United States securities and exchange commission logo
August 17, 2023
Mar a Catalina Escobar Hoyos
Acting Chief Financial Officer
Ecopetrol S.A.
Carrera 13 No. 36-24
Bogot , Colombia
Re: Ecopetrol S.A.
Form 20-F for the
Fiscal Year ended December 31, 2022
Filed March 29,
2023
File No. 001-34175
Dear Mar a Catalina Escobar Hoyos:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2022
4. Financial Review
4.6 Operating Results, page 120
1. We note that you have
various disclosures on pages 109 through 144 that appear to be
oriented towards the
disclosure requirements of Item 5 of Form 20-F. However, we do not
see among these
disclosures any tabulations of the accounts that comprise, or commentary
regarding, your
Statement of Financial Position which appears on page F-6.
The descriptions of
purpose and objectives included in the Item 5 disclosure requirements
include various
references to financial condition, as in expressing the need for disclosures
of your financial
condition, changes in financial condition, an explanation of factors that
have materially
affected or are reasonably likely to affect your financial condition,
quantitative and
qualitative descriptions of the reasons underlying material changes,
including material
offsetting changes within line items, associated statistical data, and
Mar a Catalina Escobar Hoyos
FirstName LastNameMar a Catalina Escobar Hoyos
Ecopetrol S.A.
Comapany
August 17, NameEcopetrol
2023 S.A.
August
Page 2 17, 2023 Page 2
FirstName LastName
material events and uncertainties that would cause reported financial
information not to be
necessarily indicative of your future financial condition.
Instruction 2 to Item 5 also stipulates that the discussion must focus
on the primary
financial statements that are presented in the document.
We believe that a discussion and analysis of the accounts that
comprise your Statement of
Financial Position would be inherent in meeting these disclosure
requirements. Please
expand your disclosures to cover these incremental details regarding
your financial
condition as reflected in this statement to comply with Item 5 of Form
20-F.
4.6.1.8 Segment Performance and Analysis, page 127
2. We note your discussion and analysis of segment activity, including
transportation and
logistics, refining and petrochemicals, and electric power
transmission and toll roads
concessions, in which you attribute changes in revenue, cost of sales,
operating expenses,
and net income to a combination of several different factors.
Item 5 of Form 20-F generally requires a quantitative and qualitative
description of the
reasons underlying material changes, including material changes within
a line item that
off-set one another, to the extent necessary for an understanding of
the business.
Please quantify material changes that off-set one another within a
line item, to provide
investors with better insight into the underlying reasons for the
changes that are reflected
in your financial statements, as necessary to adhere to this guidance.
4.9 Financial Indebtedness and Other Contractual Obligations, page 139
3. Please reconcile your disclosure on page 139, stating that you had
outstanding
consolidated indebtedness of COP 23.5 billion at December 31, 2022,
with your
disclosure in the table of contractual obligations on page 141,
indicating the outstanding
balance of financial sector debt and bonds was COP 113,107.4 billion,
and disclosure
about the composition of loans and borrowing in Note 20 on page F-77,
indicating that
balance plus lease liabilities and related party debt was COP
115,134.8 billion at year-end.
If this disclosure was intended to be a U.S. dollar equivalent, please
clarify the exchange
rate that was utilized and the manner of selecting that rate, and
explain why it does not
appear to agree with the rate utilized for convenience translations
disclosed on page 1.
With regard to Table 64 on page 139, where you have listed various
issuances of debt
along with the original currency denominated amounts, it would be
helpful to include
another column showing the outstanding year-end balances in Colombian
Pesos, along
with a summation that is reconciled to the corresponding amounts on
page F-77.
Mar a Catalina Escobar Hoyos
Ecopetrol S.A.
August 17, 2023
Page 3
25. Revenue from contracts with customers
Revenue from concession contracts, page F-96
4. We note that you identify six concessions or groups of concessions in
Colombia, Brazil,
Chile, Peru and Bolivia, and provide a general indication of the
nature of the infrastructure
involved, services to be provided, and the manner of compensation.
However, your disclosures do not presently include the details
necessary to understand the
specific services that you have agreed to provide, or the specific
terms of the arrangements
that affect the amount, timing and certainty of future cash flows, the
nature and extent of
rights to use specified assets, obligations and rights over the
provision of services,
obligations to acquire or build infrastructure, obligations to deliver
or rights to receive
specified assets at the end of the concession period, renewal and
termination options, or
rights and obligations regarding the maintenance of infrastructure.
Please expand your disclosures as necessary to address the concerns
outlined above as
required by IASB SIC-29; your descriptions of the arrangements should
inform readers in
all of these respects, including the status of the arrangements,
timeframes in which the
various obligations will be fulfilled, and material financial
implications.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameMar a Catalina Escobar Hoyos Sincerely,
Comapany NameEcopetrol S.A.
Division of
Corporation Finance
August 17, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName