ECOPETROL S.A. (Exact Name of Registrant As Specified in Its Charter)
Total Page:16
File Type:pdf, Size:1020Kb
As filed with the Securities and Exchange Commission on April 19, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number: 001-34175 ECOPETROL S.A. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) REPUBLIC OF COLOMBIA (Jurisdiction of incorporation or organization) Carrera 13 No. 36 – 24 BOGOTA – COLOMBIA (Address of principal executive offices) Tel. (571) 234 4000 Andrés Felipe Sánchez Investor Relations Officer [email protected] Tel. (571) 234 5190 Carrera 13 N.36-24 Piso 5 Bogota, Colombia (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered: American Depository Shares (as evidenced by American Depository Receipts), New York Stock Exchange each representing 20 common shares par value COP$609 per share Ecopetrol common shares par value COP$609 per share New York Stock Exchange (for listing purposes only) Title of each class Name of each exchange on which registered: 7.625% Notes due 2019 New York Stock Exchange 5.875% Notes due 2023 New York Stock Exchange 4.125% Notes due 2025 New York Stock Exchange 5.375% Notes due 2026 New York Stock Exchange 7.375% Notes due 2043 New York Stock Exchange 5.875% Notes due 2045 New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 41,116,694,690 Ecopetrol common shares, par value COP$609 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes _ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). N/A Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer _ Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP _ International Financial Reporting Standards as issued by Other the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No Annual Report on Form 20-F 2017 1. Introduction 1 1.1 About This Report 1 1.2 Forward-looking Statements 1 1.3 Selected Financial and Operating Data 2 2. Strategy and Market Overview 4 2.1 Our Corporate Strategy 5 3. Business Overview 7 3.1 Our History 7 3.2 Our Corporate Structure 7 3.3 Our Business 8 3.4 Exploration and Production 9 3.4.1 Exploration Activities 9 3.4.1.1 Exploration Activities in Colombia 9 3.4.1.2 Exploration Activities Outside of Colombia 11 3.4.2 Production Activities 13 3.4.2.1 Production Activities in Colombia 13 3.4.2.1.1 Ecopetrol S.A.’s Production Activities in Colombia 13 3.4.2.1.2 Ecopetrol S.A.’s Affiliates and Subsidiaries’ Production Activities in Colombia 19 3.4.2.2 Production Activities Outside Colombia 21 3.4.2.3 Marketing of Crude Oil, Natural Gas and Refined Products 22 3.4.3 Reserves 24 3.4.4 Joint Venture and Other Contractual Arrangements 30 3.5 Transportation and Logistics 34 3.5.1.1 Transportation Activities 34 3.5.1.2 Pipelines 36 3.5.1.3 Export and Import Facilities 37 i 3.5.2 Other Transportation Facilities 38 3.5.3 Marketing of Transportation Services 38 3.6 Refining and Petrochemicals 38 3.6.1 Refining 38 3.6.1.1 Barrancabermeja Refinery 39 3.6.1.2 Reficar 40 3.6.1.3 Polipropileno del Caribe S.A. 42 3.6.1.4 Biofuels 42 3.6.2 Marketing and Supply of Refined Products 42 3.7 Research and Development; Intellectual Property 42 3.8 Applicable Laws and Regulations 43 3.8.1 Regulation of Exploration and Production Activities 43 3.8.1.1 Business Regulation 43 3.8.1.1.1 Environmental Licensing and Prior Consultation 44 3.8.1.1.2 Royalties 45 3.8.2 Regulation of Transportation Activities 46 3.8.3 Regulation of Refining and Petrochemical Activities 47 3.8.3.1 Regulation of Liquefied Petroleum Gas (LPG) and Liquid Fuels 48 3.8.3.2 Regulation Concerning Production and Prices 48 3.8.3.3 Regulation of Biofuel and Related Activities 50 3.8.4 Regulation of the Natural Gas Market 50 3.9 Sustainability Initiatives 52 3.9.1 HSE 52 3.9.1.1 Ecopetrol S.A. 52 3.9.1.2 Cenit 55 3.9.1.3 Refinería de Cartagena 55 3.9.2 Human Rights 56 3.9.3 Environmental Sustainability 56 ii 3.9.3.1 Environmental Practices 56 3.9.4 Energy Initiatives 57 3.10 Related Party and Intercompany Transactions 57 3.11 Insurance 62 3.12 Human Resources/Labor Relations 64 3.12.1 Employees 64 3.12.2 Collective Bargaining Arrangements 65 4. Financial Review 66 4.1 Factors Affecting Our Operating Results 67 4.2 Effect of Taxes, Exchange Rate Variation, Inflation and the Price of Oil on our Results 68 4.2.1 Taxes 68 4.2.2 Exchange Rate Variation 70 4.2.3 Effects of Inflation 71 4.2.4 Effects of the Price of Oil 71 4.3 Accounting Policies 72 4.4 Critical Accounting Judgments and Estimates 72 4.5 Operating Results 73 4.5.1 Consolidated Results of Operations 73 4.5.1.1 Total Revenues 73 4.5.1.2 Cost of Sales 74 4.5.1.3 Operating Expenses before impairment of non-current assets effects 75 4.5.1.4 Impairment of non-current assets 76 4.5.1.5 Finance Results, Net 77 4.5.1.6 Income Tax 78 4.5.1.7 Net Income (Loss) Attributable to Owners of Ecopetrol 78 4.5.1.8 Segment Performance and Analysis 79 4.5.1.9 Exploration and Production Segment Results 80 4.5.1.10 Transportation and Logistics Segment Results 83 iii 4.5.1.11 Refining and Petrochemicals Segment Results 84 4.6 Liquidity and Capital Resources 85 4.6.1 Review of Cash Flows 86 4.6.2 Capital Expenditures 87 4.6.3 Dividends 87 4.7 Summary of Differences between Internal Reporting (Colombian IFRS and IFRS) 87 4.8 Financial Indebtedness and Other Contractual Obligations 89 4.9 Off Balance Sheet Arrangements 90 4.10 Trend Analysis and Sensitivity Analysis 91 5. Risk Review 93 5.1 Risk Factors 93 5.1.1 Risks Related to Our Business 93 5.1.2 Risks Related to Colombia’s Political and Regional Environment 104 5.1.3 Legal and Regulatory Risks 107 5.1.4 Risks Related to Our ADSs 109 5.1.5 Risks Related to State Ownership 111 5.2 Risk Management 111 5.2.1 Managing Risk through Our Internal Control System 111 5.2.2 Managing Information Security and Cybersecurity 113 5.2.3 Managing Financial Risk 113 5.3 Legal Proceedings and Related Matters 115 6. Shareholder Information 120 6.1 Shareholders’ General Assembly 120 6.2 Dividend Policy 121 6.3 Market and Market Prices 121 6.4 Ecopetrol ADR Program Fees 124 6.5 Taxation 125 6.5.1 Colombian Tax Considerations 125 iv 6.5.2 U.S.