPEX as of March 2015 grew 58% compared to the previous year, reaching a total of COP $286,425 million. The EMGESA CAPEX focused mainly on the EL Quimbo project, on Codensa's massive connections in the urban area, on quality improvement plans, on the Telecontrol project, and on modernizing public lighting. Regarding this last project, significant progress was achieved this quarter, including installation of more than 4,350 LED lighting fixtures in approximately 85 km in several city major streets. We achieved an 89% physical progress in the El Quimbo project at the end of March 2015; there are three aspects we should highlight. 1. The precautionary measure declared by the Huila Administrative Court suspending the EL Quimbo reservoir filling until a minimum flow is met for the Betania fish growers. In view of this, EMGESA filed an appeal for reversal and an appeal, as well as a precautionary measure request, before the Huila Administrative Court. The Court rejected the appeal for reversal and granted the appeal, indicating that the State Council is responsible for the appeal resolution. The National Aquaculture and Fishing Authority issued a technical opinion indicating that a 300-400 m³/sec flow is not required for the filling process. Consequently, EMGESA has filed a new application to have the precautionary measure lifted and/or adjusted based on such clarification. The company is considering possible negotiations with the region's fish growers. 2. Preparation of the civil works required to fill the reservoir and initiation of resettlements in Llanos de la Virgen, Montea, and San Jose de Belén. 3. A project budget increase has been approved for US $114 million, reaching US $1,231 million including contingencies. This increase is the result of greater costs in civil works for US $49 million, greater costs of social-environmental management plans for US $56 million, and indirect engineering and supervision costs for US $10 million. Regarding investments in the distribution business, the Bacata Substation expansion was concluded, this being the largest in the country, which is connected to the National Transmission System (STN for its Spanish acronym) at 500 kV with 900 MVA, improving the quality of the service, reducing technical losses, and increasing reliability in Cundinamarca and Bogota. In addition, such expansion allowed Codensa to include a new energy import possibility from the STN and ensure the necessary capacity to respond to the growing demand towards the eastern area. We are continuing with the electric mobility initiative. In March 2015, Codensa and EMGESA under an alliance with BMW, Nissan, Renault, ByD, and Ciudadela Comercial Unicentro commissioned in Bogotá the first public recharge station for private electric vehicles in the country. This station will be able to serve 280 vehicles each month with a universal recharge system, this being a significant step towards generalizing the use of electric vehicles in the city. Finally, we would like to share with you the World Award we received in 2015, an English publication addressed to international investors and analysts, recognizing our company as the one with the best corporate governance in Colombia, which shows our major commitment and significant efforts to maintain quality standards and information transparency for all publics of interest. We will now go to the section relating to the Q1 2015 main operational and financial results. Regarding the generation business results during Q1 2015, we can report a 6.9% growth in generation, compared to 2014. 91% of all electrical power was water-resource generated, 9% with steam sources, showing an increase in the steam component participation compared to the same period the previous year, due to the added Termozipa generation (coal driven). Our plants' availability level for the same period was 83.4% lower than the 89.4% of Q1 2014, due to maintenance done to the Cartagena Station and the Pagua chain. Regarding electric power sales, there was a 1% growth in Q1 2015 compared to 2014. Regarding the behavior of the market pool price, we saw an average of COP$186/KWh during Q1 2015, 12.2% higher than the average price recorded during 2014. This increase is the result of to the mild rain season experienced during the first 3 months of 2015, compared to 2014. 2 69% of our sales were made under contracts, especially to the wholesale market which provides us with better predictability regarding revenues and margins. Let's now look at slide 6, in which we explain the operational results of our distribution business. In the distribution business, Codensa covered 22% of the national electric power demand during Q1 2015. Additionally, during the 12 months ending in March 2015 we added 86,027 new clients to our commercial base, compared to March 2014, showing the significant organic growth of Bogotá and Cundinamarca and the support provided by Codensa with respect to the growing demand. Electric power trading by Codensa grew 1% compared to Q1 2014, as a result of the demand growth in the Codensa area of influence. The loss index remained at 7.08%. Regarding regulatory advances in the energy sector in Colombia, as we mentioned in our results conference as of December 2014, in February of this year Resolutions No. 180 and No. 199 were approved regarding the distribution remuneration. The new regulation reduced the margin on efficient trading costs from 15% to only 2.73%, however on a higher base. This change was also offset by recognizing the portfolio risk and the financial costs of subsidies transferred by the government. The loss management recognition in the trading component has not yet been defined. Resolution No. 179 of 2015 from CREG regarding the distribution component remuneration was also issued for comments; the final version is not yet known. Regarding regulatory activities related to the gas business in Colombia, during this year CREG has made progress in two significant areas: 1. Various public audiences were held during Q1 2015 among representatives of regional distributors to provide opinions regarding the methodology proposed by the regulator. A new resolution should be published for comments during Q3 2015 as a result of these workshops. 2. The inter-business group process, spearheaded by CREG, continues; its purpose is providing consensus between the natural gas offer and demand in order to define a new natural gas price index. We will now look at slide 9 regarding the EMGESA financial results for Q1 2015. The EMGESA operational revenues during Q1 2015 were COP $621,072 million, a 13.3% growth compared to 2014. The main factors explaining this are the 1.6% increase in pool volumes sold at a greater average price compared to the previous year, the greater own generation, and the favorable effect of the PPI, metric most energy sale contracts are indexed to in the wholesale market, as compared to Q1 2014. On the other hand, the supplies and services operational costs during Q1 2015 were COP $168,089 million, a 3.2% increase compared to 2014, as a result of greater steam generation costs. Other costs, such as personnel expenses and fixed exploitation costs - which amounted to COP $67,062 million during Q1 2015 - include the effect of the 2015 wealth tax according to NIIF. This tax is calculated on net profits as of January 1 of 2015, with a 1.15% rate. As a result of the above, we achieved an EBITDA of COP $385,920 million, an 8.1% growth. This result represented an EBITDA margin of 66%. Upon deducting depreciation and amortization, we reached an EBIT (exploitation result) of COP $348,413 million. 3 Slide 10 shows the net financial expense, the income tax, and the net EMGESA profits. The net financial expense had a 2.4% increase during Q1 2015 compared to 2014, reaching COP $30,982 million. During this quarter, the financial expense dropped 5.5%, for a total of COP $34,840 million, as a result of the amortization generated by the COP $250,000 million third bond issuance in February 2015, which helped offsetting the effect of a greater CPI, which the interests of most of the company's financial debt is indexed to. Financial revenues dropped 41.6% compared to Q1 2014, as a result of lower cash balances during Q1 2015 due to the January dividend payment, the amortization with no refinancing of the bond maturity for COP $250,000 million, and the execution of the El Quimbo project. Finally, thanks to the above operational and financial results EMGESA reported profits before taxes - or EBT - of COP $317,476 million in Q1 2015, an 8.8% increase compared to 2014. However, net profits dropped 3.1% compared to Q1 2014, for a total of COP $192,945 million, as a result of the CREE surcharge. This result represents a net margin of 37.5%. Please join me now in slide 11 showing the Codensa financial results for Q1 2015. The Codensa operational results as of March 2015 had reached COP $869,893 million, an 8.9% increase compared to the previous year. This result is explained mainly by the greater PPI, compared to Q1 2014, and the greater demand of the Codensa area of influence. Operational costs, today called supplies and services, were COP $480,704 million, a 10.2% increase compared to the previous year, mainly due to the effect of the greater PPI of energy purchases under contracts. Other costs, such as personnel expenses and fixed exploitation expenses, were COP $108,680 million during Q1 2015, which include the wealth tax corresponding to 2015 under NIIF. These results allowed Codensa to achieve an EBITDA of COP $280,509 million, 2.7% below the March 2014 results, with an EBITDA margin of 33%. We achieved an exploitation result - or EBIT of COP $221,559 million after deducting depreciation and amortization. To conclude with the analysis of the Codensa financial results, please now join me in slide 12, where we will make emphasis in the Codensa net financial expense, the income tax, and its net profits. The net financial expense during Q1 2014 increased 15.5% compared to the previous year, reaching COP $28,148 million. Financial expenses grew 11.4%, for a total of COP $34,396, million as a result of greater inflation during 2015 and the greater debt compared to March 2014, resulting from the COP $185,000 bond issuance in September 2014. Financial revenues experienced a slight reduction compared to 2014, ending at COP $6,248 million. As a result of this, Codensa reported profits before taxes - or EBT - of COP $193,412 million, 5.2% lower than in Q1 2014. However, considering the effects of the CREE surcharge the company reported a 21% reduction in net profits, for a total of COP $105,273 million during Q1 2015. In slide 13 you will see the EBITDA evolution between Q1 2014 and Q1 2015. The EMGESA and Codensa accumulated EBITDA during Q1 2015 increased 3.3% compared to the previous year, an 8.1% increase in EMGESA and a 2.7% reduction in Codensa. The accumulated EBITDA during Q1 2015 reached COP $666,429 million, of which 58% was provided by the generation business and the remaining 42% by the distribution business. 4 As we mentioned, the increase in the EMGESA EBITDA is mainly the result of greater operational revenues, explained by the increase in pool sales made at higher average prices compared to the previous year, greater own generation, and the favorable effect of the PPI in contract prices. However, this increase was offset by accounting the 2015 wealth tax as a fixed exploitation cost. The Codensa EBITDA reduction is mainly the result of greater energy purchase costs compared to Q1 2014 and the effect of accounting for the wealth tax in 2015. Let's now look at the EMGESA cash flow evolution for the first quarter of this year. The operations' cash flow reached COP $375,750 million in Q1 2015, which were used to cover the maintenance CAPEX for COP $43,318 million and expansion costs for COP $199,163 million. Additionally, COP $74,561 million where used to pay company taxes, resulting in a free cash flow of COP $58,708 million, after which net financial expenses for COP $128,437 million were paid, as well as the January 2015 dividends for COP $326,354 million. With the above, EMGESA reported negative net free cash flows of COP $396,083 million during Q1 2015. Slide 15 shows the Codensa cash flow evolution as of March 2015. As of March 31 of 2015, the Codensa operational cash flow was COP $287,808 million. These resources allowed taking care of the company CAPEX for COP $134,146 million and paying COP $92,047 million in taxes. With this, Codensa achieved a free cash flow of COP $61,613 million in Q1 2015. Finally, after taking care of the COP $20,248 million net financial expense, dividends of COP $200,502 million in January 2015, the last net profits payment of 2013, and transferring revenues in December 2014 associated to the corporate cooperation agreement with Colpatria (Scotia Bank) for COP 90,954 million, we had a negative net free cash flow of COP $250,526 million in the first quarter of the year. To conclude this section, we will now present the Codensa and the EMGESA financial debt situations at the end of March 2015. As you may see in the graph in the upper left corner, as of the end of March 2015 the average Codensa debt peso cost was 8.98%, 8.81% for EMGESA. The average term was 4.37 years for Codensa, 7.30 years for EMGESA. The Codensa net debt was COP $838,948 million, EMGESA's having reached almost COP $3,100 million. Regarding the debt portion tied to a fixed rate, Codensa's entire debt is indexed to the Colombian CPI, while in EMGESA 22% of its total debt is tied to a fixed rate. As we mentioned at the beginning of this presentation, during 2015 companies in Colombia are undergoing a transition process to adopt the International Financial Information Norms (NIIF). For this reason, we have included a brief explanation on the effects - identified in our financial statements - caused by this change in the country's accounting principles. Let me start by reminding you that both EMGESA and Codensa belong to Group No. 1 according to local current norms under Law 1314 of 2009, regulated by Decrees 2784 of 2014, 3023 of 2013, and 2615 of 2014. According to local norms, companies in Group 1 are required to fully adopt NIIF according to the following implementation schedule: 1. The closing date of the opening balance was January 1 of 2014. Exemptions and exceptions set forth by NIIF 1 were applied once only. 5 2. The first transition general balance sheet comparison was made as of December 31 of 2014. 3. The financial statements' adoption date is December 31 of 2015. The following slides explain the main effects on the companies' general balance sheet and income statements after the NIIF implementation. Slide 18 shows the main effects on the EMGESA general balance sheet, comparing results as of December 31 of 2014 under both GAAP and NIIF. Let's first talk of company assets as of December 31 of 2014. This item in the general balance sheet showed a 22% reduction after adopting NIIF, going from COP $10,000 million to COP $8,200 million. The main NIIF adjustments explaining this change are the lower costs of properties, plant, and equipment resulting from the change to the historical net cost valuation method of assets, selected by EMGESA and Codensa according to practices adopted by the ENEL group. This method does not consider inflation adjustments or valuations. Also, there are effects from the greater value of the employees' credit portfolio, which after adopting NIIF will be valued at market rates, and the reduction in intangible assets. Liabilities as of December 31 of 2014 showed a slight 0.04% increase, mainly affecting the financial debt and calculation of actuarial liabilities. Regarding the financial debt, under NIIF leasing operations are accounted for in total debt, increasing their value. On the other hand, from the NIIF implementation bond issuance costs will be recognized by reducing the principal value in the general balance sheet, which will be offset with a higher effective rate that will be recognized in financial expenses. Regarding actuarial liabilities, additional benefits will be recognized, such as the employees' severance payments and five-year payments in this item. Finally, the December 31 of 2014 equity shows a 45% reduction, going from COP $5,200 million to COP $2,800 million as a result of the recognition of adjustments from having adopted NIIF in the accumulated gains account, elimination of inflation adjustments, and equity revaluation. Slide 19 shows the main changes in the EMGESA income statement as of December 31 of 2014 as a result of having adopted NIIF. In 2014 the net EMGESA profits had a slight 0.7% increase as a result of having adopted NIIF. The main adjustments in the income statements are: 1. Upon properties, plant, and equipment having been reduced, the associated depreciation expenses are also reduced upon not recognizing inflation adjustments. 2. One of the most significant effects is the one on taxes upon recognizing the deferred tax in the income statement and recognizing the wealth tax in 2015, from January 1 on. The latter is not evident in December 31 of 2014 but, as explained, does have a significant effect on the Q1 2015 results. EMGESA and Codensa had the possibility of entering the wealth tax off the income statement according to the local legislation; however, the decision was made to fully adopt it. 3. Finally, there is a mild effect on account of greater personnel expenses upon recognizing the valuation difference of benefits to employees at market rates. Now, in slide 21 we will review the main effects on the Codensa general balance sheet from the NIIF adoption. 6 The December 31 of 2014 Codensa assets show a 17% reduction, going from COP $5,500 million to COP $4,600 million. The main adjustments from having adopted NIIF are explained by the greater value of the employees' portfolio upon having recognized benefits at market rates, and a reduction of properties, plant, and equipment from the change to the net cost valuation method, which as already mentioned does not take into account inflation adjustments or fixed asset valuations. The December 31 of 2014 Codensa liabilities show a slight 3% reduction as a result of recognizing the deferred tax, which after adopting NIIF should be reported net in the general balance sheet. In the Codensa case, the deferred tax is shown in the active portion of the general balance sheet due to the effect of the accelerated depreciation applied in the past. On the other hand, there is a financial debt greater value as a result of having included the operational leasing operations. Finally, the Codensa December 31 of 2014 equity has a 32% reduction, going from COP $2,700 million to COP $1,900 million. As with EMGESA, the main reason for this change is the recognition in equity of all adjustments made due to the conversion to NIFF norms and the elimination of the valuation surplus and the equity revaluation. Continuing with the effects brought to Codensa by the NIIF adoption, we will now go to slide 21 to see the effects on company net profits. For 2014, the Codensa net profits increased by 6.8% due to the effect of the NIIF adoption, going from COP $507,321 million to COP $53,669 6 million. The main reason for this is lower depreciation, which as mentioned for EMGESA, is caused by a lower base of properties, plant, and equipment. In the Codensa case there are also the mentioned adjustments regarding the recognition of the deferred tax and the wealth tax, as well as the recognition of personnel expenses. I now invite you to the conclusion section of this presentation. I would like to close this presentation with four key issues: 1. First, the operational revenues' and the companies' growth in the generation business due to greater own generation, better pool prices, and higher PPIs in contract prices. 2. Second, the moderate growth of the energy demand in the Codensa area of influence and the positive behavior of the city's organic growth, maintaining its participation in the national regulated market. 3. Third, investments for COP $286,425 million during Q1 2015 in strategic expansion projects to guarantee the energy offer in Colombia, such as El Quimbo, and to guarantee the system's reliability, such as the Bacata Substation expansion. 4. Fourth, despite the positive results at the operational level for the two companies in Colombia, there were significant effects as a result of: a. the tax reform approved by the National Government at the end of 2014, which brought increases to the effective rate of the two companies, and b. the adoption of international norms on financial information (NIIF) burdening the companies' EBITDA with new taxes such as the wealth tax. This concludes our presentation. Thank you for your participation. Both the Investors Relations equipment and I will be available to answer your questions or clarify any doubt you may have. 7 Please remember that this conference is being recorded and that the Spanish and English transcriptions will be available at the EMGESA and Codensa webpages. We will now open the conference to the Q&A session. 8