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SPECIAL REPORT

INFRASTRUCTURE NOVEMBER 3, 2011

Table of Contents:

SUMMARY RATING RATIONALE 2 OUTLOOK 3 CORPORATE PROFILE 3 GROUP STRUCTURE AND CAPITALIZATION 4 NON-CONTROLLED SUBSIDIARIES 9 EEB’S INTERCOMPANY SUBORDINATED LOANS 11 SHAREHOLDER’S STRUCTURE 11 DIVIDEND POLICY 12 CORPORATE GOVERNANCE 13 MANAGEMENT STRATEGY 13 KEY RATING CONSIDERATIONS 14 SUBSTANTIAL EXPOSURE TO REGULATED ACTIVITIES UNDER RELATIVELY STABLE AND PREDICTABLE FRAMEWORKS 15 SIGNIFICANT RELIANCE ON CASH FLOWS UP-STREAMED FROM NON-CONTROLLED SUBSIDIARIES 16 CONTROLLED SUBSIDIARIES ARE EXPECTED TO SLOWLY GAIN RELEVANCE 16 CREDIT METRICS DRIVEN BY RELATIVELY MODEST ADDITIONAL INDEBTEDNESS TO FUND CAPEX 17 GOVERNMENT-RELATED ISSUER CONSIDERATIONS 18 GRI METHODOLOGY – SCORECARD OUTPUT RANGE 20 OTHER RATING CONSIDERATIONS 20 LIQUIDITY PROFILE 21 EEB’S DEBT MATURITY PROFILE 21 PEER COMPARISON 21 KEY COVENANTS UNDER THE TERMS AND CONDITIONS OF THE PROPOSED NOTES 22 APPENDIX 23

Analyst Contacts:

NEW YORK 1.212.553.1653

Natividad Martel, CFA 1.212.553.4561 Assistant Vice President-Analyst [email protected]

» contacts continued on the last page

Empresa de Energía de Bogotá S.A. E.S.P. (EEB)

Moody's Investors Service has assigned a (P)Baa3 foreign currency rating to the proposed issuance of up to US$ 610 million in senior unsecured notes due in 2021 to be issued by Empresa de Energía de Bogotá S.A. E.S.P. (EEB). The outlook is stable. This is the first time Moody’s has assigned a rating to EEB.

Proceeds of the offering will be used to fund the early redemption of the issuer’s wholly-owned subsidiary EEB International Limited’s US$610 million outstanding 8.75% 7-year senior unsecured notes due in 2014, after exercising of the embedded call option.

Headquartered in Bogota, Colombia, Empresa de Energía de Bogotá S.A. E.S.P. EEB is an operating transmission company and a holding company that holds equity stakes in controlled and non-controlled subsidiaries that conduct their businesses in Colombia, Peru and Guatemala. As of June 30, 2011, EEB had, on a standalone basis, assets totaling Colombian Pesos 9,553.8 billion (equivalent to around US$5 billion) and recorded last twelve-months Funds from Operations of around Colombian Ps 540 billion (around US$290 million).

Moody’s has reviewed preliminary draft legal documentation for the proposed senior unsecured notes and the assigned rating assumes that there will be no material variation from the drafts reviewed and that all agreements will be legally valid, binding and enforceable.

mailto:[email protected]�

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SPECIAL REPORT: EMPRESA DE ENERGÍA DE BOGOTÁ S.A. E.S.P. (EEB)

Summary Rating rationale

The (P)Baa3 rating reflects EEB’s ownership structure and linkages with the District of Bogota (Baa3, stable). It is Moody’s understanding that pursuant to Agreement nr 01, 1996, the District of Bogota is required to hold at least a 51% ownership stake in the issuer. Given the District’s majority ownership stake, EEB falls under the scope of Moody's rating methodology for government-related issuers (GRIs). The rating reflects Moody's assessment of a strong probability of extraordinary support from the municipality and a moderate level of dependence. The latter reflects the degree to which the District is exposed to the same risks as those that would affect credit quality at EEB. EEB’s Base Credit Assessment (BCA), which is a representation of its intrinsic creditworthiness before taking into account possible extraordinary support from the municipality, is 11 (maps to Ba1) based on a scale of 1-21 in which 1 indicates the highest credit quality (Aaa).

EEB’s BCA reflects the material structural subordination that results from the fact that despite its own transmission operations the vast majority of EEB’s historical and future cash flows are associated with the dividends and interest payments received from its subsidiaries. EEB’s BCA incorporates the group’s substantial exposure to regulated subsidiaries that operate in relatively stable and predictable regulatory environments. However, it also recognizes that the bulk of those cash flows are up-streamed from non-controlled subsidiaries, albeit the visibility of EEB’s cash flows is enhanced by their historical aggressive distribution policies.

The BCA is largely capped by the uncertainty in connection with the successful completion of the material transmission and natural gas capital expenditure (capex) projects currently being pursued via two controlled subsidiaries in Guatemala and Peru. Nevertheless, Moody’s acknowledges the resulting diversification benefits and expects that EEB will continue funding these projects in a prudent manner with relatively modest incurrence of indebtedness at the holding company to fund its agreed upon equity contributions and intercompany loans.

The BCA incorporates the assumption that proceeds raised in connection with the issuance of the proposed notes will be fully used to redeem EEB’s outstanding indebtedness. The BCA also acknowledges that EEB used cash on its balance sheet to fund the acquisition of its ownership-stakes in Promigas and Cálidda completed earlier this year, as well as the expectation that the initial public offering of over Colombian Pesos 1,000 billion (equivalent to around US$520 million) is closed in early November 2011. It also assumes that EEB will continue reporting key credit metrics that are well positioned within its current BCA rating category, and will maintain an adequate liquidity profile in the absence of material debt maturities and despite not having any committed credit facilities in place.

Proceeds of this offering are expected to be used to prepay the loan that EEB entered into with Hollandische Bank-Unie N.V. on October 31, 2007, such that its wholly-owned subsidiary EEB International Limited can redeem the US$610 million outstanding 8.75% 7-year senior unsecured notes due in 2014 after exercising the embedded call option shortly.

The principal methodologies used in rating EEB are the Moody's Regulated Electric and Gas Utilities published in August 2009 as well as the Government Related Issuers: Methodology Update published in July 2010.

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Outlook

The outlook on EEB’s ratings is stable, which is based on Moody's belief that EEB will continue to benefit from the strong cash distributions received mainly from its uncontrolled subsidiaries, that it will be able to successfully complete the ongoing major capex programs in Guatemala and Peru, and that the relevance of the controlled subsidiaries, including Transportadora de Gas Internacional S.A E.S.P. (TGI), will increase over time in terms of cash flow contributions. It also incorporates our expectation that any new material investments will focus exclusively on regulated operations and will be funded in a prudent fashion, such that EEB reports key credit metrics that compare well with the current BCA-rating. The stable outlook is also based on the successful close of the current initial equity offering.

What could change the rating up

The BCA rating of EEB could be upgraded if over the long term its reliance on its controlled subsidiaries increases significantly such that they exceed the un-controlled subsidiaries in terms of cash flow contributions. Quantitatively, an upgrade could be triggered if EEB reports RCF over total debt in the mid to high teens, on a sustainable basis The FC senior unsecured rating could be reviewed upwards if the rating of the District of Bogota is upgraded, and Moody’s considers the strong level of support and high dependence factors are still appropriate.

What could change the rating down

The BCA rating could be downgraded if the ongoing capex program pursued via Trecsa (Guatemala) and/or Contugas (Peru) is poorly executed. Negative momentum could be triggered if the cash upstreams received by EEB deteriorate substantially and/or indebtedness increases significantly above anticipated levels such that the credit metrics deteriorate, specifically, if CFO pre-W/C interest coverage and CFO pre-W/C to debt fall below 2.0x and the mid teens, respectively, on a sustainable basis. Apart from a change in the standalone fundamental credit quality of the issuer, the rating of the notes could be downgraded if EEB decided to incur significant amounts of secured debt as a proportion of total debt. Moreover, a downgrade in the District of Bogota’s foreign currency rating and/or a perception that a lower degree of support from the District is applicable could also negatively affect EEB’s rating.

Corporate Profile

Headquartered in Bogota, Colombia, Empresa de Energia de Bogota S.A. E.S.P. (EEB) is an operating transmission company and a holding company that holds interest stakes in controlled and non-controlled subsidiaries that conduct their businesses in Colombia, Peru and Guatemala. As depicted in the table below EEB reported end of June 2011, on a standalone basis assets totaling around Colombian Pesos 9,600 billion (around US$5 billion) and recorded last twelve months Funds from Operations of around Colombian Ps 540 billion (around US$290 million).

The table below depicts some of EEB’s standalone and consolidated (includes controlled subsidiaries) key financial data. Given EEB’s dependence on its subsidiaries’ dividend distributions to service its debt, we consider in our assessment mainly EEB’s standalone financial data and credit metrics.

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FIGURE 1

ASSETS (Colombian Ps million) 2006 2007 2008 2009 2010 LTM 2Q'11

EEB consol Total assets 5,825,146 9,797,506 10,119,544 11,056,510 11,842,206 12,873,567

EEB standalone Total assets 5,802,031 8,151,783 8,280,583 8,916,265 9,742,023 9,553,803

% standalone over consol assets 99.6% 83.2% 81.8% 80.6% 82.3% 74.2%

DEBT (Colombian Ps million) 2006 2007 2008 2009 2010 LTM 2Q'11

EEB consol Total debt 203,141 3,199,013 3,450,712 3,199,778 2,952,660 3,433,359

EEB standalone Total debt 193,011 1,640,009 1,729,379 1,631,399 1,484,218 1,523,568

% standalone over consol debt 95.0% 51.3% 50.1% 51.0% 50.3% 44.4%

CFO (Colombian Ps million) 2006 2007 2008 2009 2010 LTM 2Q'11

EEB consol FFO 310,422 621,523 613,566 660,903 1,063,002 1,475,675

EEB standalone FFO 300,160 495,455 417,098 453,625 958,815 539,881

% standalone over consol FFO 96.7% 79.7% 68.0% 68.6% 90.2% 36.6%

CFO (Colombian Ps million) 2006 2007 2008 2009 2010 LTM 2Q'11

EEB consol CFO 218,928 656,997 646,383 429,549 1,126,743 2,066,145

EEB standalone CFO 177,164 (247,640) 360,256 304,380 1,084,804 1,240,406

% standalone over consol CFO 80.9% -37.7% 55.7% 70.9% 96.3% 60.0%

EEB has progressively increased its investments in controlled subsidiaries over the last five years, including the incorporaton of TGI in 2007, the acquisition of indirect or direct majority stakes in ECC and Cállida during 2009 and 2011. As a result, the relative importance of its standalone key financial data compared to the consolidated statements has decreased somewhat.

During the financial year ended December 31, 2010, EEB reported two separate accounting periods: 10 months ended October 31, 2010 and 2 months ended December 31, 2010. Moody’s understands that this decision allowed EEB to declare more dividends than would otherwise be allowed under Colombian corporate laws. We also understand that EEB’s election was largely driven by its key non-controlled subsidiaries’ decision (namely Emgesa, Codensa and Gas Natural) to also split their financial years into two separate accounting periods to be able to distribution additional dividends.

Group Structure and Capitalization

The chart below depicts EEB’s controlled and non-controlled subsidiaries organized by the two lines of businesses, namely natural gas and electricity. EEB’s own electric transmission operations (Colombian market share of around 8%) as well as the vast majority of its controlled and non-controlled subsidiaries (except for the Colombian power generation company Emgesa) are subject to regulation in Colombia, Peru or Guatemala.

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SPECIAL REPORT: EMPRESA DE ENERGIA DE BOGOTA S.A. E.S.P. (EEB)

FIGURE 2

Org chart

51.5% 2.5% 40% 98.40% 51.5% 16.2% 68.1% 25% 75% 100%

15.6%

60% 60%

51% 60%

49%1.8% 25%

82%

40%

controlled subs

Tx-project in the south of Peru

(completion end 2013/early 2014)

Codensa (Col)

DECSA (Holdco)

EEB Peru Holdings

Gas Natural/ Fenosa (Col)

ISA (Col; Issuer Rating; Baa3, stable)

TGI (Col)EMSA (Col)

EE Cudinamarca (EEC; Col)

LoB: Natural Gas

Transport Distribution

LoB: Electricity

Trecsa (Guatemala)

new project under construction won under

auction during 2010; scheduled completion in

2013

REP Peru CTM Peru

Promigas (Col)

Calidda (Peru)

ConTugas (Peru)

Empresa de Energia de Bogota (EEB) - operating Transmission company

Distribution

Emgesa (Col)

Generation

Isagen (Col)

Transmission

40%

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The table below depicts the breakdown of EBB’s reported dividends received and interest earned (primarily from inter-company loans). It hightlights the fact that the bulk of EBB’s dividends are upstreamed from non-controlled subsidiaries:

FIGURE 3

Dividends and interest received

EEB's breakdown of div and interest earned (Col Ps m) 2007 2008 2009 2010

6m June 2011

Emgesa 263,594 189,957 213,304 479,674 (*) 80,538

Codensa 253,824 196,754 226,254 443,189 (*) 69,216

Gas Natural 39,368 48,099 62,841 116,442 (*) 17,590

EMSA 1,369 5,030 1,535 4,617 4,501

EEC - - - 8,345 -

ISA 1,683 2,527 2,749 2,915 -

ISAGEN 2,723 3,415 3,759 3,849 -

REP 12,632 - - - -

Transmantaro 5,468 - - - -

Other 92,959 81,286 70,981 102,540 (**) 35,565

Total Dividends and interest earned (reported under Adjusted consolidated EBITDA)

673,620 527,068 581,423 1,161,571 207,410

Transcogas' + TGI's Interest payments sub loan + fees under technical agreements

65,228 71,253 75,990 72,523 28,814

EEB' s reported standalone FFO 495,455 417,098 453,625 958,815 539,881

Amount on account of capital distributions (in Col Ps m) – reported under CFI

- - - 229,120 -

Source: OM EEB's notes, EEB's standalone FS, and TGI's FS

(*) As mentioned previously the non-controlled subsidiaries Emgesa, Codensa and Gas Natural reported two separate accounting peiods to be able to make additional dividend distributions to their shareholders. This drives the substantial increase during 2010 in dividends received from these entities. On top of that, Emgesa reduced capital during 2010. EEB attained shareholders’ approval to reduce its own capital on account of this additional inflow that was reported under its cash flows from investments.

(**) Moody’s understands that thess amounts include interest income other than amounts due under TGI’s subordinated loan since EEB consolidates TGI’s operations.

The paragraphs below provide a brief description of the operations of EBB’s key controlled and non-controlled subsidiaries. The relevance is defined in terms of either their current or future dividend distributions and growth opportunities or funding requirements for their capex program.

Controlled subsidiaries - EEB’s controlled subsidiaries include:

TGI S.A. E.S.P. – TGI was incorporated in February 2007 to acquire the natural gas transportation assets from the government-owned Ecogas for around ColPs 3,250 million (about US$1.46 billion). TGI ranks as one of the two main natural gas transportation companies operating in Colombia in terms of the country’s total capacity (over 49%) and assets (around 60%), respectively. TGI’s service territory accounts for around 70% of the Colombian population and where approximately 70% of the country’s GDP is generated. TGI’s pipeline system connects the main gas production fields in La Guajira and Cusiana that account for 39% and 56% of the natural gas injected into TGI’s system, respectively, along with several important distribution areas and consumption centers, including

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Bogota, Medellin and Cali. TGI’s good operational data is underpinned by the fact that the assets are relatively new.

FIGURE 4

TGI's Key operational data

2007 2008 2009 2010 Jun-11

Length (km) – owned not all operated 3,702 3,702 3,529 3,774 3,774

Total Capacity (MCFD) 443 443 443 513 583

Volumes transported (MCFD) 369 370.3 395.9 422.3 424.2

Load factor (nominations/capacity) 67.6% 66.1% 69.1% 71.2% n.a.

Availability 99.4% 99.3% 99.5% 99.2% n.a.

Losses 0.75% 0.08% 0.21% 0.56% n.a.

Capacity under firm contracts (MCFD) 390 427 415 485 566

% of total capacity under firm contracts 88% 96.40% 93.70% 94.50% 95.50%

Source: TGI’s Investor reports

In 2007, TGI started the direct operation of 1,901 km of its acquired pipelines, while the remainder were subject to Build Operate Maintain and Transfer (BOMT) contracts. Upon their expiration TGI has exercised the embedded purchase option and currently operates 2,864 km of the natural gas pipelines. Moody’s anticipates that TGI will exercise the option over the two remaining key pipelines still under BOMT contracts expiring in 2012 (760 km) and 2019 (150km), respectively. The purchase price option that equals 1% of the construction asset aggregates to less than US$6 million is not considered material.

EEB’s interest stake in TGI dropped slightly to 97.8% after it absorbed in May 2010 the assets of EEB’s smaller natural gas transportation subsidiary, Transcogas S.A. E.S.P.; however, this position was subsequently diluted to 68.05% after TGI issued $400 million equity in March 2011to the venture capital firm CV Citi. We note that TGI used a portion of these proceeds to refund to EEB the US$230 million loan granted to aid TGI in the construction of the Cuisina project, while earmarking the balance to fund other investments.

TGI is in the tail-end of its material capex program that started in late 2008 to increase the transportation capacity of two of its key pipelines, namely the Ballena (capex: US$216 million) and the Cuisiana (total capex over two phases: US$450 million) expansion projects. Completion of the second phase of the latter is expected before year-end, while the first project began operations during the third quarter of 2010. An additional project to construct the La Sabana Natural Gas compression station (capex US$57 million) started earlier this year with an expected completion in October 2013.

EEB has not received any dividend distributions from TGI since its inception but only cash flows associated with the fees payable under the 20-year technical agreement (1.4% of TGI’s EBITDA; 2010 about US$3.4 million; 2009: US$2.5 million) as well as the interest payments due under the current intercompany US$370 million 8.75% subordinated loan maturing in 2017. Together with an initial equity contribution of US$340 million (around 23% of the total) the loan was granted in 2007 to aid TGI in funding the acquisition of the Ecogas assets The remainder was financed with the proceeds raised under TGI’s outstanding 9.5% US$750 million senior unsecured global notes due in 2017 that

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have an embedded call option that can be exercised starting in October 2012. Moody’s expects that the subordinated inter-company loan will be extended upon expiration albeit terms and conditions may be renegotiated.

Moody’s anticipates that TGI will pursue new expansion opportunities in Colombia and potentially abroad as they materialize; however, we anticipate that these will be funded in a prudent fashion. Moody’s also notes that TGI could start making dividend distributions over the medium term subject to complying with certain covenants, and its dividend payout ratio capped at 50% under the terms and conditions of its outstanding global notes.

Cálidda – EEB’s total ownership-stake in this Peruvian natural gas distribution company is 66.2% after acquiring AEI Holding’s 60% interest in the company in February 2011 for US$111 million. Moody’s understands that this was funded with EEB’s own cash balances. The remaining equity is held via the non-controlled subsidiary Promigas (see below). Cálidda is currently the only natural gas distribution company in the country. Its operates under a renewable Build Own Operate and Transfer (BOOT) concession agreement, the first part of which is scheduled to expire in 2033 albeit these agreements are subject to 10 year extensions up to 60 years. The subsidiary currently serves around 54,000 regulated customers in the Department of Lima and the Province of Callao that have a population of around 9 million people. However, Resolution no. 037-2010, dated April 29 2010, amended the concession agreement for Cálidda to serve 91,000 customers by 2015. During 2010, Cálidda invested US$ 34 million. The goal of its material capital outlay program is to expand its natural gas systems in the Department of Lima and the Province of Callao to supply natural gas to 1.6 million households by 2020. Completion of Phase 1 (capex: US$74.7 million) and Phase 2 (capex: US$54 million) are scheduled for March 2012 and January 2015, respectively. Moody’s understands that EEB will not make any equity contributions in connection with the funding of these projects. Although the acquisition of Cálidda and Promigas became effective early this year, Moody’s expects that EEB will not start receiving dividends from these subsidiaries before 2012 given the terms of the acquisition agreement with the previous shareholders. We also anticipate that the dividend payments will increase upon completion of the first phase of the expansion project.

DECSA - In 2009, EEB acquired together with Codensa (49% interest) the Colombian government’s 82.34% participation in the regulated electric utility Empresa de Energia de Cundinamarca S.A. E.S.P (ECC) for ColPs 218,332 million. As depicted below, EEB started receiving dividend distributions from ECC during 2010 of ColPs 8,345 million (around US$ 5 million). EEB’s management expects these dividends will step up upon successful implementation of significant strategic initiatives to improve the company’s operational performance (to reduce electricity losses) and financial performance.

Transportadora de Centroamerica S.A. (TRECSA) – In December 2009, EEB won the public auction for the construction and operation of an 850 km transmission line in Guatemala. Upon completion scheduled before year-end 2013 this will account for 47% of the country’s transmission assets. EEB is pursuing this project via TRECSA in which it holds a 96% equity interest. The associated total capex amounts to US$373 million. Moody’s anticipates that EEB will not make further equity contributions in addition to the US$88 million (around 32% of the total investment) already paid in, but the remainder will be financed via a subordinated intercompany loan and indebtedness to be incurred in the local market by Trecsa.

CONTUGAS S.A.C.- Incorporated in June 2008 this Peruvian subsidiary has a 30-year concession for the construction of natural gas transportation and distribution assets in the Department of ICA

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(Southern Peru). The capital outlays required for the project are estimated at around US$280 million with its completion expected before year-end 2013. EEB holds a 75% ownership stake in Contugas, while TGI holds the remainder. During 2009 and 2010, EEB and TGI contributed US$81.5 million in equity based on their respective interests with the aggregate amount expected not to exceed US$87 million. Moody’s expects that the remainder will be funded with a combination of an intercompany subordinated loan and indebtedness to be incurred by Contugas in the local market.

Non-Controlled subsidiaries

As depicted above, EEB receives the bulk of its cash flows from its non-controlled subsidiaries, namely the unregulated generation company Emgesa as well as the regulated electric and natural gas utilities Codensa and Gas Natural S.A. E.S.P.

This significant reliance was particularly evident during 2010 when these companies closed financial books early at October 31st to be able to declare additional dividends. Over recent years, these entities accumulated material amounts of cash since the expansion of their core operations was limited by the Colombian regulatory restrictions that impose market share caps on their core operations mentioned below. The cash surplus could not be distributed to their shareholders since they had already declared dividends over 100% of their distributable net income. Moody’s understands that their decision to report two separate accounting periods, 10 months ended October 31, 2010 and 2 months ended December 31, 2010, enabled them to payout additional dividends.

Although EEB holds a 51.5% stake in the capital stocks of Codensa and Emgesa, it only owns 42.85% and 43.6% of their common voting stock, respectively. Preferred non-voting stocks account for the balance. It is Moody’s understanding that upon enactment of Law No 142 and No 143 as well as the Resolution 126/97 issued by the Colombian Electricity and Natural Gas Regulatory body (CREG), EEB started in 1997 a restructuring process to improve its financial position, to expand its transmission asset base as well as to improve the quality of its services. In connection with these initiatives, the District of Bogota decided to spin off EEB’s electricity generation and distribution assets under a public auction won by the Endesa Group. The assets were transferred to two newly formed entities, namely Emgesa and Codensa. Enersis (Baa2; stable), Endesa Chile (Baa2; stable) and Endesa Latinamerica became the controlling shareholders of those companies. Under the Shareholders agreements, EEB has certain veto rights affecting Emgesa and Codensa. Certain key decisions such as dividend distributions of less than 50% of the net profits require approval of at least 75% of the voting shares.

Emgesa S.A. E.S.P. – With 2,914MW installed capacity Emgesa ranks as the second largest generation company in Colombia. With a market share of around 24% it is close to the legal market share limit of 25% of the country’s total Firm Energy. Growing domestic power demand drives the authorities’ new Firm Energy allocations, and Emgesa is currently constructing the 400MW El Quimbo hydroelectric plant (total capex: US$837.2 million) to be funded with up to 80% indebtedness (20% with internally generated funds). Construction started this year and the facility is expected to become operational in 2014. Despite this material capex program ahead, Emgesa continued during 2010 its aggressive dividend distribution policy including a capital reduction of over ColPs 450 billion of capital (EEB’s share: ColPs 229,120 million).

Codensa S.A. E.S.P. –With around 2.5 million customers (2.2 million of which are located in Bogota and surrounding areas) Codensa is the largest electric utility in Colombia. Its market share approximates 25% which is the maximum allowed under the current regulation.

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Gas Natural S.A. E.S.P.– This natural gas distribution company serves around 1.7 million customers in Bogota which represents a market share of around 29% and ranks among the largest natural gas distribution companies in Colombia. Starting in 2015, regulation will cap this company’s market share to a maximum of 30%. Also under the regulation EEB’s interest stake in this natural gas distribution company is limited to 25%.

Red de Energia del Peru SA (REP) and Consorcio Transmantaro SA (Transmantaro) - EEB has 40% voting share interest in the Peruvian transmission companies REP and Transmantaro, with the remainder owned by the largest Colombian electric transmission company, Interconexion Electrica S.A. E.S.P. (ISA; Baa3, stable). REP and Transmantaro operate under concession agreements attained in 2002 (30 years) and 1998 (33 years), respectively. They account for around 64.71% of the Peruvian electricity transmission system. Both companies are currently not distributing any dividends amid their substantial investment programs to extend their system capacity and/or develop new concessions. Current projects’ associated investments amount to US$630 millions for Transmantaro and US$266 million for REP. Moody’s anticipates that EEB will be making pro-rata equity contributions for the development of these projects. We note that under the Shareholder’s agreements, supermajority of 70% of the votes is required for decisions related to dividends distributions other than the amount available or for the issuance of new shares. EEB has also a right of first refusal if ISA decides to dispose its ownership-stake.

PROMIGAS S.A. E.S.P. – In early 2011, EEB participated with other investors in AEI’s disposal of its 52.13% interest stake in Promigas. EEB paid around USD237.9 million for its acquired 15.6% stake in the company. This company is the other large Colombian natural gas transportation company and also holds ownership stakes in three natural gas distribution companies in Colombia that serve over two million customers, namely Gas del Caribe S.A. E.S.P., Gases de Occidente S.A. E.S.P. and Surtigas S.A. E.S.P., as well as a 40% interest in Cálidda, the gas distribution company in Peru. Promigas’ service territory includes the vast majority of the natural gas fired thermal facilities that are located in the Atlantic coast area. Although the acquisition became effective during 2011, EEB will not receive any dividend distributions from Cálidda and Promigas before 2012. Promigas plans to invest around US$192 million through 2015 in its natural gas transportation and distribution businesses.

EEB’s standalone indebtedness

The table below depicts EEB’s outstanding standlalone indebtedness at year-end 2010 before the expected early redemption of the issuer’s wholly-owned EEB International Limited US$610 million outstanding 8.75% 7-year senior unsecured notes due in 2014. As can be seen, the US$610 million of notes account for the bulk of EEB’s outstanding debt.

FIGURE 5

Indebtedness

Breakdown of EEB's indebtedness (standalone in ColPs)

Interest rate Maturity

Outstanding FYE 2010 (original currency) FYE 2010 % FYE 2009 %

KFW 5.50% 6/30/2013 EUR1.5m 3,843 0.3% 4,666 0.3%

Credit Suisse n.a. 8/10/2012 CHF$1.38m 2,829 0.2% 2,574 0.2%

Banco de Bogota DTF+2% Renewed this year Col Ps 100.566m

100,566 6.8% 101,063 7.2%

RBS N.V. bond (EEB International Ltd. bond)

8.75% 10/31/2014 USD610m 1,184,554 79.8% 1,117,301 79.2%

http://www.moodys.com/research/Interconexion-Electrica-SA-ESP-Credit-Opinion--COP_600038672�

http://www.moodys.com/research/Interconexion-Electrica-SA-ESP-Credit-Opinion--COP_600038672�

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FIGURE 5

Indebtedness

Breakdown of EEB's indebtedness (standalone in ColPs)

Interest rate Maturity

Outstanding FYE 2010 (original currency) FYE 2010 % FYE 2009 %

CAF Libor +1.6%

5/30/2020 USD100m (repayments start in 2012; ~US$13m p.a.)

191,787 12.9% 185,035 13.1%

Leasing Bancolombia DTF +3.75%

8/31/2015 ColPs639m 639 0.04% 346 0.02%

TOTAL 1,484,218 100.0% 1,410,985 100.0%

Source: EEB's Financial Statement FYE 2010

Moody’s understands that EEB’s pension obligations that are appraised by an independent company are currently fully funded. Therefore, leverage based credit metrics have been only adjusted for operating leases.

EEB’s intercompany subordinated loans

EEB used the proceeds of the 2014 notes to aid TGI in the funding of the acquisition of its natural gas transportation assets since EEB had access to better market conditions than TGI. In this regard, EEB granted TGI an 8.75% US$370 million subordinated intercompany loan due in October 2017 and contributed US$340 million (around 23% of the total purchase price) in equity. Moody’s expects that this subordinated loan will be extended upon expiration albeit terms and conditions may be renegotiated. TGI also issued 10-year US$750 million senior unsecured global notes due in 2017. The embedded call option can be exercised starting in October 2012. We further note that EEB granted another US$230 million intercompany subordinated loan to aid TGI to fund the Cuisiana field expansion. TGI pursued this project via a special purpose vehicle (debt is non-recourse and registered off-balance) albeit we consider it part of TGI’s overall leverage. The latter intercompany loan was repaid earlier this year with the proceeds raised in connection with TGI’s capital increase (US$400 million) with CV Citi.

Moody’s expects that EEB will aid the funding of the projects in Guatemala (Trecsa) and Peru (Contugas) using a combination of equity contributions (around 30%), intercompany loans and indebtedness to be incurred at the subsidiary.

Shareholder’s structure

The table below depicts EEB’s current shareholder structure pending the closing of its initial capital offering (IPO) in early November 2011 for up to Col Ps 1,000 billion (around US$500 million). It is our understanding that if the District of Bogota does not participate in this IPO its current 81.5% ownership stake will dilute to a maximum of 75%. It is Moody’s understanding that pursuant to Agreement nr 01, 1996, the District of Bogota is required to hold at least a 51% ownership in EEB.

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FIGURE 6

Shareholders - Common shares % as of today

Bogota, D.C. GRI (Baa3; stable) 81.54%

Ecopetrol GRI (Baa2; stable) 7.35%

Corficolombiana S.A. Investment Fund 3.81%

AFP Porvenir Pension Fund 2.07%

AFP Horizonte Pension Fund 1.07%

AFP Colfondos Pension Fund 0.64%

Other Pension Fund 3.51%

Total 100%

Source: EEB

Dividend Policy

The tables below depict the aggregate amounts of dividend and capital reductions paid out to EEB’s shareholders between 2008 and June 30, 2011. Over the last years this has equaled 100% of the distributable net income which is after amounts required for legal and statuary reserves.

As alluded previously, the purpose of EEB’s closing twice its financial year 2010, namely at October 31 and December, 31, 2010, was to be able to make additional dividend distributions following the extra amount of dividends received from its main non-controlled subsidiaries. In this regard, the general shareholders meeting declared in December 2010 dividends amounting to ColPs 704.4 billion (equivalent to around US$396 million; December 2009: US$164 million) for the January to October 2010 period after reporting net income of ColPs 1,090.6 billion during that same period (approximately US$616 million; December 2009: US$400 million). However, as depicted below, EEB had only paid out around US$139 million as of end of June 2011, with the remainder reported under dividends payable within less than one year.

On top of this, EEB’s shareholders approved in July 2010 a capital reduction of over US$115 million (Col Ps 204.7 billion) on account of the cash received from Emgesa’s 2010 capital reduction alluded to above. This amount was fully distributed during the first half of 2011.

FIGURE 7

EBB's paid out amounts

in US$ m 2008 2009 2010 6m June 2011

Aggregate Dividend distributions $168.0 $173.7 $163.8 $138.5

Capital reductions - - - $115.0

Total $168.0 $173.7 $163.8 $138.5

Source; EEB

The table below depicts the historical amounts received by the District of Bogota from EEB. Moody’s understands that pursuant to its 2011 budget, the District of Bogota expects to receive in aggregate around US$151.45 million in distributions from EEB, consisting of US$54.06 million for the

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October to December 2010 period as well as US$85.69 million for the January to August 2011 period, respectively. However, EEB has not declared any dividend distributions for either of these periods yet.

FIGURE 8

Paid out amounts received by District of Bogota (in US$ m) 2008 2009 2010 6m June 2011

EEB's dividend distributions to District Bogota $137.0 $141.6 $133.5 $112.9

EEB's capital reductions - - - $93.7

Total $137.0 $141.6 $133.5 $112.9

Source; EEB

Moody’s observes that EEB has publicly disclosed it plans to continue distributing at least 50% of its distributable net income, and pursue capital reductions in conjunction with its subsidiaries’ future capital distributions.

Corporate Governance

EEB’s Board of Directors establishes its general business policies and guidelines, as well as its long-term strategy. Its Directors consists of nine members (with nine alternates) that are elected for two year periods that can be extended for additional biannual periods indefinitely at the general shareholders meetings. Since EEB’s controlling shareholder is the District of Bogota, three of those members represent the District, including the mayor.

EEB’s bylaws require the issuer to have a Statutory Auditor (elected for a two year period) with an alternate. The main task is monitoring EEB’s compliance with the Colombian law, the issuer’s bylaws and the shareholder resolutions.

Moody’s notes that EEB has no governance framework agreement in place with its majority shareholder that clearly outlines EEB’s relationship with the District of Bogota, particularly in terms of dividend distributions. As a result, potential material dividend distributions remain a concern for Moody’s.

Management Strategy

Over the last five years EEB has grown significantly its investment base following the acquisition of Ecogas’ natural gas transportation assets in 1997 via TGI, the majority interest in ECC plus the recent equity stakes in Cálidda and Promigas.

Prospectively, EEB’s management plans to continue its role as a strategic investment for the District of Bogota. EEB has publicly disclosed its intention to become the leading independent diversified energy infrastructure company in the region by 2024. Moody’s rating incorporates the expectation that future investments will be mainly in regulated companies that conduct their operations in stable and predictable regulatory frameworks. On a consolidated basis, EEB plans to invest between 2011 and 2016 directly or through its controlled subsidiaries up to around US$956 million in expansion projects and acquisitions in natural gas distribution and transportation as well as electricity

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transmission in Latin America. EEB usually invests substantial amounts during the construction period of its subsidiaries’ projects, while leaving the maintenance to be funded at subsidiary level after commercial operations start.

Moody’s understands that in addition to new capital outlays in its current natural gas transportation and electricity transmission businesses to optimize their profitability, EEB and TGI anticipate benefiting from the expected continued growth of the natural gas domestic demand. The Colombian planning authority (UPME) estimates that domestic natural gas demand could grow at a minimum of 3.6% through 2020 largely driven by new natural gas fired power generation plants, industrial demand as well as natural gas vehicles. TGI’s service territory is expected to cover around 60% of this potential consumption. The UPME also forecasts that the annual growth in domestic power demand will average 3.2% through 2032. Therefore, Moody’s expects EEB will focus on further growing its domestic transmission asset base via participation in the auctions organized by UPME.

EEB also intends to expand its international investments in both line of businesses via its controlled subsidiaries and to operate them directly, similar to the Guatemalan (Trecsa) and Peruvian (Contugas) projects. In this regard, EEB could pursue new development opportunities in the Peruvian natural gas distribution (via Cálidda) or transportation sectors since TGI and EEB see significant growth potential given that country’s material reserves (Camisea) and the current low penetration rate that this fuel-type has in the country. Also we anticipate EEB pursuing participation in new electric transmission projects in other countries in the region.

Furthermore, Moody’s rating incorporates the expectation that these potential new investments will be prudently financed. In this regard, EEB’s management has also publicly stated its intention to largely use (around 73%) its internally generated funds as well as the funds raised in connection with the US$500 million IPO to fund these projects, while funding the remainder with indebtedness.

Key Rating Considerations

Material structural subordination despite its own operational cash flows

EEB generates its own operational cash flows with its transmission activities in Colombia where it has an 8% market share in terms of total assets. Revenues depend on whether the assets became operational before or after the year 2000. The latter account for 40.9% of EEB’s transmission assets. Those falling under the pre-2000 category represent the remainder, and their remuneration is based on a formula that includes an 11.5% rate of return to be applied on the assets’ replacement value. Transmission charges are subject to the CREG's review every five years with the next review not anticipated before 2015.

Projects that became operational after 2000 are part of the STN expansion projects. Their construction, operation and concession were awarded under a competitive tender process. For the first 25 years of concession, the remuneration of the assets is based on the winning bid that included estimated annual revenues in USD, as well as Administration, Operation and Maintenance, as well as opportunity costs of the capital invested. After 25 years, these assets will be also subject to the CREG's transmission charges. Moody's considers a credit positive the very limited volumetric exposure of the remuneration for both types of assets. We further observe that transmission charges are also only linked to inflation but lack adjustments for changes in the exchange rate (USD/local currency) as is the case in other jurisdictions. Tariffs are adjusted when there is a 3% cumulated variation in the local consumer price index (94% of the indexation formulae) and/or local producers price index (6%).

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Despite the profitability of EEB’s own operations, Moody’s observes that the associated cash flows are not enough to fully cover the aggregate amount of selling, general and administrative expenses incurred in connection not only with EEB’s own but also its holding company’s activities. Also they also fall short to cover the interest expenses given the substantial indebtedness incurred by EEB mainly to aid its subsidiary TGI in funding its asset acquisitions. This shortfall highlights EEB’s dependence on the cash flows associated with the dividends and interest payments received from its controlled and non-controlled subsidiaries.

Substantial Exposure To Regulated Activities Under Relatively Stable And Predictable Frameworks

Moody's considers the Colombian and Peruvian regulatory frameworks where EEB and the bulk of its controlled and non-controlled subsidiaries conduct their operations relatively credit supportive, albeit some technical aspects are still evolving. In the case of the Colombian regulatory framework, we believe its compares well to those in other Latin American countries in terms of stability and transparency. This is underpinned by its predictable track-record since the enactment in 1994 of Law 142 (Household Public Utilities Services Law; LSPD), associated Decree 1524, as well as other pieces of legislation, including the Electricity Law (Law 143) and additional regulation that has further developed the framework over the last fifteen years. However, our opinion of the regulatory framework is somewhat tempered by the composition and election of the CREG's board members which does not fully insulate it from possible political interference albeit there has not been any evidence in this regard. The current Peruvian regulatory framework is more recent than the Colombian but we believe it is also overall transparent and stable.

One key difference between the Colombian and the Peruvian frameworks relates to the fact that the regulated operations conducted in the latter are subject to concessions, albeit given their long tail Moody’s does not expect that EEB’s subsidiaries will face any renewable challenges over the medium term. In the case of Colombia, we observe that EEB and its regulated subsidiaries, except for Promigas and its natural gas distribution subsidiaries, own their assets and are not subject to any long-term concessions.

We also believe that the relationship of EEB and its subsidiaries with their local regulatory bodies, CREG (Colombia) and OSINERGMIN (in Peru) is constructive in nature, as evidenced by the relatively smooth process to periodically review tariffs every five years in Colombia and every four in Peru. In this regard, Cálidda’s new single natural gas distribution tariffs became effective in May 2010, while Contugas’ tariffs were set for the first eight years of operations. In Colombia, electricity transmission (EEB) and distribution (Codensa) rates were reset in 2010 and 2009, respectively. CREG issued in August a Resolution adopting a new methodology to establish the maximum applicable natural gas transportation tariffs, which the company believes will become applicable during 2012 after CREG revises certain requests TGI has raised. Moody’s understands that the changes introduced do not impact negatively TGI’s financial performance. That being said, we also note that adjustments to the natural gas distribution tariffs in Colombia are still pending (last set in 2004) albeit no material impact on the financial performance of the utilities is anticipated.

Moody’s view of the Guatemalan regulatory framework is somewhat less positive in terms of predictability and perception of political interference, particularly after the 2008 review of the distribution tariffs for the country’s largest electric utility, EEGSA (Ba3; stable). However, we incorporate in our rating our perception that EEB’s relationship with the Guatemalan electricity

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regulatory body (CNEE) is constructive in nature and that EEB’s transmission project has the support of the authorities given its importance for the country’s continued growth.

Significant Reliance On Cash Flows Up-Streamed From Non-Controlled Subsidiaries

As mentioned earlier EEB’s BCA recognizes that the bulk of EEB’s cash flows are up-streamed from non-controlled subsidiaries, particularly, the unregulated generation company Emgesa and the regulated utilities Codensa and Gas Natural.

Despite the lack of control over their operations, Moody’s believes that the visibility of EEB’s cash flows received from these entities is enhanced by their aggressive dividend distribution policies. As mentioned earlier, these entities’ policies have historically consisted not only of very aggressive dividend payout ratios but also of capital reductions, as was Emgesa’s case during 2010. Furthermore, we also point out the additional dividend distributed during 2010 following their decision to report two separate accounting periods to distribute accumulated cash surpluses. That being said, we do not anticipate that

over the medium term these companies will pursue new capital distributions affected via capital reductions since Colombian law prohibits funding them via indebtedness or asset sales. They can be only funded with surplus cash, and are subject to the approval of several authorities. However, our rating incorporates the assumption that these dividend distribution policies will not change substantially over the medium to long term despite Emgesa’s material El Quimbo hydro-project and some expansion opportunities that Codensa and Gas Natural may pursue amid growing domestic power and natural gas demand subject to the legal market share caps. Our expectation is further based on the stability and predictability of their cash flows that is underpinned by Codensa’s relatively recent tariff review or Emgesa’s profitable operations in the unregulated power market.

Controlled subsidiaries are expected to slowly gain relevance

Moody’s understands that under the indenture governing TGI’s outstanding global notes its ability to make distributions before 2012 is limited and subject to distribution tests afterwards up to a maximum pay-out ratio of 50%. TGI’s financial covenants include reporting consolidated net debt to consolidated EBITDA ratio and interest coverage greater than 4.8x and 1.7x, respectively.

Moody’s believes that TGI will comply with those covenants, and that after fully completing its substantial capex program it could start making dividend distributions such that EEB receives additional cash flows from this entity on top of the interest payments it currently receives under the intercompany subordinated loan. In our opinion, TGI’s cash flow stability is enhanced by the fact that it has executed firm contracts (not interruptible) over at least 95% of its capacity. The fixed component of the associated revenues (based on reserved capacity) represents around 80% of that portion, while 20% is subject to the transported volumes. As of June 30, 2011, the average remaining life of these long-term contracts was six years. TGI negotiates its tariffs directly with its customers which are limited by the rates set by the CREG in its periodical reviews. These are currently based on a 20 to 30 year assets useful life, and on a 15.02% and 17.7% rate of return for fixed and variable charges, respectively. Furthermore, we acknowledge that TGI is less exposed to volatile demand of the natural gas fired facilities compared to other transportation companies, such as Promigas since the bulk of the country’s natural gas fired facilities are installed in Promigas’ service territory along the Atlantic

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coast. We also consider in our assessment the credit quality of TGI’s key customers. One refinery of Ecopetrol (Baa2; stable), the government-owned power generator Isagen, the vertically integrated multi-utility Empresas Publicas de Medellin (Baa3;stable) and regulated natural gas distribution companies account for over 75% of its revenues, with the distribution companies that are required to fully contract their load and accounting for over 50%.

Moody’s also anticipates a step-up in Cálidda’s payouts after the second phase of its capital outlay start operations. We note that Cálidda’s up-streamed cash flows are also subject to distribution tests under its financial documentation but we expect it will comply with the requirement to report prospective debt service coverage and retained cash on hand of at least 1.3x and US$3 million, respectively.

EEB’s rating is largely capped by the uncertainty in connection with the successful completion of the material electric transmission and natural gas capex projects pursued in Guatemala (Trecsa) and Peru (Contugas). In Moody’s opinion, these projects are not without risks given that EEB is moving outside its traditional regulatory environment to other jurisdictions, and the associated execution risk. This is particularly true for the Guatemalan transmission project given EEB’s limited experience in the Central American region. In this regard, we note that possible challenges include attaining the right of ways required for the Guatemalan project since the project will cross certain indigenous areas. That being said, we also believe that EEB will benefit from its previous experience building transmission lines in areas in Colombia where it had to face similar challenges. We also believe that upon successful completion of the project, EEB’s cash inflows will be further enhanced with the dividend and interest payments to be received under intercompany subordinated loans used to fund these investments.

As mentioned under the section management’s strategy, Moody’s also expects that EEB will pursue new investments opportunities in the region exclusively focusing on regulated subsidiaries that operate in stable and predictable regulatory environments in which EEB also has controlling positions.

Credit Metrics Driven By Relatively Modest Additional Indebtedness To Fund Capex

The BCA assumes that EEB will use the proceeds of this offering to refinance the outstanding global notes not increasing indebtedness, and that to fund its capital outlays it will largely use internally generated cash flows as well as proceeds from the IPO over up to US$500 million. Moody’s expects this will strengthen EEB’s capital structure, particularly after its 2011 material dividend and capital distributions on account of Emgesa’s equity reduction cited above. We also note that EEB has publicly disclosed it plans to continue distributing at least 50% of its distributable net income, and pursue capital reductions on account of its subsidiaries’ capital distributions.

Given EEB’s dependence on its subsidiaries’ dividend distributions to service its debt we consider in our assessment mainly EEB’s standalone credit metrics. Its historical non-consolidated credit metrics compare well with its BCA rating category somewhat offsetting the inherent structural subordination that its cash flows are exposed to. In this regard, we note that its 2008-2010 CFO pre-W/C to debt and CFO pre-W/C interest coverage averaged over 30% and 5x, respectively. However, EEB’s 2008-2010 Retained Cash Flow (RCF) to debt averaged only 6%, which is weakly positioned within the BCA 11 rating category. EEB’s BCA incorporates our expectation that even if EEB incurs additional indebtedness to fund new material investments in regulated subsidiaries it will register over the medium to long-term standalone CFO pre-W/C to debt and interest coverage metrics that still compare well to the Ba-rating category, specifically a CFO pre-W/C to debt and CFO pre-W/C interest coverage that average in the mid to high teens and 2.5x, respectively.

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Material dividend distributions remain a concern, particularly in the absence of a governance framework agreement that clearly outlines EEB’s relationship with its majority shareholder, the District of Bogota, in terms of dividend distributions. However, Moody’s also notes that currently under the terms of the proposed notes, EEB’s ability to incur new indebtedness and make restricted payments is subject to maintaining certain financial covenants (see key covenants section below).

Government-related issuer considerations

As noted above, we have positioned the rating of the senior unsecured Bonds using our GRI Methodology. The GRI Methodology includes a scorecard which generates three key reference points: (i) the estimated range of extraordinary support, (ii) the estimated level of default dependence, and (iii) a range of potential rating outcomes taking into account these estimations, alongside the GRI’s BCA and the supporting government’s rating.

Estimated range of extraordinary support (Strong: 51-70%)

Extraordinary Support (“Support”) Support represents the probability that a sub- or sovereign government owner of a GRI would provide financial support, or other contractual protections, to a GRI to avoid a default on its debt obligations. Support may be supplied either directly by a government or provided directly through third parties under the influence of the government. In general, Support encompasses any assistance provided outside of the ordinary course of business that avoids a default by the GRI. A strong level of Support is credit positive for the GRI, particularly if the sub- or sovereign government rating is higher than the BCA assigned to the GRI.

In determining the level of support for a GRI, we focus on three structural factors and the dynamics explaining the level of the government’s willingness to provide support. Structural factors address the (1) guarantees, (2) ownership and (3) barriers to support. The factors underlying a willingness to consider the softer connections between the two entities include (4) the level of government intervention, (5) political linkages and (6) economic importance.

In relation to EEB:

FIGURE 9

Low Moderate Strong High Very High

Support 0%-30% 31%-50% 51%-70% 71%-90% 91%-100%

Guarantees X

Ownership X

Barriers to support N/A

Government intervention X

Political linkages X

Economic importance X

Guidance Support Level X

Guarantees The District of Bogota does not guarantee any of EEB’s financial obligations. There is no evidence that this could change in the future. There is no history of bailouts by the City of Bogota.

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GRI Ownership It is our understanding that if the District of Bogota does not participate in EEB’s IPO its current 81.5% ownership stake will dilute to a maximum of 75%. Nevertheless, our assessment reflects the District of Bogota commitment pursuant to Agreement nr 01, 1996 to hold at least a 51% ownership stake in the issuer.

Barriers to support We are not aware of any legal barriers to the provision of Support.

Government intervention Moody’s notes that EEB has no governance framework agreement in place with its majority shareholder that clearly outlines EEB’s relationship with the District of Bogota, particularly in terms of dividend distributions. As a result, the material dividend distributions remain a concern for Moody’s.

Political linkages Three out of the nine members of EEB’s Board of Directors represent the District of Bogota, including the Mayor. The likely reputational considerations associated with a hypothetical distress scenario affecting EEB would suggest a moderate political incentive for the government to provide support.

Economic importance This assessment reflects the relevance of EEB’s transmission operations since its service territory includes the District but as mentioned below it is not as relevant in terms of a source of revenues.

Estimated range of default dependence (Moderate: 50%)

Default Dependence (“Dependence”)

Dependence reflects the tendency of a GRI and its supporting sub- or sovereign government to be jointly susceptible to adverse circumstances that simultaneously move them closer to default. Since the capacity of the supporting sub- or sovereign government to provide extraordinary support – and prevent a default by a GRI – is conditional on its solvency, the higher the level of correlation between the two obligors’ default risks, the lower the assessment, and the higher the benefits derived from joint support for the GRI. In other words, a moderate level of Dependence results in higher benefit from joint support.

In determining the level of Dependence for a GRI and its supporting government, we focus on three broad factors: (1) the extent to which the GRI and government are operationally and financially linked; (2) the extent to which the GRI and government rely on the same revenue base; and (3) the extent to which the GRI and government are exposed to common credit risks.

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In relation to EEB:

FIGURE 10

Low Moderate High Very High

Dependence 30% 50% 70% 90%

Operational and financial linkages X

Reliance on overlapping revenue base X

Exposure to common credit risks X

Guidance Dependence Level X

Operational and financial linkages We assess the extent of operational and financial linkages between EEB and the District of Bogota with reference to the metric: “GRI Payments (Dividends) to Government as a % of Government Revenue”. EEB’s dividend distribution accounts on average for less than 5% of the District’s aggregate revenues.

Reliance on overlapping revenue base Given EEB’s reliance on the cash up streamed from its controlled and non-controlled subsidiaries, we consider that the extent to which EEB and the District derive their respective revenues from the same sources is limited.

Exposure to common credit risks Factors underpinning our assessment largely reflect the fact that the exposure of the District and EEB to shared industries is somewhat limited and that the District of Bogota’s exposure to shared foreign exchange risks in terms of indebtedness incurred in foreign currency is lower than for EEB.

GRI Methodology – Scorecard Output Range

The GRI Methodology scorecard output is based on the following inputs:

FIGURE 11

Baseline Credit Assessment Government of Qatar Rating Guidance Support Level Guidance Support Level

11 (Ba1 eq) Baa3 / stable Strong (51% - 70%) Moderate (50%)

Other Rating Considerations

As depicted in the indebtedness section above, around 93% of EEB’s standalone debt is denominated in US dollars. It is Moody’s understanding that EEB’s overall exposure to foreign exchange risk will remain modest due to the natural hedges that result, among others, from the up-stream cash flows associated with the intercompany loans that are denominated in U.S. dollars. We note that a significant portion of TGI’s revenues (over 50%) are indexed to US dollars further underpinning this natural hedge. In addition, EEB entered in November 2008 into a swap with a notional amount of US$133 million aimed to further hedge its foreign exchange rate exposure (with interest payments to be made in Colombian pesos at a spot rate of ColPs2,340/US$).

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Foreign exchange exposure also arises in connection with the procurement of equipment from foreign suppliers to implement the group’s capital outlays. EEB estimates that around 25% of its capex in 2011 will be made in US-dollars and Euros which we believe is manageable.

Liquidity Profile

In terms of liquidity, the BCA incorporates the fact that similar to other Latin American issuers, EEB has no committed credit facility in place; however, we acknowledge that EEB usually maintains balances of cash and short term investments exceeding USD100 million to cope with unforeseen liquidity requirements, albeit this was only around US$55 million as of June 30, 2011 due to the acquisitions consummated earlier in the year. As depicted below, EEB’s maturity profile is deemed manageable, particularly after the early redemption of the USD 610 million of notes due in 2014 (still displayed in the chart).

EEB’s Debt maturity profile

FIGURE 12

Maturities (US$'s in millions)

$68

$1.66 $0.43

$656

$108

$0

$100

$200

$300

$400

$500

$600

$700

2011 2012 2013 2014 2015 + Source: Maturity profile reported in Col Ps millions included in EEB's standalone financial statements FYE 2010; foreign exchange ColPs1,750/US$

Peer Comparison

A comparison with a global peer group is somewhat difficult because we do not have many comparable issuers in terms of overall business risk profile rated within one notch of EEB’s BCA rating of 11 (~ Ba1).

In this regard, the Appendix includes two Colombian government-related entities Interconexion Electrica S.A. E.S.P. (ISA; Issuer Rating; Baa3; stable – BCA: 10) and Empresas Publicas de Medellin (EPM; sr unsecured rating; Baa3, stable; BCA: 11). Similar to EEB, EPM and ISA are also both operating and holding companies that hold direct and indirect ownership-stakes in a portfolio that consists mainly of regulated entities. However, their comparability with EEB is limited given that EPM and ISA generate with their own operations the bulk of their cash flows and ,therefore, are significantly less reliant on the cash flow upstreams from their subsidiary investments, particularly non-controlled companies. However, EPM also shows a significantly higher exposure to unregulated power

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operations, while ISA and the bulk of its controlled subsidiaries (including REP and Transmantaro) are in the less volatile transmission sector.

The regional peer group also includes the Brazilian vertically integrated holding companies, EDP - Energias do Brasil S.A. (EDB; Ba1, stable) and Minas Gerais, Companhia Energética de Minas Gerais – CEMIG, as well as the Chilean holding company Enersis (Baa2; stable) that holds majority interest stakes in the power generation group Endesa Chile (Baa2, stable) as well as several regulated electric utilities operating in Latin American, including Codensa. (See Appendix A).

Key Covenants under the Terms and Conditions of the Proposed Notes

Moody’s observes that as long as EEB is not rated Investment Grade by at least two Rating Agencies, the Indenture of the notes contains certain covenants, including:

1) The Incurrence of Additional Indebtedness;

2) Restricted Payments;

3) Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

4) Sale of Assets

5) Transactions with Affiliates; and

6) Consolidation, Conveyance, Merger, Sale or Lease

In this regard, Moody’s notes that EEB is currently subject to a Consolidated Interest Coverage Ratio of at least 2.25:1, and a Consolidated Net Debt to Consolidated Adjusted EBITDA Ratio no greater than 4.5:1. These covenants limit the ability of EEB and its subsidiaries to incur additional debt or to make dividend distributions. Moody’s ratings fully anticipate EEB will be able to comply with these covenants.

The Board of Directors determines the designation for Unrestricted Subsidiaries. According to the Indenture, these currently include Emgesa and Codensa and any other Subsidiary that EEB does not Consolidate. The restrictions regarding the Restricted Subsidiaries include the conditions that these companies are not allowed to declare or pay any dividend or make any distribution on or in respect of their Capital Stock or similar payment except for dividends or distributions payable solely in their Capital Stock, if these would cause an Event of Default.

The Indenture also includes a Change of Control Clause that would be triggered if the District’s ownership stake in EEB became 50% or lower.

The Indenture also foresees an optional redemption if EEB uses the proceeds of one or more equity offerings to redeem up to 35% of the aggregate principal amount assuming that, at least, 65% of that amount remains outstanding afterwards.

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APPENDIX A: Per Group Comparison

Across Ratio/Raw Data Comparison Report

Annual + LTM Ratio/Raw Data: Adjusted Public & Private

Company Name Date Revenue EBITDA

Margin %

(CFOPre-W/C +

Interest) / Interest Expense

(CFOPre-W/C) /

Debt

(CFOPre-W/C -

Dividends) / Debt

Debt / Book

Capital-ization

FCF / Debt

Debt / EBITDA

Enersis S.A. 12/31/2008 12,763,610 36.83% 4.27x 32.75% 23.88% 43.78% 8.68% 2.15x Baa2 / Stable 12/31/2009 11,588,091 41.03% 4.72x 43.71% 29.83% 37.48% 11.46% 1.57x

12/31/2010 12,894,248 37.46% 3.84x 33.35% 18.64% 34.85% 11.94% 1.54x

6/30/2011(LTM) 13,709,434 34.56% 4.05x 33.63% 18.01% 35.12% 5.60% 1.73x

Empresa de Energia de Bogota (Standalone)

12/31/2008 46,838 621.51% 3.81x 23.85% 6.55% 21.82% 3.47% 3.05x

Baa3 / Stable 12/31/2009 43,407 707.84% 3.79x 28.84% 9.89% 19.14% -0.40% 2.49x

12/31/2010 49,410 1,236.84% 8.76x 67.43% 0.34% 17.27% 5.38% 1.28x 6/30/2011(LTM) 52,155 685.91% 5.67x 38.19% -8.03% 17.68% 34.77% 2.31x

Empresa de Energia de Bogota S.A (Consolidated)

12/31/2008 303,835 110.91% 3.00x 16.74% 8.07% 35.70% 9.38% 5.26x

Baa3 / Stable 12/31/2009 435,881 139.57% 2.56x 20.12% 10.46% 31.11% -8.28% 2.46x

12/31/2010 491,640 174.32% 4.06x 35.92% 2.19% 28.76% -3.18% 1.82x

6/30/2011(LTM) 611,322 107.90% 5.58x 49.51% 28.99% 29.63% -9.23% 2.83x

Empresas Publicas de Medellin E. (Standalone)

12/31/2008 1,957,878 52.41% 16.53x 79.28% 52.66% 14.37% 16.22% 1.27x

Baa3 / Stable 12/31/2009 2,044,116 55.31% 8.23x 40.18% 26.67% 19.49% -2.49% 1.80x

12/31/2010 2,372,063 48.64% 8.10x 30.29% 15.44% 23.30% -12.53% 2.61x 6/30/2011(LTM) 2,540,212 49.54% 13.60x 26.07% 13.83% 24.73% -5.71% 2.73x

EPM E.S.P. (Consolidated) 12/31/2008 3,242,964 37.97% 12.14x 82.20% 61.86% 13.88% 2.38% 1.07x Baa3 / Stable 12/31/2009 3,521,610 36.81% 9.90x 58.74% 45.28% 18.71% -0.49% 1.58x

12/31/2010 4,442,815 32.80% 12.16x 36.88% 23.78% 24.43% -6.86% 2.34x

6/30/2011(LTM) 5,356,835 33.45% 6.69x 28.01% 17.27% 25.90% -6.92% 2.19x

Interconexion Electrica S.A. E.S (Standalone)

12/31/2008 469,836 62.89% 2.90x 17.59% 10.51% 30.06% 5.39% 3.62x

Baa3 / Stable 12/31/2009 436,484 66.71% 3.06x 20.91% 12.06% 22.65% 11.53% 2.91x

12/31/2010 496,668 62.75% 3.94x 18.47% 9.13% 22.64% 7.94% 3.15x 6/30/2011(LTM) 527,630 62.62% 4.26x 18.15% 7.05% 20.35% 17.67% 2.67x

Companhia Energetica de Minas Ge

12/31/2009 6,159,797 42.65% 4.20x 22.47% 15.49% 51.81% 0.34% 2.59x

Ba1 / Stable 12/31/2010 7,313,801 40.88% 3.47x 19.34% 7.60% 54.08% -5.56% 2.96x

EDP - Energias do Brasil S.A. 12/31/2009 2,341,505 36.29% 5.00x 33.13% 25.06% 35.91% 2.19% 2.17x

Ba1 / Stable 12/31/2010 2,862,399 33.44% 4.99x 30.95% 21.18% 35.63% -1.72% 2.22x

INFRASTRUCTURE

24 NOVEMBER 3, 2011


APPENDIX B - Financial Metrics of Empresa de Energis de Boga (Standalone)

Empresa de Energia de Bogota (Standalone)

BOGOTA, COLOMBIA Ticker:

Financial Statistics In Colombian Peso (Millions) unless otherwise specified

31-Dec-2006

31-Dec-2007

31-Dec-2008

31-Dec-2009

31-Dec-2010

LTM 30-Jun-2011

BALANCE SHEET ITEMS

ASSETS

Cash & Cash Equivalents 51,344 56,108 365 286 126,425 2,287 Short-term Investments 144,264 353,955 410,935 311,709 140,644 111,271

Deposits 0 0 0 0 0 0

Restricted Cash 0 0 0 0 0 0 Accounts Receivables - Gross 269,486 165,226 87,295 74,875 971,122 --

(Less: Allowance for Doubtful Accounts) -23,649 -25,031 -26,136 -25,313 -26,287 --

Accounts Receivable - Trade (net) 245,837 140,195 61,159 49,562 944,835 160,143 Accounts Receivable - Other 0 0 0 0 0 0

Inventories 5,276 6,468 7,596 8,528 8,548 8,919

All Other Current Assets -- -- 1,071 503 479 2,293 Other Current Assets 1,838 2,579 1,071 503 479 2,293

CURRENT ASSETS 448,559 559,305 481,126 370,588 1,220,931 284,913

Investment in Subs / Affiliates 1,682,626 2,852,939 2,642,529 2,994,330 3,430,448 4,235,266 Loans / Advances to Subs / Affiliates 0 0 0 0 0 0

Other Investments 0 0 0 0 0 0

Gross Plant 309,924 416,466 417,002 419,407 432,994 228 Less: Accumulated Depreciation 113,923 122,076 135,549 149,742 163,620 0

Net Property Plant and Equipment 196,001 294,390 281,453 269,665 269,374 265,238

Intangibles - Other 0 0 0 0 0 0 Deferred Tax Asset - Non-Current 0 0 0 0 0 0

Long-term financing receivables 5,043 750,877 881,558 806,944 934,329 666,477

Investments and other assets 3,239,435 3,458,983 3,649,427 3,944,326 3,755,261 3,667,210 All other non-current assets 230,367 235,289 344,490 531,126 131,908 434,927

Other Assets 3,474,845 4,445,149 4,875,475 5,282,396 4,821,498 4,768,614

TOTAL ASSETS 5,802,031 8,151,783 8,280,583 8,916,979 9,742,251 9,554,031 LIABILITIES

Short-term debt 0 0 0 0 0 0

Current portion of long-term debt 147,988 398,069 125,509 172,863 120,935 219,614 Accounts Payable - Trade 153,273 95,943 26,459 15,496 718,071 478,669

Accounts Payable - Other 0 0 0 0 0 0

Compensation and benefits 3,976 4,986 4,986 5,089 5,089 -- Accrued compensation [employee benefits] 558 676 737 2,173 2,830 4,256

Accrued-pensions-postretirement 30,285 28,794 27,461 26,706 27,041 25,865

Accruals 34,819 34,456 33,184 33,968 34,960 30,121 Income taxes 0 0 0 0 0 0

Deferred income - current 0 0 0 0 0 0

Provisions 1,318 7,642 6,944 3,202 1,477 1,337 Other short-term liabilities 17 1,109 145 145 145 2,605

INFRASTRUCTURE

25 NOVEMBER 3, 2011



31-Dec-2006

31-Dec-2007

31-Dec-2008

31-Dec-2009

31-Dec-2010

LTM 30-Jun-2011

Other Current Liabilities 1,335 8,751 7,089 3,347 1,622 3,942 CURRENT LIABILITIES 337,415 537,219 192,241 225,674 875,588 732,346

Equipment Trust 0 0 0 0 0 0

Secured Debt 0 0 0 0 0 0 Senior Debt 193,011 1,640,009 1,729,379 1,631,399 1,484,218 1,523,568

Subordinated debt 0 0 0 0 0 0

Capitalized Leases 0 0 0 714 228 228 Long-Term Debt-Gross 193,011 1,640,009 1,729,379 1,632,113 1,484,446 1,523,796

Less: Current Maturities -147,988 -398,069 -125,509 -172,863 -120,935 -219,614

Net Long-term Debt 45,023 1,241,940 1,603,870 1,459,250 1,363,511 1,304,182 Total Loans / Advances from Subs / Affiliates 0 0 0 0 0 0

Deferred Income Taxes - Non-Current 0 0 0 0 0 0

Investment tax credit 0 0 0 0 0 0 Pension and related benefits 54,991 52,884 53,421 60,492 35,088 240,028

Pension liabilities 197,774 196,558 193,087 202,299 233,609 35,922

Unfunded Accum. Pension Benefit Oblgs. (APBO) 252,765 249,442 246,508 262,791 268,697 275,950 Hedging and derivative liabilities -- -- 7,251 35,204 34,867 --

Other provisions 32,903 25,626 27,484 29,655 64,480 62,844

All other miscellaneous liabilities -- -- 5,461 8,142 24,349 82,892 Other Long-term Liabilities 32,903 25,626 40,196 73,001 123,696 145,736

Minority Interest 0 0 0 0 0 0

TOTAL LIABILITIES 668,106 2,054,227 2,082,815 2,020,716 2,631,492 2,458,214 SHAREHOLDERS EQUITY

Preferred shares 97,412 97,412 97,412 97,412 97,412 97,412

Preferred stock 97,412 97,412 97,412 97,412 97,412 97,412 Asset revaluation reserve 575,191 565,285 555,379 545,473 535,567 535,567

Capital surplus 3,239,435 3,458,983 3,649,427 3,944,326 3,755,261 3,981,766

Capital stock 664,993 664,993 664,993 664,993 664,993 460,272 Paid-in-Capital 6,655 6,655 6,655 6,655 6,655 6,655

Other reserves 352,364 365,405 935,308 912,606 1,730,516 1,732,876

All Other Equity -- 2,320 2,013 1,585 317,994 -- Common stock & paid-in-capital 4,838,638 5,063,641 5,813,775 6,075,638 7,010,986 6,717,136

Net income for the year 197,875 936,503 286,581 723,213 2,361 281,269

Total Retained Earnings 197,875 936,503 286,581 723,213 2,361 281,269 Accumulated other comprehensive income 0 0 0 0 0 0

TOTAL EQUITY 5,133,925 6,097,556 6,197,768 6,896,263 7,110,759 7,095,817

TOTAL LIABILITIES & EQUITY 5,802,031 8,151,783 8,280,583 8,916,979 9,742,251 9,554,031 INCOME STATEMENT

Net Sales / Revenues 66,546 73,630 91,152 92,696 93,711 96,075

Cost of Goods / Products / Services Sold 24,096 24,254 40,040 38,951 39,086 40,433 GROSS PROFIT 42,450 49,376 51,112 53,745 54,625 55,642

Operating Expenses 0 3,311 4,603 4,447 6,116 6,074

Administrative expenses 87,955 98,161 83,680 100,747 151,846 160,057 Selling, general and administrative expenses 87,955 98,058 83,571 100,664 151,817 160,027

Depreciation 0 0 0 0 0 0

Depreciation - Capitalized Operating Leases -- 88 111 79 25 25

INFRASTRUCTURE

26 NOVEMBER 3, 2011



31-Dec-2006

31-Dec-2007

31-Dec-2008

31-Dec-2009

31-Dec-2010

LTM 30-Jun-2011

Amortization of Intangibles 0 0 0 0 0 0 Depreciation & Amortization 0 0 0 0 0 0

Unusual Expense (Gains) 0 0 0 0 0 0

OPERATING PROFITS -45,505 -52,080 -37,173 -51,445 -103,333 -110,484 Equity Income (before income tax expense) 0 0 0 0 0 -54,615

Interest Income -- 92,206 136,142 126,352 134,258 134,258

Dividend Income 319,300 581,414 445,894 510,566 1,050,860 623,401 All Other Income 157,158 29,407 20,796 19,364 56,297 53,885

Other Income 476,458 703,027 602,832 656,282 1,241,415 811,544

Other Expense / (Income) 240 34 2,931 1,691 288 701 Other Gains & Losses -4,660 53,375 -21,403 31,912 17,504 8,894

Interest Expense (Net of Cap Int) -- 91,395 137,820 140,471 123,549 123,549

Other financial income & expenses, net -- 17,314 9,117 28,176 5,409 5,409 Interest Expense 6,522 108,753 146,993 168,687 128,971 124,653

Unusual Items - Expenses / (Gains) 0 0 0 0 0 0

PRETAX INCOME 419,531 595,535 394,332 466,371 1,026,327 529,985 Taxes 659 14,973 2,791 2,928 15,716 14,342

Equity income (after income tax expense) 0 0 0 0 0 0

Net Income before minority interests 418,872 580,562 391,541 463,443 1,010,611 515,643 Minority Interest Expense (A.T) -3,608 -288,475 172,426 -259,770 -82,334 -82,334

Net Profit After-tax Before Unusual Items 422,480 869,037 219,115 723,213 1,092,945 597,977

Extraordinary Items-(Gains/(Expense) 0 0 0 0 0 0 NET INCOME 422,480 869,037 219,115 723,213 1,092,945 597,977

NET INCOME AFTER ADJ FOR UNUSUAL & NON-RECUR ITEMS

422,480 869,037 219,115 723,213 1,092,945 597,977

Preferred Dividends Declared 0 0 0 0 0 0

Income Available to Common Shareholders 422,480 869,037 219,115 723,213 1,092,945 597,977 Comprehensive Income 0 0 0 0 0 0

Average Common Shares Outstanding -- -- -- 86 86 --

Earnings per share 0 0 0 8422.03 12727.67 12727.67 CASH FLOW STATEMENT

OPERATING ACTIVITIES

Net Income 422,480 869,037 219,115 723,213 1,092,945 597,977 Depreciation & Amortization 11,692 9,940 25,194 21,083 21,335 21,923

Deferred Income Taxes 0 -41 2,791 2,825 -3,018 -2,978

Minority Interest -3,608 -288,475 172,426 -259,770 -82,334 -27,719 Undistributed Equity Earnings -5,118 -7,400 -24,899 -34,229 -45,888 -31,949

Foreign Currency Translation, Net 4,696 -82,744 21,391 -31,850 -17,436 -8,888

Provision - Others -7,957 -4,305 4,055 4,820 -6,424 -7,616 Other Non-Cash Items -3,261 -87,049 25,446 -27,030 -23,860 -16,504

Gains (losses) on sale of invests. and businesses -4,975 -469 -273 -341 -3 40

Other -117,050 -- -2,591 27,953 -337 -884 Other Operating Cash Flow -122,025 -469 -2,864 27,612 -340 -844

Funds from Operations 300,160 495,543 417,209 453,704 958,840 539,906

(Inc) / Dec in accounts receivable -139,811 -58,684 -63,964 -10,959 702,555 1,662,169 (Inc) / Dec in inventory -179 -587 -1,114 -908 -106 -524

INFRASTRUCTURE

27 NOVEMBER 3, 2011



31-Dec-2006

31-Dec-2007

31-Dec-2008

31-Dec-2009

31-Dec-2010

LTM 30-Jun-2011

(Inc) / Dec in prepaid expenses -268 409 -710 568 24 -520 (Inc) / Dec in other working capital accounts -816 4,940 -1,031 -5,026 1,787 -415

Inc / (Dec) in accounts payable 23,720 -677,433 43,909 -143,723 -619,349 -1,003,389

Inc / (Dec) in accts payable and accrued / other liabs -- -- -- 0 -- -- Changes in Working Capital Items -117,354 -731,355 -22,910 -160,048 84,911 657,321

Changes in other current assets -5,475 -8,037 -31,432 -6,121 -- --

Changes in other current liabilities -- -17 2,243 -143 -992 1,134 Changes in Other Oper. Assets & Liab.-ST -5,475 -8,054 -29,189 -6,264 -992 1,134

Changes in Other Oper. Assets & Liabilities - LT -- 118 61 17,067 8,550 8,550

Increase/(Decrease) in provisions & accruals -2,244 -- -- -- 33,520 33,520 Pension and other post-retirement contributions 2,077 -3,804 -4,804 -- -- 0

Changes in Pension Assets and PostRetirement Liab. -- -- -- -- -- 0

Other -- -- -- -- -- 0 Changes in Other Oper. Assets & Liabilities - LT -167 -3,686 -4,743 17,067 42,070 42,070

CASH FLOW FROM OPERATIONS 177,164 -247,552 360,367 304,459 1,084,829 1,240,431

CASH FLOW FROM OPER After Unusual & Non-Recur Adjs

177,164 -247,552 360,367 304,459 1,084,829 1,240,431

INVESTING ACTIVITIES Purchase of Fixed Assets -37,269 -107,123 -1,172 -1,554 -9,061 -6,173

Additions to PP&E (Capital Expenditures) -37,269 -107,211 -1,283 -1,633 -9,086 -6,198

Proceeds from Disposal of PP&E 0 0 0 0 0 0 Business Acquisition 0 0 0 0 0 0

Proceeds from Business Divestitures 0 0 0 0 0 0

Acquisitions-net 0 0 0 0 0 0 Sale of Investment Securities 0 0 0 0 0 0

Purchase of Investment Securities 0 0 0 0 0 0

Net Sales / (Purchases) of Investment Securities 269,995 -1,114,622 -31,405 -28,105 -122,300 -721,309 Other investment activities 0 0 0 0 232,355 135,290

NET CASH FROM INVESTING ACTIVITIES 232,726 -1,221,833 -32,688 -29,738 100,969 -592,217

FINANCING ACTIVITIES Long-term Debt Proceeds 0 88 111 79 25 25

Long-term Debt Payments 0 -88 -111 -79 -25 -25

Long-term Debt Proceeds / (Repayment)-net 104,000 1,601,423 -74,382 44,389 -53,867 95,398 Net Short-term Debt Changes 0 0 0 0 0 0

All Other Financing Activities -193,723 -9,906 -9,906 -9,906 -9,906 -204,721

Other financing activities-net -193,723 -9,906 -9,906 -9,906 -9,906 -204,721 Common Stock Issued / Repurchased 0 0 0 0 0 0

Preferred Stock Issued / Repurchased 0 0 0 0 0 0

Treasury Stock Issued / Repurchased 0 0 0 0 0 0 Subsidiary / Minority Issued Stock 0 0 0 0 0 0

Cash Dividends – Common -269,159 -117,368 -299,134 -309,283 -995,885 -704,348

Cash Dividends – Minority 0 0 0 0 0 0 NET CASH FROM FINANCING ACTIVITIES -358,882 1,474,149 -383,422 -274,800 -1,059,658 -813,671

Effect of Exchange Rate on cash and equivalents -- -- -- -- -1 -1

Comprehensive Income 0 0 0 0 -1 -1 NET INC(DEC) IN CASH & EQUIVALENT 51,008 4,764 -55,743 -79 126,139 -165,458

INFRASTRUCTURE

28 NOVEMBER 3, 2011


APPENDIX C: Rating Factors

Empresa de Eneriga de Bogota S.A. E.S.P Regulated Electric and Gas Utilities [1][2]

Dec-31-2010

Moody's 12-18 month Forward View As of November 2011*

Factor 1: Regulatory Framework (25%) Measure Score Measure Score a) Regulatory framework Ba Ba

Factor 2: Ability to Recover Cost and Earn Returns (25%)

a) Ability to recover Cost and Earn Returns Ba Ba Factor 3: Diversification (10%)

a) Market Position Baa Baa

b) Generation and Fuel Diversity n.a. n.a. Factor 4: Financial Strength, Liquidity, & Metrics (40%)

a) Liquidity Ba Ba

b) CFO (pre w/c) + Interest / Interest (3 year Avg) 5.2x A 2.5x-3.5x Baa c) CFO (pre w/c) / Debt (3 year Avg) 38.9% Aa 13%-22% Baa

d) CFO (pre w/c) - Dividends / Debt (3 year Avg) 5.8% Ba 0%-9% Ba

e) Debt / Capitalization (3 year Avg) 19.3% Aaa 20%-25% Aa Rating:

Indicated Rating from Grid (BCA) Baa Baa

Actual Rating Assigned (BCA) Ba Ba

* THIS REPRESENTS MOODY'S FORWARD VIEW; NOT THE VIEW OF THE ISSUER; AND UNLESS NOTED IN THE TEXT DOES NOT INCORPORATE SIGNIFICANT ACQUISITIONS OR DIVESTITURES

[1] All ratios are calculated using Moody's Standard Adjustments.

[2] As of 12/31/2010; Source: Moody’s Financial Metrics™

INFRASTRUCTURE

29 NOVEMBER 3, 2011


» contacts continued from page 1

Analyst Contacts:

NEW YORK 1.212.553.1653

William L. Hess 1.212.553.3837 Managing Director-Utilities [email protected]

A.J. Sabatelle 1.212.553.4136 Senior Vice President [email protected]

Wesley Smyth 1.212.553.2733 Vice President-Senior Accounting Analyst [email protected]

MEXICO CITY 52.55.1253.5700

Maria del Carmen Martinez-Richa

52.55.1253.5729

Assistant Vice President-Analyst [email protected]

BUENOS AIRES 54.11.3752.2000

Daniela Cuan 54.11.3752.2017 Vice President-Senior Analyst [email protected]

SAO PAULO 55.11.3043.7300

Jose Soares 55.11.3043.7300 Vice President-Senior Analyst [email protected]

Report Number: 137141

Author Natividad Martel, CFA

Associate Analyst Stacey Nemeroff

Production Associate Joaquin Jimenez

© 2011 Moody’s Investors Service, Inc. and/or its licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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